UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 - K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission File Number 1-12298 REGENCY CENTERS CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 59-3191743 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 121 West Forsyth Street, Suite 200 (904) 598-7000 Jacksonville, Florida 32202 (Registrant's telephone No.) (Address of principal (zip code) executive offices) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value (Title of Class) New York Stock Exchange (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None ---- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant was approximately $661,709,989 based on the closing price on the New York Stock Exchange for such stock on March 20, 2002 The approximate number of shares of Registrant's voting common stock outstanding was 58,109,679 as of March 20, 2002. Documents Incorporated by Reference Portions of the Registrant's Proxy Statement in connection with its 2002 Annual Meeting of Shareholders are incorporated by reference in Part III.
TABLE OF CONTENTS Form 10-K Item No. Report Page - ------- ----------- PART I 1. Business.........................................................1 2. Properties.......................................................4 3. Legal Proceedings...............................................23 4. Submission of Matters to a Vote of Security Holders.............23 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters.............................................23 6. Selected Consolidated Financial Data............................24 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................25 7a. Quantitative and Qualitative Disclosures about Market Risk......32 8. Consolidated Financial Statements and Supplementary Data........32 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............................................32 PART III 10. Directors and Executive Officers of the Registrant..............33 11. Executive Compensation..........................................33 12. Security Ownership of Certain Beneficial Owners and Management..33 13. Certain Relationships and Related Transactions..................33 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K........................................................33
Forward Looking Statements This report on Form 10-K contains certain forward-looking statements under the federal securities law. These statements are based on current expectations, estimates, and projections about the industry and markets in which Regency Centers Corporation operates, management's beliefs, and assumptions. Forward-looking statements are not guarantees of future performance and involve certain credit risks and uncertainties, which are difficult to predict. Actual operating results may be affected by changes in national and local economic conditions, competitive market conditions, weather, obtaining governmental approvals and meeting development schedules, and therefore, may differ materially from what is expressed or forecasted in this report. PART I Item 1. Business Regency completed its initial public offering in 1993 (NYSE: REG) and became a qualified self-administered, self-managed real estate investment trust (REIT). Through a series of strategic acquisitions in 1997, 1998 and 1999, we expanded the scope of our operations and became a nationally based owner, operator, and developer of grocery anchored retail shopping centers. Currently, our assets total approximately $3.1 billion with 272 shopping centers in 24 states. At December 31, 2001, our gross leasable area ("GLA") totaled 29.1 million square feet and was 94.9% leased. Geographically, 22.5% of our GLA is located in Florida, 16.8% in California, 15.7% in Texas, 8.8% in Georgia, 6.4% in Ohio, and 29.8% spread throughout 19 other states. Regency currently operates for the purpose of 1) owning, operating and developing retail shopping centers (Retail segment), and 2) providing services that earn management fees and commissions from third parties, and development related profits and fees earned from the sales of shopping centers, outparcels and build-to-suit properties (Service operations segment). The Company's reportable segments offer different products or services and are managed separately because each requires different strategies and management expertise. For further discussion, refer to footnote 3, Segments, in the accompanying consolidated financial statements. 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 Regency Centers, L.P., ("RCLP") an operating partnership in which Regency currently owns approximately 97% 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. Operating and Investment Philosophy Our key operating and investment objective is to create long-term shareholder value by: o focusing on a core portfolio of high quality grocer-anchored community and neighborhood shopping centers in attractive markets; o maximizing the value of the portfolio through our research-based investment strategies, our Premier Customer Initiative program, and our customer-driven development program; and o using conservative financial management to cost effectively access capital to fund our growth through our self-funding business model. Grocer-Anchored Strategy We focus our investment strategy on grocery-anchored retail shopping centers that are located in attractive trade areas and are anchored by a dominant grocer in the local market. A neighborhood center is a convenient, cost-effective distribution platform for food retailers. Grocer-anchored centers generate substantial daily traffic and offer sustainable competitive advantages to their tenants. This high traffic generates increased sales, thereby driving higher occupancy, higher rental rates, and higher rental rate growth for Regency - -- meaning that we can sustain our cash flow growth and increase the value of our portfolio over the long term. 1
Research Driven Market Selection Grocer-anchored centers are best located in neighborhood trade areas with attractive demographics. For a typical Regency grocery anchored development , we target a 3-mile population of approximately 75,000 people with an average household income in excess of $75,000 and a projected 5-year population growth of approximately 8 percent. The trade areas of our centers are growing nearly twice as fast and household incomes are more than 25% greater than the national averages, translating into more retail buying power. Once specific markets are selected, we seek the best location within the best neighborhoods, preferably occupying the dominant corner, close to residential communities, with excellent visibility for our tenants and easy access for neighborhood shoppers. Premier Customer Initiative For the same reason we choose to anchor our centers with leading grocers, we also seek a range of strong national, regional and local specialty tenants. We have created a formal partnering process -- the Premier Customer Initiative (PCI) -- to promote mutually beneficial relationships with our non-grocer specialty retailers. The objective of PCI is for Regency to build a base of specialty tenants who represent the "best-in-class" operators in their respective merchandising categories. Such tenants reinforce the consumer appeal and other strengths of a center's grocer-anchor, help to stabilize a center's occupancy, reduce releasing downtime, lower tenant turnover and yield higher sustainable rents. Customer-driven Development Development is customer-driven, meaning we generally have an executed lease from the anchor in hand before we purchase the land and 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. Capital Strategy We intend to maintain a conservative capital structure designed to fund our growth programs without returning to the equity markets or compromising our investment-grade ratings. This approach is founded on our self-funding business model. This model utilizes center "recycling" as a key component. Our recycling strategy calls for us to re-deploy the proceeds from the sales of outparcels, developments and low growth, lower quality operating properties into new higher-quality developments and acquisitions that we expect will generate sustainable revenue growth and more attractive returns on invested capital. 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 will also provide Regency with a capital source for new development, while earning market based fees as the asset manager. Risk Factors Relating to Ownership of Regency Common Stock We are subject to certain business risks arising in connection with owning real estate which include, among others: o the bankruptcy or insolvency of, or a downturn in the business of, any of our major tenants could reduce cash flow, o the possibility that such tenants will not renew their leases as they expire or renew at lower rental rates could reduce cash flow, o risks related to the internet and e-commerce reducing the demand for shopping centers, o vacated anchor space will affect the entire shopping center because of the loss of the departed anchor tenant's customer drawing power, 2
o poor market conditions could create an over supply of space or a reduction in demand for real estate in markets where Regency owns shopping centers, o risks relating to leverage, including uncertainty that Regency will be able to refinance its indebtedness, and the risk of higher interest rates, o unsuccessful development activities could reduce cash flow, o Regency's inability to satisfy its cash requirements from operations and the possibility that Regency may be required to borrow funds to meet distribution requirements in order to maintain its qualification as a REIT, o potential liability for unknown or future environmental matters and costs of compliance with the Americans with Disabilities Act, o the risk of uninsured losses, and o unfavorable economic conditions could also result in the inability of tenants in certain retail sectors to meet their lease obligations and otherwise could adversely affect Regency's ability to attract and retain desirable tenants. Compliance with Governmental Regulations Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's ability to sell or rent the property or borrow using the property as collateral. We have a number of properties that will require or are currently undergoing varying levels of environmental remediation. These remediations are not expected to have a material financial effect on Regency due to financial statement reserves, insurance programs designed to mitigate the cost of remediation and various state-regulated programs that shift the responsibility and cost to the state. Competition We believe the ownership of shopping centers is highly fragmented. Regency faces competition from other REITs in the development, acquisition, ownership and leasing of shopping centers as well as from numerous local, regional and national real estate developers and owners. Changes in Policies Our Board of Directors establishes the policies that govern our investment and operating strategies including, among others, debt and equity financing policies, quarterly distributions to shareholders, and REIT tax status. The Board of Directors may amend these policies at any time without a vote of Regency's shareholders. Employees Our headquarters are located at 121 West Forsyth Street, Suite 200, Jacksonville, Florida. Regency presently maintains 18 offices in 12 states where it conducts management, leasing and development activities. At December 31, 2001, Regency had approximately 365 employees and believes that relations with its employees are good. 3
Item 2. Properties Regency's properties summarized by state including their gross leasable areas (GLA) follows: <TABLE> <CAPTION> December 31, 2001 December 31, 2000 ----------------- ----------------- Location # Properties GLA % Leased * # Properties GLA % Leased * ------------ --------- ---------- ------------ ----------- ---------- <S> <C> <C> <C> <C> <C> <C> Florida 56 6,535,254 92.0% 55 6,558,734 92.7% California 39 4,879,051 98.8% 39 4,922,329 98.4% Texas 36 4,579,263 92.8% 33 4,125,058 94.2% Georgia 26 2,556,471 93.3% 26 2,553,041 95.2% Ohio 14 1,870,079 93.5% 13 1,760,955 96.7% North Carolina 13 1,302,751 98.1% 13 1,302,751 97.4% Colorado 12 1,188,480 99.2% 10 897,788 97.9% Washington 9 1,095,457 98.1% 10 1,180,020 95.8% Oregon 8 740,095 93.2% 9 776,853 91.7% Alabama 7 665,440 95.3% 5 516,062 97.9% Arizona 9 627,612 98.6% 8 522,014 97.9% Tennessee 10 493,860 99.4% 10 493,860 99.7% Virginia 6 408,368 97.6% 6 419,440 95.3% Missouri 2 370,176 92.9% 2 369,045 95.8% Kentucky 5 321,689 94.2% 5 325,347 100.0% Illinois 2 300,162 91.6% 1 178,601 86.4% Michigan 3 275,085 89.5% 3 274,987 94.1% South Carolina 5 241,541 100.0% 4 183,872 97.4% Delaware 2 240,418 99.3% 2 239,077 98.6% Mississippi 2 185,061 98.3% 2 185,061 97.7% New Jersey 3 112,640 100.0% 3 112,514 100.0% Wyoming 1 87,777 100.0% 1 87,777 - Maryland 1 6,763 - - - - Pennsylvania 1 6,000 100.0% 1 6,000 100.0% -------------- --------------- ---------------- -------------- --------------- ------------- Total 272 29,089,493 94.9% 261 27,991,186 95.4% ============== =============== ================ ============== =============== ============= </TABLE> * Excludes pre-stabilized properties under development 4
Item 2. Properties (continued) The following table summarizes the largest tenants occupying Regency's shopping centers based upon a percentage of total annualized base rent exceeding .5% at December 31, 2001. The table includes 100% of the base rent from leases of properties owned by joint ventures. Summary of Principal Tenants > .5% of Annualized Base Rent (including Properties Under Development) <TABLE> <CAPTION> Percentage to Percentage of Number Company Annualized of Tenant SF Owned GLA Rent Base Rent Stores ------ -- --------- ---- --------- ------ <S> <C> <C> <C> <C> <C> Kroger 3,375,066 11.5% 29,548,260 9.24% 58 Publix 2,207,120 7.5% 17,127,781 5.36% 48 Safeway 1,718,815 5.9% 15,187,036 4.75% 35 Albertsons 940,377 3.2% 8,678,817 2.71% 18 Blockbuster 397,677 1.4% 7,297,972 2.28% 70 Winn Dixie 795,388 2.7% 5,529,019 1.73% 17 Eckerd 307,640 1.1% 5,087,578 1.59% 31 Walgreens 287,131 1.0% 3,662,480 1.15% 21 Hallmark 244,779 0.8% 3,565,001 1.11% 57 Long's Drugs 256,922 0.9% 3,011,932 0.94% 11 Ross Dress for Less 173,884 0.6% 2,088,041 0.65% 6 Petco 119,770 0.4% 2,059,598 0.64% 10 Wal-Mart 486,168 1.7% 1,993,727 0.62% 6 Barnes & Noble 122,495 0.4% 1,963,678 0.61% 6 Harris Teeter 183,892 0.6% 1,941,870 0.61% 4 K-Mart 334,687 1.1% 1,916,966 0.60% 4 T.J. Maxx /Marshalls 242,526 0.8% 1,818,271 0.57% 9 Stein Mart 282,445 1.0% 1,801,124 0.56% 8 Mail Boxes, Etc. 98,663 0.3% 1,799,675 0.56% 71 Starbucks 72,604 0.2% 1,781,665 0.56% 48 Pier 1 Imports 81,833 0.3% 1,745,918 0.55% 9 Gap / Old Navy 95,604 0.3% 1,690,996 0.53% 7 H.E.B. Grocery 150,682 0.5% 1,674,162 0.52% 2 Hollywood Video 91,165 0.3% 1,667,854 0.52% 14 Target 240,086 0.8% 1,589,996 0.50% 2 </TABLE> Regency's leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet. Leases greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Regency's leases provide for the monthly payment in advance of fixed minimum rentals, additional rents calculated as a percentage of the tenant's sales, the tenant's pro rata share of real estate taxes, insurance, and common area maintenance expenses, and reimbursement for utility costs if not directly metered. 5
Item 2. Properties (continued) The following table sets forth a schedule of lease expirations for the next ten years, assuming that no tenants exercise renewal options: <TABLE> <CAPTION> Future Percent of Minimum Percent of Lease Total Rent Total Expiration Expiring Company Expiring Minimum Year GLA GLA Leases Rent (2) ---- --- --- ------ -------- <S> <C> <C> <C> <C> (1) 450,302 1.8% $ 5,656,084 1.9% 2002 1,451,595 5.8% 22,124,313 7.4% 2003 2,054,554 8.1% 29,369,681 9.8% 2004 2,373,349 9.4% 34,884,238 11.6% 2005 2,529,565 10.0% 34,392,642 11.5% 2006 2,664,332 10.6% 36,394,641 12.1% 2007 1,484,893 5.9% 15,081,403 5.0% 2008 1,131,797 4.5% 9,959,194 3.3% 2009 877,874 3.5% 9,059,464 3.0% 2010 1,122,705 4.5% 12,781,383 4.3% 2011 1,099,486 4.4% 13,046,322 4.3% ------------------------------------------------------------ 10 Yr. Total 17,240,452 68.4% $ 222,749,365 74.2% ------------------------------------------------------------ </TABLE> (1) leased currently under month to month rent or in process of renewal (2) total minimum rent includes current minimum rent and future contractual rent steps for all properties, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements See the property table below and also see Item 7, Management's Discussion and Analysis for further information about Regency's properties. 6
<TABLE> <CAPTION> Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> FLORIDA Jacksonville / North Florida - ---------------------------- Anastasia 1993 1988 102,342 94.5% Publix Bolton Plaza 1994 1988 172,938 98.8% -- Carriage Gate 1994 1978 76,833 89.6% -- Courtyard 1993 1987 137,256 100.0% Albertson's (4) Ensley Square 1997 1977 62,363 18.3% -- Fleming Island 1998 2000 127,179 98.4% Publix Highlands Square (3) 1998 1999 258,123 90.0% Publix/Winn-Dixie Julington Village (5) 1999 1999 81,821 100.0% Publix Lynnhaven (3) 2001 2001 63,871 69.3% Publix Millhopper 1993 1974 84,065 100.0% Publix Newberry Square 1994 1986 180,524 97.2% Publix Ocala Corners (3) 2000 2000 86,771 88.1% Publix Old St. Augustine Plaza 1996 1990 175,459 50.0% Publix Palm Harbour 1996 1991 172,758 93.6% Publix Pine Tree Plaza 1997 1999 60,787 100.0% Publix Regency Court 1997 1992 218,648 95.1% -- South Monroe 1996 1998 68,840 100.0% Winn-Dixie US 301 & SR 100 - Starke 2000 12,738 100.0% -- Vineyard (3) 2001 2001 62,821 70.5% Publix Tampa / Orlando - --------------- Beneva Village Shops 1998 1987 141,532 92.7% Publix Bloomingdale Square 1998 1987 267,935 99.6% Publix Center of Seven Springs 1994 1986 162,580 88.9% Winn-Dixie Kings Crossing Sun City (5) 1999 1999 75,020 96.8% Publix Mainstreet Square 1997 1988 107,134 89.5% Winn-Dixie Mariner's Village 1997 1986 117,665 90.8% Winn-Dixie Marketplace - St. Petersburg 1995 1983 90,296 85.4% Publix Peachland Promenade 1995 1991 82,082 90.8% Publix Regency Square 1993 1986 349,848 94.9% -- at Brandon Regency Village (3), (5) 2000 2000 83,167 75.5% Publix Terrace Walk 1993 1990 50,936 49.7% -- Town Square (3) 1997 1999 44,679 49.0% -- University Collections 1996 1984 106,899 98.2% Kash N Karry (4) Village Center-Tampa 1995 1993 180,781 93.5% Publix Willa Springs 2000 2000 83,730 96.5% Publix West Palm Beach / Treasure Coast - -------------- Boynton Lakes Plaza 1997 1993 130,924 94.2% Winn-Dixie Chasewood Plaza 1993 1986 141,178 94.3% Publix Chasewood Storage 1993 1986 42,810 100.0% -- East Port Plaza 1997 1991 235,842 93.1% Publix Martin Downs Village Center 1993 1985 121,946 91.0% -- Martin Downs Village Shoppes 1993 1998 49,773 87.1% -- Ocean Breeze 1993 1985 108,209 85.4% Publix Ocean East (5) 1996 1997 113,328 95.2% Stuart Foods Tequesta Shoppes 1996 1986 109,937 94.3% Publix Town Center at Martin Downs 1996 1996 64,546 97.8% Publix Wellington Marketplace 1995 1990 171,957 99.4% Winn-Dixie Wellington Town Square 1996 1982 105,150 92.7% Publix Miami / Ft. Lauderdale - ---------------------- Aventura 1994 1974 102,876 87.7% Publix Berkshire Commons 1994 1992 106,354 98.9% Publix Garden Square 1997 1991 90,258 96.8% Publix Palm Trails Plaza 1997 1998 76,067 98.3% Winn-Dixie Shoppes @ 104 1998 1990 108,190 98.0% Winn Dixie Shoppes of Pebblebrooke (3) 2000 2000 76,767 95.3% Publix Tamiami Trail 1997 1987 110,867 98.4% Publix University Marketplace 1993 1990 129,121 85.8% Albertson's (4) Welleby Plaza 1996 1982 109,949 86.1% Publix Ft. Myers / Cape Coral - ---------------------- Grande Oaks (3) 2000 2000 78,784 72.1% Publix ------------ ----------- Subtotal/Weighted Average (Florida) 6,535,254 90.8% ------------ ----------- 7
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- CALIFORNIA Los Angeles / Southern CA - ------------------------- Amerige Heights (3) 2000 2000 262,387 93.2% Albertson's Bristol and Warner 1999 1998 121,679 63.5% Food 4 Less Campus Marketplace (3) 2000 2000 143,137 85.1% Ralph's Costa Verde 1999 1988 178,621 99.6% Albertson's Crossroads Plaza 1999 1988 60,638 100.0% Gigante El Camino Shopping Center 1999 1995 135,883 100.0% Von's Food & Drug El Norte Parkway Plaza 1999 1984 87,990 98.5% Von's Food & Drug Friars Mission 1999 1989 145,609 100.0% Ralph's Garden Village (3) 2000 2000 112,012 85.2% Albertson's Heritage Plaza 1999 1981 231,828 99.2% Ralph's Morningside Plaza 1999 1996 91,600 97.4% Stater Brothers Newland Center 1999 1985 166,492 93.0% Lucky's Oakbrook Plaza 1999 1982 83,278 98.1% Albertson's Park Plaza (5) 2001 1991 193,619 95.3% Von's Food & Drug Plaza de Hacienda 1999 1991 127,132 100.0% Food 4 Less Plaza Hermosa 1999 1984 94,940 100.0% Von's Food & Drug Rona Plaza 1999 1989 51,779 100.0% Food 4 Less Santa Ana Downtown Plaza 1999 1987 100,305 100.0% Food 4 Less Twin Peaks 1999 1988 198,139 98.6% Albertson's Ventura Village 1999 1984 76,070 96.4% Von's Food & Drug Westlake Village Plaza 1999 1975 190,656 100.0% Von's Food & Drug Westridge Center (3) 2001 2001 99,367 0.0% Albertson's Woodman - Van Nuys 1999 1992 107,614 100.0% Gigante San Francisco / Northern CA - --------------------------- Blossom Valley 1999 1990 93,314 100.0% Safeway Corral Hollow (3),(5) 2000 2000 168,238 96.3% Safeway Country Club Village 1999 1994 111,251 100.0% Ralph's Diablo Plaza 1999 1982 63,265 100.0% Safeway (4) El Cerrito Plaza (3) 2000 2000 258,091 81.7% Lucky's El Dorado Hills (3) 2000 2000 112,596 84.9% Ralph's Encina Grande 1999 1965 102,499 100.0% Safeway Loehmann's Plaza 1999 1983 113,310 100.0% Safeway (4) Powell Street Plaza 2001 1987 165,920 99.2% Trader Joe's Prairie City Crossing 1999 1999 82,503 98.1% Safeway San Leandro 1999 1982 50,432 100.0% Safeway (4) Sequoia Station 1999 1996 103,148 100.0% Safeway (4) Strawflower Village 1999 1985 78,827 97.0% Safeway Tassajara Crossing 1999 1990 146,188 98.4% Safeway West Park Plaza 1999 1996 88,103 100.0% Safeway Woodside Central 1999 1993 80,591 100.0% -- ------------ ----------- Subtotal/Weighted Average (California) 4,879,051 94.4% ------------ ----------- TEXAS Austin - ------ Hancock Center 1999 1998 410,438 98.7% H.E.B. Market @ Round Rock 1999 1987 123,347 98.8% Albertson's North Hills Town Center 1999 1995 144,019 95.0% H.E.B. Dallas / Ft. Worth Arapaho Village 1999 1997 103,073 97.9% Tom Thumb Bethany Park Place 1998 1998 74,067 100.0% Kroger Casa Linda Plaza 1999 1997 324,639 86.3% Albertson's Cooper Street 1999 1992 133,196 100.0% -- 8
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- TEXAS Austin (continued) - ------------------ Creekside Plaza (5) 1998 1998 96,816 98.6% Kroger Harwood Hills Village 1999 1996 122,538 92.5% Tom Thumb Hebron Park (5) 1999 1999 46,800 94.0% Albertson's (4) Hillcrest Village 1999 1991 14,530 100.0% -- Keller Town Center 1999 1999 114,822 87.4% Tom Thumb Lebanon/Legacy Center (3) 2000 2000 57,690 24.5% Albertson's (4) MacArthur Park Phase I 1999 2000 38,987 100.0% -- MacArthur Park Phase II (5) 1999 1999 198,672 99.4% Kroger Market @ Preston Forest 1999 1990 90,171 100.0% Tom Thumb Matlock Center (3) 2000 2000 40,139 29.3% -- Mills Pointe 1999 1986 126,186 97.1% Tom Thumb Mockingbird Commons 1999 1987 121,564 87.6% Tom Thumb TEXAS Dallas / Ft. Worth (continued) - ------------------------------ Northview Plaza 1999 1991 116,016 90.3% Kroger Overton Park Plaza (5) 2001 1991 350,856 87.7% Albertson's Prestonbrook Crossing 1998 1998 91,274 96.9% Kroger Preston Park Village 1999 1985 273,647 79.0% Tom Thumb Prestonwood Park 1999 1999 101,024 83.6% Albertson's (4) Ridglea Plaza 1999 1986 197,601 86.4% Tom Thumb Shiloh Springs 1998 1998 110,055 95.9% Kroger Southlake - Village Center (5) 1998 1998 118,092 97.5% Kroger Southpark 1999 1997 146,758 94.6% Albertson's Tarrant Parkway Plaza 1999 1999 33,057 95.9% Albertson's (4) The Village 1999 1982 95,149 91.5% Tom Thumb Trophy Club Plaza 1999 1999 125,073 86.3% Tom Thumb Valley Ranch Centre 1999 1997 117,187 95.1% Tom Thumb Houston - ------- Champions Forest 1999 1983 115,247 99.3% Randall's Food Coles Center (3) 2001 2001 42,261 42.6% Fort Bend Market (3) 2000 2000 30,227 32.6% Kroger Sweetwater Plaza 2001 2000 134,045 96.7% Kroger ------------ ----------- Subtotal/Weighted Average (Texas) 4,579,263 90.5% ------------ ----------- GEORGIA Atlanta - ------- Ashford Place 1997 1993 53,346 100.0% -- Briarcliff LaVista 1997 1962 39,203 85.4% -- Briarcliff Village 1997 1990 183,965 97.2% Publix Buckhead Court 1997 1984 55,229 92.3% -- Cambridge Square 1996 1979 69,649 88.1% Kroger Cromwell Square 1997 1990 70,282 95.1% -- Cumming 400 1997 1994 126,900 98.6% Publix Delk Spectrum 1998 1991 100,880 100.0% Publix Dunwoody Hall 1997 1986 89,511 86.7% Publix Dunwoody Village 1997 1975 114,658 65.8% -- Killian Hill Center (3) 2000 2000 113,321 85.9% Publix Loehmann's Plaza 1997 1986 137,635 89.2% -- Lovejoy Station 1997 1995 77,336 100.0% Publix Memorial Bend 1997 1995 177,283 95.4% Publix Orchard Square (3) 1995 1987 93,221 91.6% Publix Paces Ferry Plaza 1997 1987 61,696 100.0% -- Powers Ferry Square 1997 1987 97,812 94.5% Harry's Powers Ferry Village 1997 1994 78,995 99.9% Publix Rivermont Station 1997 1996 90,267 98.6% Kroger Roswell Village (5) 1997 1997 143,980 93.3% Publix Russell Ridge 1994 1995 98,558 100.0% Kroger 9
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- GEORGIA Atlanta (continued) - ------------------- Sandy Plains Village 1996 1992 175,035 93.1% Kroger Sandy Springs Village 1997 1997 45,040 100.0% -- Other Markets Evans Crossing 1998 2001 92,052 96.9% Kroger LaGrange Marketplace 1993 1989 76,327 91.9% Winn-Dixie Parkway Station 1996 1983 94,290 81.8% Kroger ------------ ----------- Subtotal/Weighted Average (Georgia) 2,556,471 92.9% ------------ ----------- OHIO Cincinnati - ---------- Beckett Commons 1998 1995 112,936 97.5% Kroger Cherry Grove 1998 1997 195,497 89.4% Kroger Hyde Park Plaza 1997 1995 374,544 89.8% Kroger/Thriftway Regency Milford Center (3) 2001 2001 109,125 81.3% Kroger Shoppes at Mason 1998 1997 80,800 95.0% Kroger Westchester Plaza 1998 1988 88,181 98.4% Kroger OHIO Columbus - -------- East Pointe 1998 1993 86,524 96.8% Kroger Kingsdale (3) 1997 1999 270,470 66.7% Big Bear Kroger New Albany Center (5) 1999 1999 91,805 91.6% Kroger North Gate/(Maxtown) 1998 1996 85,100 100.0% Kroger Park Place 1998 1988 106,833 94.6% Big Bear Windmiller Plaza 1998 1997 120,509 95.4% Kroger Worthington Park Centre 1998 1991 93,095 91.2% Kroger Toledo - ------ Cherry Street Center 2000 2000 54,660 100.0% Farmer Jack ------------ ----------- Subtotal/Weighted Average (Ohio) 1,870,079 88.9% ------------ ----------- NORTH CAROLINA Asheville - --------- Oakley Plaza (5) 1997 1988 118,728 100.0% Bi-Lo Charlotte - --------- Carmel Commons 1997 1979 132,651 97.0% Fresh Market City View Shopping Center 1996 1993 77,552 100.0% Winn-Dixie Union Square Shopping Center 1996 1989 97,191 98.6% Harris Teeter Greensboro - ---------- Kernersville Marketplace 1998 1997 72,590 100.0% Harris Teeter Sedgefield Village (3) 2000 2000 56,630 79.3% Food Lion Raleigh / Durham Bent Tree Plaza 1998 1994 79,503 100.0% Kroger Garner Town Square 1998 1998 221,576 100.0% Kroger Glenwood Village 1997 1983 42,864 94.4% Harris Teeter Lake Pine Plaza 1998 1997 87,691 94.4% Kroger Maynard Crossing 1998 1997 122,814 91.3% Kroger 10
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- Greensboro (continued) - ----------------------+ Southpoint Crossing 1998 1998 103,128 100.0% Kroger Woodcroft Shopping Center 1996 1984 89,833 99.3% Food Lion ------------ ----------- Subtotal/Weighted Average (North Carolina) 1,302,751 97.3% ------------ ----------- COLORADO Colorado Springs - ---------------- Cheyenne Meadows 1998 1998 89,893 97.7% King Soopers Jackson Creek 1998 1999 85,263 100.0% King Soopers Woodmen Plaza 1998 1998 104,558 100.0% King Soopers Denver - ------ Boulevard Center 1999 1986 88,511 100.0% Safeway (4) Buckley Square 1999 1978 111,146 100.0% King Soopers Crossroads Commons (5) 2001 1986 144,288 97.4% Whole Foods Leetsdale Marketplace 1999 1993 119,916 100.0% Safeway Littleton Square 1999 1997 94,257 100.0% King Soopers Lloyd King Center 1998 1998 83,326 100.0% King Soopers Redlands Marketplace (3) 1999 1999 14,469 71.2% Albertson's (4) Stroh Ranch 1998 1998 86,432 100.0% King Soopers Willow Creek Center (5) 2001 1985 166,421 97.8% Safeway ------------ ----------- Subtotal/Weighted Average (Colorado) 1,188,480 98.8% ------------ ----------- WASHINGTON Seattle - ------- Cascade Plaza (5) 1999 1999 217,633 98.8% Safeway Inglewood Plaza 1999 1985 17,253 100.0% -- James Center 1999 1999 140,510 94.4% Fred Myer Lake Meridian 1999 1989 165,210 95.0% Albertson's Pine Lake Village 1999 1989 100,953 100.0% Quality Foods Sammamish Highlands 1999 1992 101,289 100.0% Safeway (4) South Point Plaza 1999 1997 190,455 98.7% Cost Cutters Southcenter 1999 1990 58,282 100.0% -- Thomas Lake Center 1999 1998 103,872 100.0% Albertson's ------------ ----------- Subtotal/Weighted Average (Washington) 1,095,457 98.1% ------------ ----------- OREGON Portland - -------- Cherry Park Market 1999 1997 113,518 88.6% Safeway Murrayhill Marketplace 1999 1988 149,214 87.6% Thriftway Port of Portland (3) 2000 2000 67,359 95.5% Albertson's Sherwood Crossroads (3) 1999 1999 89,266 79.9% Safeway Sherwood Market Center 1999 1995 124,256 98.1% Albertson's Sunnyside 205 1999 1988 53,279 92.3% -- Walker Center 1999 1987 89,624 97.8% -- West Hills 1999 1998 53,579 100.0% QFC ------------ ----------- Subtotal/Weighted Average (Oregon) 740,095 91.8% ------------ ----------- 11
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- ALABAMA Birmingham - ---------- Southgate Village Shopping Center (3) 2001 1988 75,158 94.5% Publix Trace Crossing Shopping Center (3) 2001 2001 74,220 69.3% Publix Villages of Trussville 1993 1987 69,280 79.8% Bruno's West County Marketplace 1993 1987 129,155 100.0% Food World (4) Montgomery - ---------- Country Club Centre 1993 1991 67,622 97.8% Winn-Dixie Other Markets - ------------- Bonner's Point 1993 1985 87,282 98.6% Winn-Dixie The Marketplace 1993 1987 162,723 95.5% Winn-Dixie Subtotal/Weighted Average (Alabama) 665,440 92.3% ------------ ----------- ARIZONA Phoenix - ------- Carefree Marketplace (3) 2000 2000 24,697 47.0% Fry's (4) Ocotillo Center (3) 2000 2000 40,764 92.3% Safeway Palm Valley Marketplace (5) 2001 1999 107,630 96.3% Safeway Paseo Village 1999 1998 92,435 97.7% ABCO Pima Crossing 1999 1996 236,499 100.0% -- South Mountain Shopping Center (3) 2000 2000 26,341 61.3% Safeway (4) Stonebridge Center (3) 2000 2000 30,235 37.2% Safeway (4) The Provinces (3) 2000 2000 34,241 66.7% Safeway (4) Tuscon - ------ Vistoso Center (3) 2000 2000 34,770 66.8% Safeway (4) ------------ ----------- Subtotal/Weighted Average (Arizona) 627,612 88.1% ------------ ----------- TENNESSEE Nashville - --------- Harpeth Village 1997 1998 70,091 100.0% Albertson's Hwy 41 & Hwy 55 1999 1999 10,908 100.0% -- Hwy 46 & Hwy 70 (Dickson) 1998 1998 10,908 100.0% -- Nashboro Village 1998 1998 86,811 100.0% Kroger Nolensville & Thompson Lane 1998 1998 10,908 100.0% -- Northlake Village 2000 1988 151,629 98.1% Kroger Peartree Village 1997 1997 114,795 100.0% Harris Teeter Tulip Grove & Old Hickory 1998 1998 13,905 100.0% -- Tullahoma 2000 2000 13,905 100.0% -- West End Avenue 1998 1998 10,000 100.0% -- ------------ ----------- Subtotal/Weighted Average (Tennessee) 493,860 99.4% ------------ ----------- VIRGINIA Other Virginia - -------------- Big Bethal & Mercury 1999 1999 10,908 100.0% -- Brookville Plaza (5) 1998 1991 63,664 96.2% Kroger High & Airline 2000 2000 10,908 100.0% -- Statler Square 1998 1996 133,660 97.9% Kroger 12
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor - -------------------------------------------------------------------------------------------------------- Washington D.C. - --------------- Ashburn Farms Market Center (3) 2000 2000 92,002 83.6% Giant Chesire Station (3) 2000 2000 97,226 88.6% Safeway ------------ ----------- Subtotal/Weighted Average (Virginia) 408,368 92.3% ------------ ----------- MISSOURI - -------- Olde Towne Plaza (3) 2000 2000 287,678 92.1% -- St. Ann Square 1998 1986 82,498 92.9% National ------------ ----------- Subtotal/Weighted Average (Missouri) 370,176 92.3% ------------ ----------- KENTUCKY - -------- Covington - Advanced Auto 2000 2000 7,000 100.0% -- Elsmere - Advanced Auto 2000 2000 7,000 100.0% -- Franklin Square 1998 1988 201,403 92.0% Kroger Newport Advanced Auto 2000 2000 7,000 100.0% -- Silverlake Shopping Center 1998 1988 99,286 97.3% Kroger ------------ ----------- Subtotal/Weighted Average (Kentucky) 321,689 94.2% ------------ ----------- ILLINOIS - -------- Hinsdale Lake Commons 1998 1986 178,601 86.4% Dominick's Westbrook Commons 2001 1984 121,561 99.2% Dominick's Subtotal/Weighted Average (Illinois) 300,162 91.6% ------------ ----------- MICHIGAN - -------- Fenton Marketplace 1999 1999 97,224 92.8% Farmer Jack Lakeshore Village 1998 1996 85,940 87.3% Kroger Waterford Towne Center 1998 1998 91,921 88.0% Kroger ------------ ----------- Subtotal/Weighted Average (Michigan) 275,085 89.5% ------------ ----------- SOUTH CAROLINA - -------------- Main & Meeting 1999 1999 10,908 100.0% -- Merchants Village (5) 1997 1997 79,724 100.0% Publix Queensborough (5) 1998 1993 82,333 100.0% Publix Rhett and Remount 1999 1999 10,908 100.0% -- Rosewood Shopping Center (3) 2001 2001 57,668 84.4% Publix ------------ ----------- Subtotal/Weighted Average (South Carolina) 241,541 96.3% ------------ ----------- DELAWARE - -------- Pike Creek Shopping Center 1998 1981 229,510 99.2% Acme White Oak - Dove DE 2000 2000 10,908 100.0% -- Subtotal/Weighted Average (Deleware) 240,418 99.3% ------------ ----------- 13
MISSISSIPPI - ----------- Columbia Marketplace 1993 1988 136,002 98.5% Winn-Dixie Lucedale Marketplace 1993 1989 49,059 97.6% Winn-Dixie ------------ ----------- Subtotal/Weighted Average (Mississippi) 185,061 98.3% ------------ ----------- NEW JERSEY - ---------- Atlantic City 1999 1999 10,908 100.0% -- Cape May (Bayshore & Breakwater) 1999 1999 12,739 100.0% -- Echelon Village Plaza (3) 2000 2000 88,993 81.1% Genuardi's Subtotal/Weighted Average (New Jersey) 112,640 85.0% ------------ ----------- WYOMING - ------- Dell Range 1999 1999 87,777 100.0% King Soopers ------------ ----------- MARYLAND - -------- Fallston - Goodyear (3) 2001 2001 6,763 100.0% -- ------------ ----------- PENNSYLVANIA - ------------ Hershey - Goodyear 2000 2000 6,000 100.0% -- ------------ ----------- Total Weighted Average 29,089,493 92.7% ============ =========== </TABLE> 14
<TABLE> <CAPTION> Drug Store & Other Property Name Other Anchors Tenants - ----------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> FLORIDA Jacksonville / North Florida - ---------------------------- Anastasia -- Hallmark, Starbucks, Mailboxes Bolton Plaza Wal-Mart, Blockbuster Radio Shack, Payless Shoes, Mailboxes , Cato Carriage Gate TJ Maxx Brueggers Bagels, Bedfellows, Kinko's Courtyard Target -- Ensley Square -- Radio Shack, Firehouse Subs, Amsouth Bank Fleming Island Stein Mart Mail Boxes, Etc., Radio Shack, Hallmark Highlands Square (3) Eckerd, Big Lots, Bealls Outlet Hair Cuttery, Rent Way, Radio Shack Julington Village (5) -- Mailboxes, Etc., H&R Block, Hallmark Lynnhaven (3) -- -- Millhopper Eckerd, Jo-Ann Fabrics Book Gallery, Postal Svc., Chesapeake Bagel Newberry Square Kmart, Jo-Ann Fabrics H & R Block, Cato Fashions, Olan Mills Ocala Corners (3) -- Mail Boxes, Etc., GNC, Cici's Pizza Old St. Augustine Plaza Eckerd Mail Boxes, Etc., Hallmark, Hair Cuttery, GNC Palm Harbour Eckerd, Bealls, Blockbuster Mail Boxes, Etc., Hallmark, Merle Norman Pine Tree Plaza -- Great Clips, CiCi's Pizza, Hallmark Regency Court CompUSA, Office Depot H&R Block, Mail Boxes Etc., Payless Shoes Sports Authority, Ashley Furniture Loop Restaurant, Longhorn Steakhouse South Monroe Blockbuster Rent-A-Center, H&R Block, GNC US 301 & SR 100 - Starke Eckerd -- Vineyard (3) -- -- Tampa / Orlando - --------------- Beneva Village Shops Walgreen's, Ross Dress for Less Movie Gallery, GNC, Hallmark, H&R Block Bloomingdale Square Wal-Mart, Beall's, Blockbuster Video Radio Shack, H&R Block, Hallmark, Ace Hardware Center of Seven Springs Kmart State Farm, H & R Block Kings Crossing Sun City (5) -- Hallmark, Mail Boxes Etc., Sally Beauty Supply Mainstreet Square Walgreen's Rent-A-Center, Discount Auto Parts, NY Pizza Mariner's Village Walgreen's, Blockbuster Supercuts, World Gym, Allstate Insurance Marketplace - St. Petersburg -- Mail Boxes, Etc., Starbucks, Quizno's Peachland Promenade -- Southern Video, Hallmark, GNC Regency Square TJ Maxx, AMC Famous Footwear, Hobbytown USA, Lenscrafters at Brandon Staples, Michaels, Marshalls S&K Famous Brands, Shoe Carnival, Quizno's Regency Village (3), (5) -- Sony JVC Superstore Terrace Walk CitiFinancial Mortage Co. Cici's Pizza, Norwest Financial Town Square (3) Pier 1 Imports Panera Bread, Alltel, Starbucks University Collections Eckerd, Jo-Anns Fabrics Hallmark, Dockside Imports, Kinkos Village Center-Tampa Walgreen's, Stein Mart, Blockbuster Mens Warehouse, Penera Bread, Quizno's Willa Springs -- Hallmark, Radio Shack, Starbucks, Mail Boxes Etc. West Palm Beach / Treasure Coast - -------------- Boynton Lakes Plaza Walgreen's, World Gym, Blockbuster Hair Cuttery, Baskin Robbins, Dunkin Donuts Chasewood Plaza Beall's, Books-A-Million Hallmark, GNC, Supercuts, Allstate Insurance Chasewood Storage -- -- East Port Plaza Walgreen's, Kmart, Sears Homelife H & R Block, GNC, Subway, Cato Martin Downs Village Center Beall's, Coastal Care Payless Theater, Hallmark, Bank of America Martin Downs Village Shoppes Walgreen's Allstate, H&R Block, Ocean Breeze Walgreen's, Coastal Care Mail Box Plus, World Travel Ocean East (5) Coastal Care Mail Boxes, Bank of America, Royal Dry Cleaners Tequesta Shoppes Beall's Outlet Mail Boxes, Etc., Hallmark, Radio Shack Town Center at Martin Downs -- Mail Boxes, Prudential FL Realty, Champs Hair Wellington Marketplace Walgreen's, Wellington 8 Theater Club Fitnessworks, Pak Mail, Subway, Papa John's Wellington Town Square Eckerd Mail Boxes, State Farm, Coldwell Banker, Remax Miami / Ft. Lauderdale - ---------------------- Aventura Eckerd, Humana Footlabs, Bank United, Lady of America Berkshire Commons Walgreen's H & R Block, Century 21, Allstate Garden Square Eckerd, Blockbuster Subway, GNC, Hair Cuttery, Lady of America Palm Trails Plaza -- Mail Boxes, Sal's Pizza, Personnel One Shoppes @ 104 Navarro Pharmacies Mail Boxes Etc., GNC, Subway Shoppes of Pebblebrooke (3) -- Mail Boxes Etc., Nationwide Insurance Tamiami Trail Eckerd, Blockbuster Mail Boxes, Etc., Radio Shack, Lady of America University Marketplace Beverly's Pet Center H & R Block, Mail Boxes Etc., Olan Mills Welleby Plaza Walgreen's H & R Block, Mail Boxes Plus, Pizza Hut Ft. Myers / Cape Coral - ---------------------- Grande Oaks (3) -- -- Subtotal/Weighted Average (Florida) 15
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- CALIFORNIA Los Angeles / Southern CA - ------------------------- Amerige Heights (3) Target(4), Barnes & Noble, Ross Famous Footwear, Pier 1 Imports, Hallmark Linen's 'N Things, Old Navy Starbucks, Mail Boxes, Etc., GNC Bristol and Warner Banner Central Anna's Linens, Radio Shack, Domino's Campus Marketplace (3) Long's Drugs, Blockbuster Radio Shack, Mail Boxes Etc., Starbucks, Subway Costa Verde Petco, Bookstar, Blockbuster US Post Office, Subway, Starbucks Crossroads Plaza -- -- El Camino Shopping Center Sav-On Drugs Kinkos, Bank of America, Subway, Radio Shack El Norte Parkway Plaza -- Our Fitness, Great Clips, Lens-4-Less Optical Friars Mission Long's Drugs, Blockbuster H&R Block, Mail Boxes Etc., Subway, Starbucks Garden Village (3) Rite Aid Starbucks, Peoples Bank, Supercuts Heritage Plaza Sav-On Drugs, Ace Hardware Bank of America, Hollywood Video, Quizno's Radio Shack, Mail Boxes Etc., Farmers Insurance Morningside Plaza -- Hallmark, Subway, Mail Boxes Etc. Newland Center -- Wells Fargo Bank, Kinko's, Starbucks Oakbrook Plaza Long's Drugs Century 21, TCBY Yogurt, Subway, GNC Park Plaza (5) Sav-On Drugs, Petco, Ross Radio Shack, TCBY, Subway, Hallmark Plaza de Hacienda -- Kragen Auto Parts, Taco Bell, Colortyme Plaza Hermosa Sav-On Drugs, Blockbuster Hallmark, Mail Boxes Etc., R.S.V.P. Rona Plaza NAMS Pharmacy Home Video, Acapulco Travel Santa Ana Downtown Plaza Blockbuster Little Caesars Pizza, Payless Shoes, Taco Bell Twin Peaks Target Starbucks, Subway, GNC, Clothestime Ventura Village Blockbuster Papa Johns Pizza, Fantastic Sams Westlake Village Plaza Long's Drugs, Blockbuster Bank of America, Citibank, Total Woman, Starbucks Westridge Center (3) Walgreen's -- Woodman - Van Nuys -- Supercuts, H&R Block, Chief Auto Parts San Francisco / Northern CA - --------------------------- Blossom Valley Long's Drugs US Post Office, Hallmark, Great Clips, Starbucks Corral Hollow (3),(5) Long's Drugs, Orchards Hardware Precision Cuts, Starbucks, Quizno's Country Club Village Long's Drugs, Blockbuster Subway, GNC, Starbucks Diablo Plaza Long's Drugs, Jo-Ann Fabrics Hallmark, Mail Boxes Etc., Clothestime El Cerrito Plaza (3) Long's Drugs, Barnes & Noble Pier 1 Imports, Mail Boxes Etc., GNC, Starbucks Bed, Bath & Beyond, Ross, Petco See's Candies, Allstate Insurance El Dorado Hills (3) Long' Drugs Starbucks, Supercuts Encina Grande Walgreens, Blockbuster Radio Shack, Mail Boxes, Applebees Loehmann's Plaza Long's Drugs, Loehmann's Starbucks, Hallmark, Blockbuster Video Powell Street Plaza Ross, Old Navy, Circuit City Jo-Ann Fabrics, Pier 1 Imports, Starbucks Prairie City Crossing -- Great Clips, Radio Shack, Starbucks San Leandro Blockbuster Radio Shack, Hallmark, Mail Boxes Etc., GNC Sequoia Station Long's Drugs, Old Navy Starbucks, Dress Barn, Sees Candies Barnes and Noble, The Wherehouse Strawflower Village Long's Drugs Hallmark, Mail Boxes Etc., Subway Tassajara Crossing Long's Drugs, Ace Hardware Citibank, Hallmark, Petco, GNC West Park Plaza Rite Aid, Blockbuster Starbucks, Supercuts, Kragen Auto Parks Woodside Central Marshalls, Discovery Zone Hollywood Video, Pier 1 Imports, GNC Subtotal/Weighted Average (California) TEXAS Austin - ------ Hancock Center Sears, Old Navy, Petco, Mars Music Hollywood Video, Radio Shack, GNC Market @ Round Rock Color Tile and Carpet Radio Shack, H&R Block, Merle Norman North Hills Town Center Hollywood Video Goodyear, Clothestime, Subway Dallas / Ft. Worth Arapaho Village Arapaho Village Pharmacy H&R Block, Hallmark, GNC, Mail Boxes Etc. Bethany Park Place Blockbuster Lady of America, Mr. Parcel, Fantastic Sams Casa Linda Plaza Eckerd, Petco, Blockbuster Starbucks, Supercuts, H&R Block, Rack Room 24 Hour Fitness, Colberts Mail Boxes Etc., Great Clips, Allstate Insurance Cooper Street Circuit City, Office Max, Jo-Ann Fabrics, Mail Boxes Etc., State Farm Sears Homelife 16
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- TEXAS Austin (continued) - ------------------ Creekside Plaza (5) -- Hollywood Video, CICI's Pizza, Lady of America Harwood Hills Village -- Good Year, Sport Clips, Pac N Mail Hebron Park (5) Blockbuster Lady America, Hallmark, GNC, Starbucks Hillcrest Village Blockbuster American Airlines Keller Town Center -- Pizza Hut, Radio Shack, Starbucks Lebanon/Legacy Center (3) -- Bank of America, Great Clips, State Farm MacArthur Park Phase I Pier I Imports Men's Warehouse, Sport Clips MacArthur Park Phase II (5) Linens 'N Things, Barnes & Noble Gap, Hallmark, Great Clips, Marble Slab Market @ Preston Forest Petco Nations Bank, Fantastic Sams Matlock Center (3) Wal-Mart (4) State Farm, Subway, Great Clips Mills Pointe Blockbuster Hallmark, H&R Block, Subway, State Farm Mockingbird Commons -- State Farm, GNC, Starbucks, Hallmark, CATO TEXAS Dallas / Ft. Worth (continued) - ------------------------------ Northview Plaza Blockbuster Merle Norman, Lamour Nails Overton Park Plaza (5) Home Depot, Circuit City, TJ Maxx Blockbuster, Clothestime, Starbucks, Subway Oshman's, Office Depot, Petsmart Radio Shack, TCBY Yogurt, Supercuts Prestonbrook Crossing -- Coldwell Banker, GNC, Supercuts, Quizno's Preston Park Village Gap, Blockbuster, Williams Sonoma Bath & Body Works, Mail Boxes Etc., Starbucks Talbots, Baby Gap, Gap, Wolf Camera Prestonwood Park Blockbuster Hallmark, Great Clips, Mail Boxes Etc., Subway Ridglea Plaza Eckerd, Stein Mart Radio Shack, Mail Boxes Etc., Pro-Cuts Shiloh Springs Blockbuster GNC, Great Clips, Quizno's, Radio Shack Southlake - Village Center (5) Blockbuster Radio Shack, Papa Johns, Smoothie King Southpark Bealls H&R Block, GNC, Mail Boxes Etc. Tarrant Parkway Plaza Blockbuster Hallmark, Subway, Great Clips The Village -- Famous Footwear, Hallmark, Boston Market Trophy Club Plaza Walgreens, Blockbuster Bank of America, Subway, Radio Shack, GNC Valley Ranch Centre -- Mail Boxes Etc., GNC, H&R Block, Subway Houston - ------- Champions Forest Eckerd Mail Boxes Etc., GNC, Sport Clips Coles Center (3) Randall's Food Paradise Pools, Postnet, Quizno's Fort Bend Market (3) -- Mailbox Depot, Great Clips Sweetwater Plaza Walgreen's Calico Corners, Sport Clips, Gateway Country Subtotal/Weighted Average (Texas) GEORGIA Atlanta - ------- Ashford Place Pier 1 Imports Baskin Robbin, Mail Boxes, Merle Norman Briarcliff LaVista Drug Emporium Blue Risson Grill Briarcliff Village TJ Maxx, Office Depot, Petco Subway, Party City, H&R Block Buckhead Court Pavillion Bellsouth Mobility, Outback Steakhouse Cambridge Square -- Allstate, AAA Mail & Pkg., Starbucks Cromwell Square CVS Drug, Haverty's, Hancock Fabrics First Union, Bellsouth Mobility Cumming 400 Big Lots Pizza Hut, Hair Cuttery, Autozone Delk Spectrum Eckerd, Blockbuster Mail Boxes, Etc., GNC, Hallmark Dunwoody Hall Eckerd Texaco, Blimpie, Nations Bank Dunwoody Village -- Wolf Camera, Jiffy Lube, Hallmark Killian Hill Center (3) Nationwide Insurance, Citifinancial, Tuesday Morning Loehmann's Plaza Eckerd, Loehmann's, LA Fitness Mail Boxes, Etc., GNC, H & R Block Lovejoy Station Blockbuster Subway, H&R Block, Supercuts, Pak Mail Memorial Bend TJ Maxx Hollywood Video, Pizza Hut, GNC, H & R Block Orchard Square (3) -- Mail Boxes Unlimited, Choice Cuts, Remax Paces Ferry Plaza Blockbuster Sherwin Williams, Nations Bank Powers Ferry Square CVS Drug, Pearl Arts & Crafts Domino's Pizza, Dunkin Donuts Powers Ferry Village CVS Drug Mail Boxes, Etc., Blimpies Rivermont Station CVS Drug, Blockbuster Pak Mail, GNC, Wolf Camera Roswell Village (5) Eckerd, Blockbuster Hallmark, Pizza Hut, Scholtzyky's, Hair Cuttery Russell Ridge Blockbuster Pizza Hut, Pak Mail, Hallmark, GNC 17
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- GEORGIA Atlanta - ------- Sandy Plains Village Stein Mart, Blockbuster Hallmark, Mail Boxes Etc., Subway Sandy Springs Village Staples, Blockbuster Air Touch, Steinway Piano Other Markets Evans Crossing Olsen Tire, Blockbuster Subway, Hair Cuttery, Dollar Tree LaGrange Marketplace Eckerd Lee's Nails, It's Fashions, One Price Clothing Parkway Station -- H & R Block, Pizza Hut, Super Nails Subtotal/Weighted Average (Georgia) OHIO Cincinnati - ---------- Beckett Commons Stein Mart Mail Boxes, Etc., Subway, GNC Cherry Grove CVS Drug, TJ Maxx, Hancock Fabric GNC, Hallmark, Sally Beauty Supply Hyde Park Plaza Walgreen's, Michaels, Blockbuster Radio Shack, Starbucks, Hallmark, Kinkos Barnes & Noble, Famous Footwear Jo-Ann Fabric, US Post Office, Panera Bread Regency Milford Center (3) Goodyear, CATO, Great Clips Shoppes at Mason Blockbuster Mail Boxes Etc., GNC, Great Clips Westchester Plaza -- Pizza Hut, Subway, GNC OHIO Columbus - -------- East Pointe Goodyear, Blockbuster Mail Boxes, Etc., Hallmark, Subway Kingsdale (3) Stein Mart, Goodyear Sally Beauty Supply, Jenny Craig, Famous Footware Kroger New Albany Center (5) Blockbuster Great Clips, Mail Boxes Etc., Blimpies North Gate/(Maxtown) -- Hallmark, GNC, Great Clips Park Place Blockbuster Mail Boxes Etc., Domino's, Subway Windmiller Plaza Sears Hardware Radio Shack, Sears Optical, Great Clips Worthington Park Centre CVS Drug, Blockbuster H&R Block, Radio Shack Toledo Cherry Street Center -- -- Subtotal/Weighted Average (Ohio) NORTH CAROLINA Asheville - --------- Oakley Plaza (5) CVS Drug, Western Auto Little Caesar's, Subway, Postnet Baby Superstore Life Uniform, Household Finance Charlotte - --------- Carmel Commons Eckerd, Blockbuster, Piece Goods Party City, Radio Shack, Chuck E Cheese's City View Shopping Center CVS Drug, Public Library Bellsouth, Willie's Music, H&R Block Union Square Shopping Center CVS Drug, Blockbuster Mail Boxes, Etc., Subway, TCBY, Rack Room Consolidated Theatres Greensboro - ---------- Kernersville Marketplace -- Mail Boxes, Little Caesar's, Great Clips Sedgefield Village (3) -- Great Clips, Kitchen Designs, A-Nails Raleigh / Durham Bent Tree Plaza -- Pizza Hut, Manhattan Bagel, Parcel Plus Garner Town Square Target (4), Office Max, Blockbuster Sears Optical, Friedman's Jewelers Petsmart, United Artists H & R Block, Shoe Carnival, Dress Barn Glenwood Village -- Domino's Pizza, Simple Pleasures Lake Pine Plaza Blockbuster H & R Block, GNC, Great Clips Maynard Crossing Blockbuster Mail Boxes, Etc., GNC, Hallmark 18
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- Greensboro (continued) - ---------------------- Southpoint Crossing Blockbuster Wolf Camera, GNC, H&R Block, Hallmark Woodcroft Shopping Center True Value Domino's Pizza, Subway, Nationwide Insurance Subtotal/Weighted Average (North Carolina) COLORADO Colorado Springs - ---------------- Cheyenne Meadows -- Hallmark, Nail Center, Cost Cutters Jackson Creek -- Subway, Pak Mail Woodmen Plaza -- Hallmark, GNC, Mail Boxes Etc., H&R Block Denver - ------ Boulevard Center One Hour Optical Bennigans, Great Clips, Mail Boxes Etc. Buckley Square True Value Hardware Hollywood Video, Radio Shack, Subway Crossroads Commons (5) Barnes & Noble, Mann Theaters The Wherehouse, Quizno's, Sally Beauty Supply Leetsdale Marketplace Blockbuster Radio Shack, GNC, Checkers Auto Parts Littleton Square Walgreens, Blockbuster Hallmark, H&R Block, Radio Shack, Great Clips Lloyd King Center -- GNC, Cost Cutters, Hollywood Video Redlands Marketplace (3) Blockbuster Great Clips Stroh Ranch -- Cost Cutters, Post Net, Dry Clean Station Willow Creek Center (5) Family Fitness, Gateway Taco Bell, Starbucks, Blimpies Subtotal/Weighted Average (Colorado) WASHINGTON Seattle - ------- Cascade Plaza (5) Long's Drugs, Ross Dress for Less Bally Total Fitness, JoAnn Fabrics, Fashion Bug Inglewood Plaza -- Radio Shack, Subway, Great Clips James Center Rite Aid Kinko's, Hollywood Video, U.S. Bank Lake Meridian Bartell Drugs, 24 Hour Fitness Mail Boxes Etc., Starbucks Pine Lake Village Rite Aid, Blockbuster Starbucks, Mail Post, Baskin Robbins Sammamish Highlands Bartell Drugs, Ace Hardware Hollywood Video, Starbucks, GNC, H&R Block South Point Plaza Rite Aid, Office Depot, Outback Steakhouse, Mail Boxes Etc. Pep Boys Southcenter Target (4), Boaters World Quizno's, Supercuts, Starbucks Thomas Lake Center Rite Aid, Blockbuster Great Clips, Subway, State Farm Subtotal/Weighted Average (Washington) OREGON Portland - -------- Cherry Park Market -- Hollywood Video, Subway, Baskin Robbins Murrayhill Marketplace Clarks True Value Wells Fargo Bank, Great Clips, Allstate Port of Portland (3) -- Quizno's Starbucks, Great Clips Sherwood Crossroads (3) -- Great Clips, Starbucks, Quizno's Sherwood Market Center -- Hallmark, Blimpies, GNC, Supercuts Sunnyside 205 -- Kinko's, Coldwell Banker, Quizno's Walker Center Sportmart, Blockbuster Postal Annex, Cruise Masters West Hills Blockbuster GNC, Starbucks, Great Clips, State Farm Subtotal/Weighted Average (Oregon) 19
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- ALABAMA Birmingham - ---------- Southgate Village Shopping Center (3) Rite Aid Subway, Red Wing Shoes Trace Crossing Shopping Center (3) -- -- Villages of Trussville CVS Drug Headstart, Cellular One West County Marketplace Wal-Mart GNC, Cato, Payless Shoes Montgomery - ---------- Country Club Centre Rite Aid Radio Shack, Subway, Premiere Video, GNC Other Markets - ------------- Bonner's Point Wal-Mart Subway, Cato, Movie Gallery The Marketplace Wal-Mart, Goody's Family Clothing Domino's Pizza, Subway, Hallmark, CATO Subtotal/Weighted Average (Alabama) ARIZONA Phoenix - ------- Carefree Marketplace (3) -- Pizza Hut, Subway, Great Clips Ocotillo Center (3) -- Mail Boxes Etc., Supercuts, Subway Palm Valley Marketplace (5) -- Alltel, Subway, GNC, Great Clips Paseo Village Walgreens, Blockbuster Fantastic Sams, McDonalds Pima Crossing Stein Mart, Blockbuster Pier 1 Imports, Bally Total Fitness, GNC South Mountain Shopping Center (3) -- Fashion Avenue Stonebridge Center (3) -- Cost Cutters, Post Net, Port of Subs The Provinces (3) -- Supercuts, L.A. Nails, New York Bagels Tuscon - ------ Vistoso Center (3) -- Lady of America, L.A. Nails, State Farm Subtotal/Weighted Average (Arizona) TENNESSEE Nashville - --------- Harpeth Village Blockbuster Mail Boxes, Etc., Heritage Cleaners, Great Clips Hwy 41 & Hwy 55 Eckerd -- Hwy 46 & Hwy 70 (Dickson) Eckerd -- Nashboro Village -- Hallmark, Fantastic Sams, Cellular Sales Nolensville & Thompson Lane Eckerd -- Northlake Village CVS Drug, Petco, Franks Nursery GNC, Beauty Express, Olan Mills, Rainbow Nails Peartree Village Eckerd, Office Max Hollywood Video, AAA Auto, Royal Thai Tulip Grove & Old Hickory Walgreen's -- Tullahoma Walgreen's -- West End Avenue Walgreen's -- Subtotal/Weighted Average (Tennessee) VIRGINIA Other Virginia - -------------- Big Bethal & Mercury Eckerd -- Brookville Plaza (5) -- H&R Block, Cost Cutters, Liberty Mutual High & Airline Eckerd -- Statler Square CVS Drug, Staples Hallmark, H & R Block, Hair Cuttery 20
Drug Store & Other Property Name Other Anchors Tenants - -------------------------------------------------------------------------------------------------------------- Washington D.C. - --------------- Ashburn Farms Market Center (3) Video Warehouse Starbucks, Subway, Supercuts Chesire Station (3) Petco, Blockbuster Radio Shack, Blimpies, Starbucks, GNC Subtotal/Weighted Average (Virginia) MISSOURI - -------- Olde Towne Plaza (3) Stein Mart, Lowes, Ultimate Electronics O'Charleys, Beauty First Marshalls, Homegoods St. Ann Square Bally Total Fitness Great Clips, US Navy, US Marines, US Army Subtotal/Weighted Average (Missouri) KENTUCKY - -------- Covington - Advanced Auto -- Advanced Auto Elsmere - Advanced Auto -- Advanced Auto Franklin Square Rite Aid, JC Penney, Office Depot Mail Boxes, Baskin Robbins, Kay Jewelers Chakers Theatre Hallmark, Radio Shack, Pier 1 Imports Newport Advanced Auto -- Advanced Auto Silverlake Shopping Center Blockbuster CATO, Radio Shack, H&R Block, Great Clips Subtotal/Weighted Average (Kentucky) ILLINOIS - -------- Hinsdale Lake Commons Ace Hardware, Blockbuster Hallmark, Mail Boxes Etc., Fannie Mae Westbrook Commons Walgreen's Radio Shack, Great Clips, GNC, Remax Subtotal/Weighted Average (Illinois) MICHIGAN - -------- Fenton Marketplace Blockbuster, Micheals Supercuts Lakeshore Village Rite Aid Hallmark, American Travelers Waterford Towne Center -- Supercuts, Hollywood Video, Starbucks Subtotal/Weighted Average (Michigan) SOUTH CAROLINA - -------------- Main & Meeting Eckerd -- Merchants Village (5) Firestone Tire Mail Boxes Etc., Hair Cuttery, Hallmark Queensborough (5) Pet Emporium Mail Boxes, Etc., Supercuts, Pizza Hut Rhett and Remount Eckerd -- Rosewood Shopping Center (3) Subtotal/Weighted Average (South Carolina) DELAWARE - -------- Pike Creek Shopping Center Eckerd, K-mart, Blockbuster Radio Shack, H&R Block, TCBY, GNC White Oak - Dove DE Eckerd -- Subtotal/Weighted Average (Deleware) 21
MISSISSIPPI - ----------- Columbia Marketplace Wal-Mart (4) GNC, Payless Shoes, Cato, Movie Gallery Lucedale Marketplace Edwards Discount Drugs, Wal-Mart Subway, Cato, Friendly Video Subtotal/Weighted Average (Mississippi) NEW JERSEY - ---------- Atlantic City Eckerd -- Cape May (Bayshore & Breakwater) Eckerd -- Echelon Village Plaza (3) -- Dunkin Donuts, Hair Cuttery, KFC Subtotal/Weighted Average (New Jersey) WYOMING - ------- Dell Range -- Great Clips, Hallmark, Starbucks MARYLAND - -------- Fallston - Goodyear (3) -- Goodyear PENNSYLVANIA - ------------ Hershey - Goodyear -- Goodyear Total Weighted Average </TABLE> (1) Or latest renovation (2) Includes development properties. If development properties are excluded, the total percentage leased would be 94.9% for Company shopping centers. (3) Property under development or redevelopment. (4) Tenant owns its own building. (5) Owned by a partnership with outside investors in which the Partnership or an affiliate is the general partner. 22
Item 3. Legal Proceedings Regency is, from time to time, a party to legal proceedings, which arise, in the ordinary course of its business. Regency is not currently involved in any litigation nor, to management's knowledge, is any litigation threatened against Regency, the outcome of which would, in management's judgement based on information currently available, have a material adverse effect on the financial position or results of operations of Regency. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted for stockholder vote during the fourth quarter of 2001. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters Regency's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". Regency currently has approximately 4,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on Regency's common stock by quarter for 2001 and 2000. <TABLE> <CAPTION> 2001 2000 ------------------------------------------- --------------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared - ----------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> March 31 $ 25.0000 22.6250 .50 20.9375 18.3125 .48 June 30 25.5600 23.0000 .50 23.7500 19.2500 .48 September 30 26.3500 22.7200 .50 24.0000 21.2500 .48 December 31 27.7500 24.5100 .50 24.0625 20.7500 .48 </TABLE> Regency intends to pay regular quarterly distributions to its common stockholders. Future distributions will be declared and paid at the discretion of the Board of Directors, and will depend upon cash generated by operating activities, Regency's financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the Board of Directors deems relevant. Regency anticipates that for the foreseeable future, cash available for distribution will be greater than earnings and profits due to non-cash expenses, primarily depreciation and amortization, to be incurred by Regency. Distributions by Regency to the extent of its current and accumulated earnings and profits for federal income tax purposes will be taxable to stockholders as ordinary dividend income. Distributions in excess of earnings and profits generally will be treated as a non-taxable return of capital. Such distributions have the effect of deferring taxation until the sale of a stockholder's common stock. In order to maintain its qualification as a REIT, Regency must make annual distributions to stockholders of at least 90% of its taxable income. Under certain circumstances, which management does not expect to occur, Regency could be required to make distributions in excess of cash available for distributions in order to meet such requirements. Regency currently maintains the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables its stockholders to automatically reinvest distributions, as well as, make voluntary cash payments towards the purchase of additional shares. Under the loan agreement with the lenders of Regency's line of credit, distributions may not exceed 95% of Funds from Operations ("FFO") based on the immediately preceding four quarters. FFO is defined in accordance with the NAREIT definition as described in Regency's consolidated financial statements. Also, in the event of any monetary default, Regency may not make distributions to stockholders. The following describes the registrant's sales of unregistered securities during the periods covered by this report, each sold in reliance on Rule 506 of the Securities Act. No transactions to report during 2001. 23
Item 6. Selected Consolidated Financial Data (in thousands, except per share data and number of properties) The following table sets forth Selected Financial Data on a historical basis for the five years ended December 31, 2001, for Regency. This information should be read in conjunction with the financial statements of Regency (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K. This historical Selected Financial Data has been derived from the audited financial statements. <TABLE> <CAPTION> 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Operating Data: Revenues: Rental revenues $ 353,616 331,218 278,960 130,487 88,855 Service operations revenue 31,495 27,226 18,239 11,863 8,448 Equity in income of investments in real estate partnerships 3,439 3,139 4,688 946 33 ------------ ----------- ----------- ----------- ------------- Total revenues 388,550 361,583 301,887 143,296 97,336 ------------ ----------- ----------- ----------- ------------- Operating expenses: Operating, maintenance and real estate taxes 88,975 82,296 67,457 30,844 22,904 General and administrative and other expenses 24,917 21,870 19,747 15,064 9,964 Depreciation and amortization 67,506 59,430 48,612 25,046 16,303 ------------ ----------- ----------- ----------- ------------- Total operating expenses 181,398 163,596 135,816 70,954 49,171 ------------ ----------- ----------- ----------- ------------- Interest expense, net of interest income 68,839 67,163 57,870 26,829 18,667 ------------ ----------- ----------- ----------- ------------- Income before gain, provision on real estate investments and minority interests 138,313 130,824 108,201 45,513 29,498 Gain (loss) on sale of operating properties 699 4,507 (233) 10,726 451 Provision for loss on operating properties held for sale (1,595) (12,995) - - - ------------ ----------- ----------- ----------- ------------- Income before minority interests 137,417 122,336 107,968 56,239 29,948 Minority interest preferred unit distributions (33,475) (29,601) (12,368) (3,359) - Minority interest of exchangeable Partnership units (2,557) (2,492) (2,898) (1,826) (2,042) Minority interest of limited partners (721) (2,632) (2,856) (464) (505) ------------ ----------- ----------- ----------- ------------- Net income 100,664 87,611 89,846 50,590 27,402 Preferred stock dividends (2,965) (2,817) (2,245) - - ------------ ----------- ----------- ----------- ------------- Net income for common stockholders $ 97,699 84,794 87,601 50,590 27,402 ============ =========== =========== =========== ============= Net income for common stockholders per share: Basic $ 1.70 1.49 1.61 1.80 1.28 ============ =========== =========== =========== ============= Diluted $ 1.69 1.49 1.61 1.75 1.23 ============ =========== =========== =========== ============= Other Data: Common stock outstanding 57,601 56,898 56,924 25,489 23,992 Common Units, preferred stock and Class B Common stock outstanding 3,043 3,150 3,565 4,337 3,550 Company owned gross leasable area 29,089 27,991 24,769 14,652 9,981 Number of properties (at end of year) 272 261 216 129 89 Ratio of earnings to fixed charges 1.7 1.7 1.9 2.1 2.3 Common dividends per share $ 2.00 1.92 1.84 1.76 1.68 Balance Sheet Data: Real estate investments at cost $ 3,156,831 2,943,627 2,636,193 1,250,332 833,402 Total assets $ 3,109,314 3,035,144 2,654,936 1,240,107 826,849 Total debt $ 1,396,721 1,307,072 1,011,967 548,126 278,050 Stockholders' equity $ 1,219,051 1,225,415 1,247,249 550,741 513,627 </TABLE> 24
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation ("Regency" or "Company") appearing elsewhere within. Organization - ------------ Regency is a qualified real estate investment trust ("REIT") which began operations in 1993. 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., ("RCLP") an operating partnership in which Regency currently owns approximately 97% 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: <TABLE> <CAPTION> December 31, 2001 December 31, 2000 ----------------- ----------------- Location # Properties GLA % Leased * # Properties GLA % Leased * ------------ --------- ---------- ------------ ----------- ---------- <S> <C> <C> <C> <C> <C> <C> Florida 56 6,535,254 92.0% 55 6,558,734 92.7% California 39 4,879,051 98.8% 39 4,922,329 98.4% Texas 36 4,579,263 92.8% 33 4,125,058 94.2% Georgia 26 2,556,471 93.3% 26 2,553,041 95.2% Ohio 14 1,870,079 93.5% 13 1,760,955 96.7% North Carolina 13 1,302,751 98.1% 13 1,302,751 97.4% Colorado 12 1,188,480 99.2% 10 897,788 97.9% Washington 9 1,095,457 98.1% 10 1,180,020 95.8% Oregon 8 740,095 93.2% 9 776,853 91.7% Alabama 7 665,440 95.3% 5 516,062 97.9% Arizona 9 627,612 98.6% 8 522,014 97.9% Tennessee 10 493,860 99.4% 10 493,860 99.7% Virginia 6 408,368 97.6% 6 419,440 95.3% Missouri 2 370,176 92.9% 2 369,045 95.8% Kentucky 5 321,689 94.2% 5 325,347 100.0% Illinois 2 300,162 91.6% 1 178,601 86.4% Michigan 3 275,085 89.5% 3 274,987 94.1% South Carolina 5 241,541 100.0% 4 183,872 97.4% Delaware 2 240,418 99.3% 2 239,077 98.6% Mississippi 2 185,061 98.3% 2 185,061 97.7% New Jersey 3 112,640 100.0% 3 112,514 100.0% Wyoming 1 87,777 100.0% 1 87,777 - Maryland 1 6,763 - - - - Pennsylvania 1 6,000 100.0% 1 6,000 100.0% -------------- --------------- ---------------- -------------- --------------- ------------- Total 272 29,089,493 94.9% 261 27,991,186 95.4% ============== =============== ================ ============== =============== ============= </TABLE> * 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. Regency's current investment markets have continued to offer stable economies, and accordingly, we expect to realize growth in net income as a result of increasing occupancy in the portfolio, increasing rental rates, development and acquisition of shopping centers in targeted markets, and redevelopment of existing shopping centers. 25
The following table summarizes the four largest grocery tenants occupying our shopping centers at December 31, 2001: <TABLE> <CAPTION> Percentage of Percentage of Grocery Number of Company- Annualized Average Remaining Anchor Stores (a) owned GLA Base Rent (b) Lease Term ------ ---------- --------- ------------- ---------- <S> <C> <C> <C> <C> Kroger 60 11.5% 9.2% 16 years Publix 48 7.5% 5.4% 13 years Safeway 48 5.9% 4.8% 12 years Albertsons 25 3.2% 2.7% 15 years </TABLE> (a) Includes grocery tenant owned stores (b) Includes properties owned through joint ventures 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 in hand 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 December 31, 2001, we had 41 projects under construction or undergoing major renovations, which, when complete will represent an investment of $622 million before reimbursement of certain tenant-related costs and expected sale proceeds from adjacent land and outparcels. Total costs necessary to complete these developments are estimated to be $202 million and will be expended through 2004. These developments are approximately 68% complete and 79% pre-leased. During 2001, we also purchased three grocery anchored shopping centers for $72.8 million, representing 435,720 square feet of GLA. Regency 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 2001, Columbia acquired two shopping centers from Regency for $32.3 million, acquired two shopping centers from unaffiliated sellers for $42.0 million, and acquired three shopping centers from PERFCO for $73.4 million. During 2001 and 2000, we recognized gains on the sale of shopping centers to Columbia of $1.0 million and $3.7 million, respectively, which represents gain recognition on only that portion of Columbia not owned by us, and received net proceeds of $24.9 million and $40.5 million, respectively. Regency 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. During 2001, MCWR acquired five shopping centers from Regency for $36.7 million. During 2001, the Company recognized gains on the sale of shopping centers to MCWR of $1.8 million, which represents gain recognition on only that portion of MCWR not owned by us, and received net proceeds of $27.8 million. The Columbia and MCWR joint ventures intend to continue to acquire retail shopping centers, some of which may be sold to them by Regency. We are required to provide our pro rata share of the purchase price of real estate to be acquired by these ventures. During 2000, we acquired the non-owned portion of two properties in one joint venture for $2.5 million in cash. The net assets of the joint venture were and continue to be consolidated into Regency. Prior to acquiring the non-owned portion, the joint venture partner's interest was reflected as limited partners' interest in consolidated partnerships in our financial statements. We also acquired the non-owned portion of nine properties in five joint ventures, previously accounted for using the equity method, for $4.4 million consisting of 26
cash, common stock and Units. As a result, these joint ventures are wholly owned by us and are consolidated for financial reporting purposes as of the date of the acquisition. On February 28, 1999, we acquired Pacific Retail Trust ("Pacific") for approximately $1.157 billion. At the date of the acquisition, Pacific was operating or had under development 71 retail shopping centers representing 8.4 million square feet of GLA. During 1998, we acquired 43 shopping centers and joint ventures for a total investment of $384.3 million ("1998 Acquisitions") excluding contingent consideration. During 2000 and 1999, we paid contingent consideration of $5.0 million and $9.0 million, respectively, related to the 1998 Acquisitions. No additional contingent consideration is due related to these acquisitions. 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 $184.1 million and $178.5 million for the years ended December 31, 2001 and 2000, respectively. During 2001 and 2000, we incurred capital expenditures of $15.8 million and $19.1 million to improve our shopping center portfolio, paid scheduled principal payments of $6.1 million and $6.2 million to our lenders, and paid dividends and distributions of $154.4 million and $145.1 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 Regency with a capital source for new development and acquisitions, while earning market based fees as the asset manager. During 2001 and 2000, proceeds from the sale of real estate to third parties and joint ventures were $142.0 million and $165.9 million, respectively. Net cash used in investing activities was $162.3 million and $335.3 million during 2001 and 2000, respectively, 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 $94.9 million in 2001 and net cash provided from financing activities was $203.6 million in 2000. The net cash used in financing activities was a result of reducing the balance of the line of credit (the "Line") using cash balances available on December 31, 2000. Outstanding debt at December 31, 2001 and 2000 consists of the following (in thousands): <TABLE> <CAPTION> 2001 2000 ---- ---- <S> <C> <C> Notes Payable: Fixed rate mortgage loans $ 240,091 270,491 Variable rate mortgage loans 21,691 40,640 Fixed rate unsecured loans 760,939 529,941 -------------- --------------- Total notes payable 1,022,721 841,072 Unsecured line of credit 374,000 466,000 -------------- --------------- Total $ 1,396,721 1,307,072 ============== =============== </TABLE> 27
Mortgage loans are secured by certain real estate properties, and may be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2019. Variable interest rates on mortgage loans are currently based on LIBOR plus a spread in a range of 125 basis points to 175 basis points. Fixed interest rates on mortgage loans range from 6.82% to 9.5%. During 2001, we modified the terms of the Line by reducing the commitment to $600 million, reducing the interest rate spread from 1.0% to .85% and extending the maturity date to April 2004. A reduction in the Line allowed us to reduce the commitment to a level that is sufficient to fund our short-term capital needs without paying unnecessary fees on unused commitments not expected to be used. Interest rates paid on the Line at December 31, 2001 and 2000 were based on LIBOR plus .85% and 1.0% or 2.913% and 7.875%, 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. Subsequent to December 31, 2001, we paid down the Line with the net proceeds of an unsecured debt offering for $250 million completed on January 15, 2002. The notes have a fixed interest rate of 6.75%, were priced at 99.850%, are due on January 15, 2012 and are guaranteed by Regency. On December 12, 2001, we completed a $20 million unsecured debt offering with an interest rate of 7.25%. These notes were priced at 99.375% and are due on December 12, 2011. On January 22, 2001, we completed a $220 million unsecured debt offering with an interest rate of 7.95%. These notes were priced at 99.867% and are due on January 15, 2011. The net proceeds of these offerings were used to reduce the balance of the Line. During 2000, we completed $160 million of unsecured debt offerings with an interest rate of 8.0% to 8.45% and are due in 2010. During 1999, we completed $250 million of unsecured debt offerings with interest rates of 7.4% to 7.75%, due in 2004 and 2009. The net proceeds of these offerings were used to reduce the balance of the Line. As of December 31, 2001, scheduled principal repayments on notes payable and the Line were as follows (in thousands): <TABLE> <CAPTION> Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- -------------- --------------- --------------- <S> <C> <C> <C> 2002 $ 5,051 44,083 49,134 2003 4,803 22,863 27,666 2004 (includes the Line) 5,185 585,829 591,014 2005 4,011 148,029 152,040 2006 3,578 24,089 27,667 Beyond 5 Years 29,422 511,933 541,355 Unamortized debt premiums - 7,845 7,845 -------------- --------------- --------------- Total $ 52,050 1,344,671 1,396,721 ============== =============== =============== </TABLE> Unconsolidated partnerships and joint ventures in which we have an investment also had mortgage loans payable of $67.5 million at December 31, 2001. Our proportionate share of these loans is $14.7 million. Mortgage loans payable totaling $62.5 million are non-recourse and contain no other provisions that would result in a contingent liability to the Company. The Company is the guarantor of a $5.0 million mortgage loan for Regency Ocean East Partnership, L.P. 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 $1.43 billion. 28
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 December 31, 2001 and 2000 the face value of total preferred units issued was $384 million with an average fixed distribution rate of 8.72%. Our real estate portfolio grew by 5.6% during 2001 as a result of the acquisition and development activity discussed above. 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. Regency 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 company, 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 2001 to 2000 Revenues increased $27.0 million or 7% to $388.5 million in 2001. The increase was due primarily to revenues from newly completed developments that only partially operated during 2000, and from growth in rental rates at the operating properties. Minimum rent increased $15.4 million or 6%, and recoveries from tenants increased $6.4 million or 9%. At December 31, 2001, we were operating or developing 272 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 December 31, 2001, we had 231 stabilized shopping centers that were 94.9% leased. At December 31, 2000, these properties were 95.4% leased. In 2001, rental rates grew by 10.5% from renewal leases and new leases replacing previously occupied spaces in the stabilized properties. Service operations revenue includes management fees and commission income, profits and losses from the sale of developed properties and gains or losses from the sale of land and outparcels. The Company accounts for profit 29
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 Company 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 Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have substantial continuing involvement with the property. Service operations revenue increased by $4.3 million to $31.5 million in 2001, or 16%. The increase was primarily due to a $12.4 million increase in gains from the sale of land and outparcels, a $1.7 million increase in management fees primarily related to the Columbia and MCWR joint ventures, offset by a $9.8 million reduction in development profits. The reduction in development profits was a result of selling fewer developments during 2001 vs. 2000. Operating expenses increased $17.8 million or 11% to $181.4 million in 2001. Combined operating and maintenance, and real estate taxes increased $6.7 million or 8% during 2001 to $89.0 million. The increase was primarily due to expenses incurred by newly completed developments that only partially operated during 2000, and general increases in operating expenses on the stabilized properties. General and administrative expenses were $20.6 million during 2001 vs. $19.9 million in 2000 or 3% higher as a result of general salary and benefit increases. Depreciation and amortization increased $8.1 million during 2001 or 14% primarily due to developments that only partially operated during 2000. We review our real estate portfolio for value impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We determine impairment based upon the difference between estimated sales value (less estimated costs to sell) and net book value. During 2001 and 2000 we recorded a provision for loss on operating properties held for sale of $1.6 million and $13.0 million, respectively. Interest expense increased to $74.4 million in 2001 from $72.0 million in 2000 or 3%. The increase was primarily due to higher debt balances and a higher percentage of outstanding debt with fixed interest rates, which are generally higher than variable interest rates. Regency had $1.4 billion and $1.3 billion of outstanding debt at December 31, 2001 and 2000, respectively. On December 31, 2001, 72% of outstanding debt had fixed interest rates vs. 61% on December 31, 2000. Preferred unit distributions increased $3.9 million to $33.5 million during 2001 as a result of the preferred units issued in 2000. Net income for common stockholders was $97.7 million in 2001 vs. $84.8 million in 2000, or a 15% increase. Diluted earnings per share was $1.69 in 2001 vs. $1.49 in 2000, or 13% higher as a result of the increase in net income. Comparison 2000 to 1999 Revenues increased $59.7 million or 20% to $361.6 million in 2000. The increase was due primarily to the Pacific acquisition, which did not occur until February 28, 1999, revenues from newly completed developments that only partially operated during 1999, and from growth in rental rates and occupancy levels at the operating properties. Minimum rent increased $38.2 million or 18%, and recoveries from tenants increased $13.8 million or 25%. At December 31, 2000, Regency was operating or developing 261 shopping centers. At December 31, 2000, we had 210 stabilized shopping centers that were 95.4% leased. At December 31, 1999, these properties were 94.2% leased. In 2000, rental rates grew by 8% from renewal leases and new leases replacing previously occupied spaces in the stabilized properties. Service operations revenue increased by $9.0 million to $27.2 million in 2000, or 49%. The increase was primarily due to a $11.1 million increase in development profits offset by a $2.1 million reduction in property management fees. During 2000 we reduced the portfolio of properties managed for third party owners that was unprofitable. Operating expenses increased $27.8 million or 20% to $163.6 million in 2000. Combined operating and maintenance, and real estate taxes increased $14.8 million or 22% during 2000 to $82.3 million. The increase was primarily due to the Pacific acquisition, expenses incurred by newly completed developments that only partially operated during 1999, and general increases in operating expenses on the stabilized properties. General and administrative expenses were $19.9 million during 2000 vs. $19.3 million in 1999 or 3% higher as a result of general salary and benefit increases, and new employees hired in 2000. Depreciation and amortization increased $10.8 million during 2000 or 22% 30
primarily due to the Pacific acquisition and developments that only partially operated during 1999. During 2000, we recorded a provision for loss on operating properties held for sale of $13.0 million related to a portfolio of properties under contract for sale that no longer met our long-term investment standards. These properties were classified as operating properties held for sale at December 31, 2000, and depreciation and amortization was suspended. Interest expense increased to $72.0 million in 2000 from $60.1 million in 1999 or 20%. The increase was primarily due to the assumption of debt from the Pacific acquisition, and higher interest costs related to interest rate increases on outstanding debt balances including the unsecured debt offerings completed in 2000 and 1999. Preferred unit distributions increased $17.2 million to $29.6 million during 2000 as a result of the preferred units issued in 2000 and 1999. Average fixed distribution rates of the preferred units were 8.72% at December 31, 2000 vs. 8.71% at December 31, 1999. Net income for common stockholders was $84.8 million in 2000 vs. $87.6 million in 1999, or a 3% decrease. The decline was primarily a result of the provision for loss on operating properties held for sale and increased preferred unit distributions, net of the acquisition and development activity described above. Diluted earnings per share was $1.49 in 2000 vs. $1.61 in 1999, or 7.5% lower as a result of the decrease in net income. New Accounting Standards and Accounting Changes - ----------------------------------------------- In August 2001, the Financial Accounting Standards Board issued FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement 144"), which supercedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("Statement 121"). Statement 144 retains the fundamental provisions in Statement 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with Statement 121. Regency is required to adopt Statement 144 no later than the year beginning after December 15, 2001, and plans to adopt its provisions for the quarter ending March 31, 2002. We have determined that our portfolio of operating properties held for sale will have to be reevaluated given the establishment of the six criteria set forth in Statement 144. We believe that the majority of the assets will not meet all six criteria and thus will have to be reclassified as properties to be held and used. We have determined that should we reclassify all of these properties, no additional charges to expense would occur. We have determined that the other provisions of Statement 144 will not have a significant impact on operations. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment to FASB Statement No. 133" ("FAS 138"), which is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. FAS 138 and FAS 133 establish accounting and reporting standards for derivative instruments and hedging activities. FAS 138 and FAS 133 require entities to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. FAS 138 and FAS 133 will have no impact to the financial statements as we have no derivative instruments. Environmental Matters - --------------------- Regency, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations. The operation of dry cleaning plants at 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 Regency 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 Regency's 31
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 Regency. Inflation - --------- Inflation has remained relatively low during 2001 and 2000 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. Item 7a. Quantitative and Qualitative Disclosures about Market Risk Market Risk - ----------- Regency 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 Regency's real estate investment portfolio and operations. Regency's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives Regency borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. Regency has no plans to enter into derivative or interest rate transactions for speculative purposes, and at December 31, 2001, Regency did not have any borrowings hedged with derivative financial instruments. Regency's interest rate risk is monitored using a variety of techniques. The table below presents the principal 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. <TABLE> <CAPTION> Fair 2002 2003 2004 2005 2006 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- <S> <C> <C> <C> <C> <C> <C> <C> <C> Fixed rate debt 48,906 18,103 205,114 152,040 27,667 541,355 993,185 1,033,827 Average interest rate for all debt 7.87% 7.85% 7.97% 8.05% 8.08% 8.08% - - Variable rate LIBOR debt 228 9,563 385,900 - - - 395,691 395,691 Average interest rate for all debt 5.35% 5.29% - - - - - - </TABLE> As the table incorporates only those exposures that exist as of December 31, 2001, it does not consider those exposures or positions, which could arise after that date. Moreover, because firm commitments are not presented in the table above, the information presented therein has limited predictive value. As a result, Regency's ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, Regency's hedging strategies at that time, and interest rates. Item 8. Consolidated Financial Statements and Supplementary Data The Consolidated Financial Statements and supplementary data included in this Report are listed in Part IV, Item 14(a). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 32
PART III Item 10. Directors and Executive Officers of the Registrant Information concerning the directors of Regency is incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2002 Annual Meeting of Shareholders. The following provides information concerning the executive officers of Regency. MARTIN E. STEIN, JR. Mr. Stein, age 49, is Chairman of the Board and Chief Executive Officer of Regency. He served as President of Regency from its initial public offering in October 1993 until December 31, 1998. Mr. Stein also served as President of Regency's predecessor real estate division since 1981, and Vice President from 1976 to 1981. He is a director of Patriot Transportation Holding, Inc., a publicly held transportation and real estate company, Stein Mart, Inc. and Florida Rock Industries, Inc. MARY LOU FIALA. Mrs. Fiala, age 50, became President and Chief Operating Officer of Regency in January 1999. Before joining Regency she was Managing Director - Security Capital U.S. Realty Strategic Group from March 1997 to January 1999. Ms. Fiala was Senior Vice President and Director of Stores, New England - Macy's East/Federated Department Stores from 1994 to March 1997. From 1976 to 1994, Ms. Fiala held various merchandising and store operations positions with Macy's/Federated Department Stores. BRUCE M. JOHNSON Mr. Johnson, age 54, has been Managing Director and Chief Financial Officer of Regency since its initial public offering in October 1993. Mr. Johnson also served as Executive Vice President of Regency's predecessor real estate division since 1979. Item 11. Executive Compensation Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2002 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2002 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2002 Annual Meeting of Shareholders. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements and Financial Statement Schedules: Regency's 2001 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the financial statements at the end of this report. (b) Reports on Form 8-K: None 33
(c) Exhibits: 3. Articles of Incorporation and Bylaws (i) Restated Articles of Incorporation of Regency Centers Corporation as amended to date. (ii) Restated Bylaws of Regency Centers Corporation, (incorporated by reference to Exhibit 10 of the Company's Form 10-Q filed November 7, 2000). 4. (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of Incorporation and Bylaws of Regency Centers Corporation defining rights of security holders. (b) Indenture dated July 20, 1998 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-4 of Regency Centers, L.P., No. 333-63723). (c) Indenture dated March 9, 1999 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-3 of Regency Centers, L.P., No. 333-72899) (d) Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to Exhibit 4.4 of Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763) 10. Material Contracts ~(a) Regency Centers Corporation 1993 Long Term Omnibus Plan, as amended. ~*(b) Form of Stock Purchase Award Agreement ~*(c) Form of Management Stock Pledge Agreement, relating to the Stock Purchase Award Agreement filed as Exhibit 10(b) ~*(d) Form of Promissory Note, relating to the Stock Purchase Award Agreement filed as Exhibit 10(b) ~*(e) Form of Option Award Agreement for Key Employees ~*(f) Form of Option Award Agreement for Non-Employee Directors ~*(g) Annual Incentive for Management Plan ~*(h) Form of Director/Officer Indemnification Agreement - ------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference 34
~*(i) Form of Non-Competition Agreement between Regency Centers Corporation and Joan W. Stein, Robert L. Stein, Richard W. Stein, the Martin E. Stein Testamentary Trust A and the Martin E. Stein Testamentary Trust B. (j) The following documents relating to the purchase by Security Capital U.S. Realty and Security Capital Holdings, S.A. of up to 45% of the Registrant's outstanding common stock: ++ (i) Stock Purchase Agreement dated June 11, 1996. ++ (ii) Stockholders' Agreement dated July 10, 1996. (A) First Amendment of Stockholders' Agreement dated February 10, 1997 (incorporated by reference to the Company's Form 8-K report filed March 14, 1997) (B) Amendment No. 2 to Stockholders' Agreement dated December 4, 1997 (incorporated by reference to Exhibit 6.2 to Schedule 13D/A filed by Security Capital U.S. Realty on December 11, 1997) - -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference ++ Filed as appendices to the Company's definitive proxy statement dated August 2, 1996 and incorporated herein by reference. 35
(C) Amendment No. 3 to Stockholders Agreement dated September 23, 1998 (incorporated by reference to Exhibit 8.2 to Schedule 13D/A filed by Security Capital U.S. Realty on October 2, 1998) (D) Letter Agreement dated June 14, 2000 to Stockholders Agreement dated September 23, 1998 (incorporated by reference to Exhibit 10.2 to Schedule 13D/A filed by Security Capital U.S. Realty on September 27, 2000) ++ (iii) Registration Rights Agreement dated July 10, 1996. (k) Stock Grant Plan adopted on January 31, 1994 to grant stock to employees (incorporated by reference to the Company's Form 10-Q filed May 12, 1994). ~@ (l) Criteria for Restricted Stock Awards under 1993 Long Term Omnibus Plan. ~@ (m) Form of 1996 Stock Purchase Award Agreement. @ (n) Form of 1996 Management Stock Pledge Agreement relating to the Stock Purchase Award Agreement filed as Exhibit 10(o). ~@ (o) Form of Promissory Note relating to 1996 Stock Purchase Award Agreement filed as Exhibit 10(o). (p) Third Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended. (q) Second Amended and Restated Credit Agreement dated as of July 21, 2000 by and among Regency Centers, L.P., a Delaware limited partnership (the "Borrower"), Regency Realty Corporation, a Florida corporation (the "Parent"), each of the financial institutions initially a signatory hereto together with their assignees, (the "Lenders"), and Wells Fargo Bank, National Association, as contractual representative of the Lenders to the extent and in the manner provided, (incorporated by reference to Exhibit 10 of the Company's Form 10-Q filed November 7, 2000). ~(r) Amended and Restated Severance and Change of Control Agreement dated as of March, 2002 by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and Martin E. Stein, Jr. (the "Employee") and Mary Lou Fiala (the "Employee") ~(s) Amended and Restated Severance and Change of Control Agreement dated as of March, 2002 by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and Bruce M. Johnson (the "Employee") 21. Subsidiaries of the Registrant 23. Consent of KPMG LLP - -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). ++ Filed as appendices to the Company's definitive proxy statement dated August 2, 1996 and incorporated herein by reference. @ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and incorporated herein by reference. 36
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGENCY CENTERS CORPORATION Date: March 21, 2002 By: /s/ Martin E. Stein, Jr. -------------------------------------- Martin E Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 21, 2002 By: /s/ Bruce M. Johnson -------------------------------------- Bruce M. Johnson, Managing Director and Principal Financial Officer Date: March 21, 2002 By: /s/ J. Christian Leavitt -------------------------------------- J. Christian Leavitt, Senior Vice President, Finance and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date: March 21, 2002 /s/ Martin E. Stein, Jr. ---------------------------------------- Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 21, 2002 /s/ Mary Lou Fiala ---------------------------------------- Mary Lou Fiala, President, Chief Operating Officer and Director Date: March 21, 2002 /s/ Raymond L. Bank ---------------------------------------- Raymond L. Bank, Director Date: March 21, 2002 /s/ C. Ronald Blankenship ---------------------------------------- C. Ronald Blankenship, Director Date: March 21, 2002 /s/ A. R. Carpenter ---------------------------------------- A. R. Carpenter, Director Date: March 21, 2002 /s/ J. Dix Druce, Jr. ---------------------------------------- J. Dix Druce, Jr., Director Date: March 21, 2002 /s/ John T. Kelley ---------------------------------------- John T. Kelley, Director Date: March 21, 2002 /s/ Douglas S. Luke ---------------------------------------- Douglas S. Luke, Director Date: March 21, 2002 /s/ John C. Schweitzer ---------------------------------------- John C. Schweitzer, Director Date: March 21, 2002 /s/ Thomas G. Wattles ---------------------------------------- Thomas G. Wattles, Director Date: March 21, 2002 /s/ Terry N. Worrell ---------------------------------------- Terry N. Worrell, Director 37
REGENCY CENTERS CORPORATION INDEX TO FINANCIAL STATEMENTS Regency Centers Corporation Independent Auditors' Report F-2 Consolidated Balance Sheets as of December 31, 2001 and 2000 F-3 Consolidated Statements of Operations for the years ended December 31, 2001, 2000, and 1999 F-4 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2001, 2000 and 1999 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999 F-6 Notes to Consolidated Financial Statements F-8 Financial Statement Schedule Independent Auditors' Report on Financial Statement Schedule S-1 Schedule III - Regency Centers Corporation Combined Real Estate and Accumulated Depreciation - December 31, 2001 S-2 All other schedules are omitted because they are not applicable or because information required therein is shown in the consolidated financial statements or notes thereto. F-1
Independent Auditors' Report The Shareholders and Board of Directors Regency Centers Corporation: We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP KPMG LLP Jacksonville, Florida January 31, 2002 F-2
REGENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2001 and 2000 <TABLE> <CAPTION> 2001 2000 ---- ---- <S> <C> <C> Assets Real estate investments (notes 2, 5 and 9): Land $ 600,081,672 564,089,984 Buildings and improvements 1,914,961,155 1,813,554,881 ------------------ --------------- 2,515,042,827 2,377,644,865 Less: accumulated depreciation 202,325,324 147,053,900 ------------------ --------------- 2,312,717,503 2,230,590,965 Properties in development 408,437,476 296,632,730 Operating properties held for sale 158,121,462 184,150,762 Investments in real estate partnerships (note 4) 75,229,636 85,198,279 ------------------ --------------- Net real estate investments 2,954,506,077 2,796,572,736 Cash and cash equivalents 27,853,264 100,987,895 Notes receivable 32,504,941 66,423,893 Tenant receivables, net of allowance for uncollectible accounts of $4,980,335 and $4,414,085 at December 31, 2001 and 2000, respectively 47,723,145 39,407,777 Deferred costs, less accumulated amortization of $20,402,059 and $13,910,018 at December 31, 2001 and 2000, respectively 34,399,242 21,317,141 Other assets 12,327,567 10,434,298 ------------------ --------------- $ 3,109,314,236 3,035,143,740 ================== =============== Liabilities and Stockholders' Equity Liabilities: Notes payable (note 5) $ 1,022,720,748 841,072,156 Unsecured line of credit (note 5) 374,000,000 466,000,000 Accounts payable and other liabilities 73,434,322 75,460,304 Tenants' security and escrow deposits 8,656,456 8,262,885 ------------------ --------------- Total liabilities 1,478,811,526 1,390,795,345 ------------------ --------------- Preferred units (note 6) 375,403,652 375,407,777 Exchangeable operating partnership units 32,108,191 34,899,813 Limited partners' interest in consolidated partnerships 3,940,011 8,625,839 ------------------ --------------- Total minority interest 411,451,854 418,933,429 ------------------ --------------- Stockholders' equity (notes 6, 7 and 8): Series 2 cumulative convertible preferred stock and paid in capital, $.01 par value per share: 1,502,532 shares authorized; 1,487,507 shares issued and outstanding at December 31, 2001 and 2000, respectively; liquidation preference $20.83 per share 34,696,112 34,696,112 Common stock $.01 par value per share: 150,000,000 shares authorized; 60,995,496 and 60,234,925 shares issued at December 31, 2001 and 2000, respectively 609,955 602,349 Treasury stock; 3,394,045 and 3,336,754 shares held at December 31, 2001 and 2000, respectively, at cost (67,346,414) (66,957,282) Additonal paid in capital 1,327,579,434 1,317,668,173 Distributions in excess of net income (68,226,276) (51,064,870) Stock loans (8,261,955) (9,529,516) ------------------ --------------- Total stockholders' equity 1,219,050,856 1,225,414,966 ------------------ --------------- Commitments and contingencies (notes 9 and 10) $ 3,109,314,236 3,035,143,740 ================== =============== </TABLE> See accompanying notes to consolidated financial statements F-3
REGENCY CENTERS CORPORATION Consolidated Statements of Operations For the Years ended December 31, 2001, 2000, and 1999 <TABLE> <CAPTION> 2001 2000 1999 ---- ---- ---- <S> <C> <C> <C> Revenues: Minimum rent (note 9) $ 271,713,124 256,279,019 218,039,441 Percentage rent 5,833,674 5,231,517 5,000,272 Recoveries from tenants 76,068,575 69,707,918 55,919,788 Service operations revenue 31,494,739 27,226,411 18,239,486 Equity in income of investments in real estate partnerships 3,439,397 3,138,553 4,687,944 ---------------- ---------------- ---------------- Total revenues 388,549,509 361,583,418 301,886,931 ---------------- ---------------- ---------------- Operating expenses: Depreciation and amortization 67,505,587 59,430,262 48,611,519 Operating and maintenance 50,239,821 47,297,799 39,204,109 General and administrative 20,560,939 19,932,609 19,274,225 Real estate taxes 38,734,782 34,998,404 28,253,961 Other expenses 4,356,384 1,936,686 472,526 ---------------- ---------------- ---------------- Total operating expenses 181,397,513 163,595,760 135,816,340 ---------------- ---------------- ---------------- Interest expense (income): Interest expense 74,416,416 71,970,783 60,067,007 Interest income (5,577,487) (4,807,711) (2,196,954) ---------------- ---------------- ---------------- Net interest expense 68,838,929 67,163,072 57,870,053 ---------------- ---------------- ---------------- Income before gain, provision on real estate investments and minority interests 138,313,067 130,824,586 108,200,538 Gain (loss) on sale of operating properties 699,376 4,506,982 (232,989) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - ---------------- ---------------- ---------------- Income before minority interests 137,417,307 122,336,156 107,967,549 Minority interest preferred unit distributions (33,475,007) (29,601,184) (12,368,403) Minority interest of exchangeable partnership units (2,557,003) (2,492,419) (2,897,778) Minority interest of limited partners (721,090) (2,631,721) (2,855,404) ---------------- ---------------- ---------------- Net income 100,664,207 87,610,832 89,845,964 Preferred stock dividends (2,965,099) (2,817,228) (2,244,593) ---------------- ---------------- ---------------- Net income for common stockholders $ 97,699,108 84,793,604 87,601,371 ================ ================ ================ Net income for common stockholders per share (note 7): Basic $ 1.70 1.49 1.61 ================ ================ ================ Diluted $ 1.69 1.49 1.61 ================ ================ ================ </TABLE> See accompanying notes to consolidated financial statements F-4
REGENCY CENTERS CORPORATION Consolidated Statements of Stockholders' Equity For the Years ended December 31, 2001, 2000 and 1999 <TABLE> <CAPTION> Class B Additional Distributions Total Series 1 and 2 Common Common Treasury Paid In in exess of Stock Stockholders' Preferred Stock Stock Stock Stock Capital Net Income Loans Equity --------------- ------- -------- ----------- ------------- ------------------------ ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Balance at December 31, 1998 $ - 254,889 25,000 - 578,466,708 (19,395,744) (8,609,390) 550,741,463 Common stock issued as compensation or purchased by directors or officers - 2,499 - - 3,731,625 - - 3,734,124 Common stock issued or redeemed under stock loans - (528) - - (1,312,203) - 1,623,552 310,821 Common stock issued for partnership units exchanged - 3,961 - - 7,591,712 - - 7,595,673 Common stock issued for class B conversion - 29,755 (25,000) - (4,755) - - - Preferred stock issued to acquire Pacific 35,046,570 - - - - - - 35,046,570 Common stock issued to acquire Pacific - 305,669 - - 715,434,215 - (3,998,954) 711,740,930 Common stock issued for preferred stock conversion (350,458) 150 - - 350,308 - - - Repurchase of common stock (note 6) - - - (54,536,612) - - - (54,536,612) Cash dividends declared: Common stock ($1.84 per share) and preferred stock - - - - - (97,229,758) - (97,229,758) Net income - - - - - 89,845,964 - 89,845,964 ------------ ------- -------- ----------- ------------- ----------- ---------- ------------- Balance at December 31, 1999 $ 34,696,112 596,395 - (54,536,612)1,304,257,610 (26,779,538)(10,984,792) 1,247,249,175 Common stock issued as compensation or purchased by directors or officers - 2,226 - - 4,791,861 - - 4,794,087 Common stock redeemed under stock loans - (445) - (1,332,251) (192,818) - 1,455,276 (70,238) Common stock issued for partnership units exchanged - 4,138 - - 9,807,737 - - 9,811,875 Common stock issued to acquire real estate - 35 - - 88,889 - - 88,924 Reallocation of minority interest - - - (1,085,106) - - (1,085,106) Repurchase of common stock (note 6) - - - (11,088,419) - - - (11,088,419) Cash dividends declared: Common stock ($1.92 per share) and preferred stock - - - - - (111,896,164) - (111,896,164) Net income - - - - - 87,610,832 - 87,610,832 ------------ ------- -------- ----------- ------------- ----------- ----------- ------------- Balance at December 31, 2000 $ 34,696,112 602,349 - (66,957,282)1,317,668,173 (51,064,870) (9,529,516) 1,225,414,966 Common stock issued as compensation or purchased by dsirectors or officers - 6,493 - (51,027) 7,556,021 - - 7,511,487 Common stock redeemed under stock loans - (102) - (182,741) (278,563) - 1,267,561 806,155 Common stock issued for partnership units exchanged - 1,216 - - 3,219,237 - - 3,220,453 Common stock issued to acquire real estate - 16 - - 43,180 - - 43,196 Reallocation of minority interest - - - (628,614) - - (628,614) Repurchase of common stock - (17) - (155,364) - - - (155,381) Cash dividends declared: Common stock ($2.00 per share) and preferred stock - - - - - (117,825,613) - (117,825,613) Net income - - - - - 100,664,207 - 100,664,207 ------------ ------- -------- ----------- ------------- ----------- ---------- ------------- Balance at December 31, 2001 $ 34,696,112 609,955 - (67,346,414)1,327,579,434 (68,226,276) (8,261,955) 1,219,050,856 ============ ======= ======== =========== ============= =========== ========== ============= </TABLE> See accompanying notes to consolidated financial statements F-5
REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years Ended December 31, 2001, 2000 and 1999 <TABLE> <CAPTION> 2001 2000 1999 ---- ---- ---- <S> <C> <C> <C> Cash flows from operating activities: Net income $ 100,664,207 87,610,832 89,845,964 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67,505,587 59,430,262 48,611,519 Deferred loan cost and debt premium amortization 1,136,734 609,107 556,100 Stock based compensation 6,217,572 4,719,212 2,411,907 Minority interest preferred unit distribution 33,475,007 29,601,184 12,368,403 Minority interest of exchangeable partnership units 2,557,003 2,492,419 2,897,778 Minority interest of limited partners 721,090 2,631,721 2,855,404 Equity in income of investments in real estate partnerships (3,439,397) (3,138,553) (4,687,944) (Gain) loss on sale of operating properties (699,376) (4,506,982) 232,989 Provision for loss on operating properties held for sale 1,595,136 12,995,412 - Changes in assets and liabilities: Tenant receivables (9,304,128) (4,170,897) (12,342,419) Deferred leasing costs (11,691,159) (10,454,805) (5,025,687) Other assets (4,213,411) (4,732,220) 74,863 Tenants' security and escrow deposits 303,740 248,331 1,238,955 Accounts payable and other liabilities (771,305) 5,196,868 12,264,438 -------------- --------------- ---------------- Net cash provided by operating activities 184,057,300 178,531,891 151,302,270 -------------- --------------- ---------------- Cash flows from investing activities: Acquisition and development of real estate (332,702,732) (432,545,686) (232,524,318) Proceeds from sale of real estate 142,016,541 165,926,227 76,542,059 Acquisition of Pacific, net of cash acquired - - (9,046,230) Acquistion of partners' interest in investments in real estate partnerships, net of cash acquired 2,416,621 (1,402,371) - Investment in real estate partnerships (45,562,955) (66,890,477) (30,752,019) Capital improvements (15,837,052) (19,134,500) (21,535,961) Proceeds from sale of real estate partnerships 2,967,481 - - Repayment of notes receivable 67,582,696 15,673,125 - Distributions received from investments in real estate partnerships 16,811,892 3,109,586 704,474 -------------- --------------- ---------------- Net cash used in investing activities (162,307,508) (335,264,096) (216,611,995) -------------- --------------- ---------------- Cash flows from financing activities: Net proceeds from common stock issuance 65,264 25,276 223,375 Repurchase of common stock (155,381) (11,088,419) (54,536,612) Purchase of limited partners' interest in consolidated partnerships - (2,925,158) (633,673) Redemption of partnership units (110,487) (1,435,694) (1,620,939) Net distributions to limited partners in consolidated partnerships (5,248,010) (2,139,886) (1,071,831) Distributions to exchangeable partnership unit holders (3,144,987) (3,652,033) (3,534,515) Distributions to preferred unit holders (33,475,007) (29,601,184) (12,368,403) Dividends paid to common stockholders (114,860,514) (109,078,935) (94,985,165) Dividends paid to preferred stockholders (2,965,099) (2,817,228) (2,244,593) Net proceeds from fixed rate unsecured notes 239,582,400 159,728,500 249,845,300 (Additional costs) net proceeds from issuance of preferred units (4,125) 91,591,503 205,016,274 (Repayment) proceeds of unsecured line of credit, net (92,000,000) 218,820,690 (142,051,875) Proceeds from notes payable - 18,153,368 445,207 Repayment of notes payable (67,273,620) (112,669,554) (32,534,707) Scheduled principal payments (6,146,318) (6,230,191) (6,085,360) Deferred loan costs (9,148,539) (3,078,398) (4,355,008) -------------- --------------- ---------------- Net cash (used in) provided by financing activities (94,884,423) 203,602,657 99,507,475 -------------- --------------- ---------------- Net (decrease) increase in cash and cash equivalents (73,134,631) 46,870,452 34,197,750 Cash and cash equivalents at beginning of period 100,987,895 54,117,443 19,919,693 -------------- --------------- ---------------- Cash and cash equivalents at end of period $ 27,853,264 100,987,895 54,117,443 ============== =============== ================ </TABLE> F-6
REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years Ended December 31, 2001, 2000 and 1999 (continued) <TABLE> <CAPTION> 2001 2000 1999 ---- ---- ---- <S> <C> <C> <C> Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of approximately $21,195,000, $14,553,000 and $11,029,000 in 2001, 2000 and 1999, respectively) $ 67,546,988 66,261,518 52,914,976 ============== ============= ================ Supplemental disclosure of non-cash transactions: Mortgage loans assumed for the acquisition of real estate $ 8,120,912 19,947,565 402,582,015 ============== ============= ================ Notes receivable taken in connection with sales of development properties $ 33,663,744 66,423,893 15,673,125 ============== ============= ================ Real estate contributed as investment in real estate partnerships $ 12,418,278 4,500,648 - ============== ============= ================ Mortgage loan assumed, exchangeable operating partnership units and common stock issued for the acquisition of partners' interest in real estate partnerships $ 9,754,225 1,287,111 - ============== ============= ================ Exchangeable operating partnership units and common stock issued for investments in real estate partnerships $ - 329,948 1,949,020 ============== ============= ================ Preferred and common stock and exchangeable operating partnership units issued for the acquisition of real estate $ - 103,885 771,351,617 ============== ============= ================ Other liabilities assumed to acquire real estate $ - - 13,897,643 ============== ============= ================ </TABLE> See accompanying notes to consolidated financial statements F-7
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Regency Centers Corporation, its wholly owned qualified REIT subsidiaries, and its majority owned or controlled subsidiaries and partnerships (the "Company" or "Regency"). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company owns approximately 97% of the outstanding common units ("Units") of Regency Centers, L.P., ("RCLP"). Regency invests in real estate through its partnership interest in RCLP. All of the acquisition, development, operations and financing activity of Regency, including the issuance of Units or preferred units, are executed by RCLP. The equity interests of third parties held by RCLP and the majority owned or controlled partnerships are included in the consolidated financial statements as preferred or exchangeable operating partnership units ("Units") and limited partners' interest in consolidated partnerships. The Company is a qualified real estate investment trust ("REIT"), which began operations in 1993 as Regency Realty Corporation. In February 2001, the Company changed its name to Regency Centers Corporation. (b) Revenues The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Accrued rents are included in tenant receivables. Minimum rent has been adjusted to reflect the effects of recognizing rent on a straight-line basis. Substantially all of the lease agreements contain provisions that provide additional rents based on tenants' sales volume (contingent or percentage rent) or reimbursement of the tenants' share of real estate taxes and certain common area maintenance (CAM) costs. These additional rents are recognized when the tenants achieve the specified targets as defined in the lease agreements. Service operations revenue includes management fees, commission income, and development-related profits from the sales of recently developed real estate properties and land. The Company recorded gains from the sales of development properties and land of $28.1, million $25.5 million, and $14.4 million for the years ended December 31, 2001, 2000, and 1999, respectively. Service operations revenue does not include gains or losses from the sale of operating properties previously held for investment which are included in gain or loss on the sale of operating properties. The Company 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 Company 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 Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have substantial continuing involvement with the property. F-8
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 (c) Real Estate Investments Land, buildings and improvements are recorded at cost. All direct and indirect costs clearly associated with the acquisition, development and construction of real estate projects are capitalized as buildings and improvements. Maintenance and repairs which do not improve or extend the useful lives of the respective assets are reflected in operating and maintenance expense. The property cost includes the capitalization of interest expense incurred during construction based on average outstanding expenditures. Depreciation is computed using the straight-line method over estimated useful lives of up to forty years for buildings and improvements, term of lease for tenant improvements, and three to seven years for furniture and equipment. Operating properties held for sale include properties that no longer meet the Company's long-term investment standards, such as expected growth in revenue or market dominance. Once identified and marketed for sale, these properties are segregated on the balance sheet as operating properties held for sale. The Company also develops shopping centers and stand-alone retail stores for resale. Once completed, these developments are also included in operating properties held for sale. Operating properties held for sale are carried at the lower of cost or fair value less estimated selling costs. Depreciation and amortization are suspended during the period held for sale. Results from operations from these properties resulted in net income of $10.5 million and $6.8 million for the years ended December 31, 2001 and 2000, respectively. The Company reviews its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company determines impairment based upon the difference between estimated sales value (less estimated costs to sell) and net book value. During 2001 and 2000, the Company recorded a provision for loss on operating properties held for sale of $1.6 million and $13.0 million, respectively. (d) Income Taxes The Company believes it qualifies and intends to continue to qualify as a REIT under the Internal Revenue Code (the "Code"). As a REIT, the Company is allowed to reduce taxable income by all or a portion of its distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made in the accompanying consolidated financial statements. Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes primarily because of different depreciable lives and cost bases of the shopping centers, and other timing differences. F-9
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 (d) Income Taxes (continued) Regency Realty Group, Inc., ("RRG"), a wholly-owned subsidiary of the Company is subject to federal and state income taxes and files separate tax returns. RRG had taxable income of $9.8 million, $2.3 million, and $5.0 million for the years ended December 31, 2001, 2000 and 1999, respectively. RRG incurred federal and state income tax of $4.0 million, $0.9 million, and $2.0 million in 2001, 2000 and 1999, respectively, which are included in other expenses. Effective January 1, 2001, the Company and RRG jointly elected for RRG to be treated as a Taxable REIT Subsidiary of the Company as such term is defined in Section 856(l) of the Code. Such election is not expected to impact the tax treatment of either the Company or RRG. At December 31, 2001 and 2000, the net book basis of real estate assets exceeds the tax basis by approximately $109 million and $115 million, respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded for tax purposes. The following summarizes the tax status of dividends paid during the years ended December 31 (unaudited): 2001 2000 1999 ---- ---- ---- Dividend per share $ 2.00 1.92 1.84 Ordinary income 83% 82% 75% Capital gain 3% 5% 2% Return of capital 13% 11% 23% Unrecaptured Section 1250 gain 1% 2% - (e) Deferred Costs Deferred costs include deferred leasing costs and deferred loan costs, net of amortization. Such costs are amortized over the periods through lease expiration or loan maturity. Deferred leasing costs consist of internal and external commissions associated with leasing the Company's shopping centers. Net deferred leasing costs were $22.2 million and $15.3 million at December 31, 2001 and 2000, respectively. Deferred loan costs consists of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $12.2 million and $6.0 million at December 31, 2001 and 2000, respectively. F-10
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 (f) Earnings Per Share Basic net income per share of common stock is computed based upon the weighted average number of common shares outstanding during the year. Diluted net income per share also includes common share equivalents for stock options, exchangeable operating partnership units, and preferred stock when dilutive. See note 7 for the calculation of earnings per share. (g) Cash and Cash Equivalents Any instruments which have an original maturity of ninety days or less when purchased are considered cash equivalents. (h) Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (i) Stock Option Plan The Company applies the provisions of SFAS No. 123, "Accounting for Stock Based Compensation", which allows companies a choice in the method of accounting for stock options. Entities may recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant or continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made as if the fair-value-based method defined in SFAS No. 123 had been applied. APB Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations state that compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. (j) Reclassifications Certain reclassifications have been made to the 2000 and 1999 amounts to conform to classifications adopted in 2001. F-11
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 2. Acquisitions of Shopping Centers During 2001, the Company acquired three grocery-anchored shopping centers for $72.8 million representing 435,720 SF of gross leasable area. On August 3, 2000, the Company acquired the non-owned portion of two properties in one joint venture for $2.5 million in cash. The net assets of the joint venture were and continue to be consolidated by the Company. Prior to acquiring the non-owned portion, the joint venture partner's interest was reflected as limited partners' interest in consolidated partnerships in the Company's financial statements. The 2001 and 2000 acquisitions were accounted for as purchases and as such the results of their operations are included in the consolidated financial statements from the date of the acquisition. None of the acquisitions were significant to the operations of the Company in the year in which they were acquired or the year preceding the acquisition. During 2000, the Company paid contingent consideration of $5.0 million related to the acquisition of 43 shopping centers and joint ventures acquired during 1998. No additional contingent consideration is due related to any acquisitions of the Company. F-12
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 3. Segments The Company was formed, and currently operates, for the purpose of 1) operating and developing Company-owned retail shopping centers (Retail segment), and 2) providing services including management fees and commissions earned from third parties, and development related profits and fees earned from the sales of shopping centers, outparcels and build-to-suit properties to third parties (Service operations segment). The Company's reportable segments offer different products or services and are managed separately because each requires different strategies and management expertise. There are no inter-segment sales or transfers. The Company assesses and measures operating results starting with net operating income for the Retail segment and revenues for the Service operations segment and converts such amounts into a performance measure referred to as Funds From Operations ("FFO"). The operating results for the individual retail shopping centers have been aggregated since all of the Company's shopping centers exhibit highly similar economic characteristics as neighborhood shopping centers, and offer similar degrees of risk and opportunities for growth. FFO as defined by the National Association of Real Estate Investment Trusts consists of net income (computed in accordance with generally accepted accounting principles) excluding gains (or losses) from debt restructuring and sales of income- producing property held for investment, plus depreciation and amortization of real estate, and adjustments for unconsolidated investments in real estate partnerships and joint ventures. The Company further adjusts FFO by distributions made to holders of Units and preferred stock that results in a diluted FFO amount. The Company considers diluted FFO to be the industry standard for reporting the operations of REITs. Adjustments for investments in real estate partnerships are calculated to reflect diluted FFO on the same basis. While management believes that diluted FFO is the most relevant and widely used measure of the Company's performance, such amount does not represent cash flow from operations as defined by accounting principles generally accepted in the United States of America, should not be considered an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Company's calculation of diluted FFO, as provided below, may not be comparable to similarly titled measures of other REITs. The accounting policies of the segments are the same as those described in note 1. The revenues, diluted FFO, and assets for each of the reportable segments are summarized as follows for the years ended December 31, 2001, 2000, and 1999. Assets not attributable to a particular segment consist primarily of cash and deferred costs. F-13
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 3. Segments (continued) <TABLE> <CAPTION> 2001 2000 1999 ---- ---- ---- <S> <C> <C> <C> Revenues: Retail segment $ 357,054,770 334,357,007 283,647,445 Service operations segment 31,494,739 27,226,411 18,239,486 ---------------- ---------------- ----------------- Total revenues $ 388,549,509 361,583,418 301,886,931 ================ ================ ================= Funds from Operations: Retail segment net operating income $ 268,779,543 256,567,786 215,956,386 Service operations segment income 31,494,739 27,226,411 18,239,486 Adjustments to calculate diluted FFO: Interest expense (74,416,416) (71,970,783) (60,067,007) Interest income 5,577,487 4,807,711 2,196,954 General and administrative and other (24,917,323) (21,869,295) (19,746,751) Non-real estate depreciation (2,194,623) (1,459,326) (1,003,092) Minority interest of limited partners (721,090) (2,631,721) (2,855,404) Gain on sale of operating properties including depreciation on developments sold (1,692,843) (3,082,625) 232,989 Minority interest in depreciation and amortization (228,320) (481,184) (584,048) Share of joint venture depreciation and amortization 750,470 1,287,793 987,912 Distributions on preferred units (33,475,007) (29,601,184) (12,368,403) ---------------- ---------------- ----------------- Funds from Operations - diluted 168,956,617 158,793,583 140,989,022 ---------------- ---------------- ----------------- Reconciliation to net income for common stockholders: Real estate related depreciation and amortization (65,310,964) (57,970,936) (47,608,427) Minority interest in depreciation and amortization 228,320 481,184 584,048 Share of joint venture depreciation and amortization (750,470) (1,287,793) (987,912) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - Gain (loss) on sale of operating properties 1,692,843 3,082,625 (232,989) Minority interest of exchangeable operating partnership units (2,557,003) (2,492,419) (2,897,778) ---------------- ---------------- ----------------- Net income $ 100,664,207 87,610,832 89,845,964 ================ ================ ================= Assets (in thousands): Retail segment $ 2,631,592 2,454,476 2,463,639 Service operations segment 403,142 447,929 123,233 Cash and other assets 74,580 132,739 68,064 ---------------- ---------------- ----------------- Total assets $ 3,109,314 3,035,144 2,654,936 ================ ================ ================= </TABLE> F-14
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 4. Investments in Real Estate Partnerships The Company accounts for all investments in which it owns 50% or less and does not have controlling financial interest using the equity method. The Company's combined investment in these partnerships was $75.2 million and $85.2 million at December 31, 2001 and 2000, respectively. Net income is allocated to the Company in accordance with the respective partnership agreements. The Company 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 2001, Columbia acquired two shopping centers from the Company for $32.3 million, acquired two shopping centers from unaffiliated sellers for $42.0 million, and acquired three shopping centers from PERFCO for $73.4 million. During 2001 and 2000, the Company recognized gains on the sale of shopping centers to Columbia of $1.0 million and $3.7 million, respectively, which represents gain recognition on only that portion of Columbia not owned by the Company, and received net proceeds of $24.9 million and $40.5 million, respectively. The gains are included in service operations revenue as development property gains. The Company 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. During 2001, MCWR acquired five shopping centers from the Company for $36.7 million. During 2001, the Company recognized gains on the sale of shopping centers to MCWR of $1.8 million, which represents gain recognition on only that portion of MCWR not owned by the Company, and received net proceeds of $27.8 million. The Company recognized gains of $1.3 million from the sale of development properties which are included in service operations revenue as development property gains. The Company also recognized gains of $0.5 million from the sale of operating properties previously held for investment which are included in gains on sale of operating properties. 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. The Company's investments in real estate partnerships as of December 31 2001 and 2000 consist of the following (in thousands): <TABLE> <CAPTION> Ownership 2001 2000 --------- ---- ---- <S> <C> <C> <C> Columbia Regency Retail Partners, LLC 20% $ 31,092 4,817 Macquarie CountryWide-Regency, LLC 25% 4,180 - OTR/Regency Texas Realty Holdings, L.P. 30% 16,590 16,277 Regency Ocean East Partnership, L.P. 25% 2,783 2,129 RRG-RMC Tracy, LLC 50% 12,339 6,663 Tinwood, LLC 50% 7,177 4,124 GME/RRG I, LLC 50% 1,069 - K & G/Regency II, LLC 50% - 6,618 Regency/DS Ballwin, LLC 50% - 19,064 T & M Shiloh Development Company 50% - 11,310 R & KS Dell Range Development, LLC 50% - 8,839 M & KS Woodman Development, LLC 50% - 4,520 R & KS Aspen Park Development, LLC 50% 837 - --------- --------- $ 75,230 85,198 ========= ========== </TABLE> F-15
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 4. Investments in Real Estate Partnerships (continued) Summarized financial information for the unconsolidated investments on a combined basis, is as follows (in thousands): <TABLE> <CAPTION> December 31, December 31, 2001 2000 ---- ---- <S> <C> <C> Balance Sheets: Investment property, net $ 286,096 148,945 Other assets 8,581 9,123 -------------- ----------- Total assets $ 294,677 158,068 ============== ============ Notes payable and other debt $ 67,489 14,323 Other liabilities 5,983 25,105 Equity and partner's capital 221,205 118,640 -------------- ----------- Total liabilities and equity $ 294,677 158,068 ============== ============ </TABLE> The revenues and expenses are summarized as follows for the years ended December 31, 2001, 2000 and 1999: <TABLE> <CAPTION> 2001 2000 1999 ---- ---- ---- <S> <C> <C> <C> Statements of Operations: Total revenues $ 26,896 19,235 16,208 Total expenses 14,066 13,147 8,501 ----------- ------------ ---------- Net income $ 12,830 6,088 7,707 =========== ============ ========== </TABLE> Unconsolidated partnerships and joint ventures had mortgage loans payable of $67.5 million at December 31, 2001 and the Company's proportionate share of these loans was $14.7 million. $62.5 million of the mortgage loans payable are non-recourse and contain no other provisions that would result in a contingent liability to the Company. The Company is the guarantor of a $5.0 million mortgage loan for Regency Ocean East Partnership, L.P. 5. Notes Payable and Unsecured Line of Credit The Company's outstanding debt at December 31, 2001 and 2000 consists of the following (in thousands): <TABLE> <CAPTION> 2001 2000 ---- ---- <S> <C> <C> Notes Payable: Fixed rate mortgage loans $ 240,091 270,491 Variable rate mortgage loans 21,691 40,640 Fixed rate unsecured loans 760,939 529,941 -------------- ------------- Total notes payable 1,022,721 841,072 Unsecured line of credit 374,000 466,000 -------------- ------------- Total $ 1,396,721 1,307,072 ============== ============= </TABLE> F-16
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 5. Notes Payable and Unsecured Line of Credit (continued) On April 30, 2001, the Company modified the terms of its line of credit (the "Line") by reducing the commitment to $600 million, reducing the interest rate spread from 1.0% to .85% and extending the maturity date to April 2004. Interest rates paid on the Line at December 31, 2001 and 2000 were based on LIBOR plus .85% and 1.0% or 2.913% and 7.875%, respectively. The spread that the Company pays on the Line is dependent upon maintaining specific investment grade ratings. The Company is required to comply and is in compliance with certain financial and other covenants customary with this type of unsecured financing. The Line is used primarily to finance the acquisition and development of real estate, but is also available for general working capital purposes. Subsequent to December 31, 2001, the Company paid down the Line using the net proceeds of an unsecured debt offering for $250 million completed on January 15, 2002. The notes have a fixed interest rate of 6.75%, were priced at 99.850%, are due on January 15, 2012 and are guaranteed by the Company. On December 12, 2001, the Company, through RCLP, completed a $20 million unsecured debt offering with an interest rate of 7.25%. The notes were priced at 99.375%, are due on December 12, 2011 and are guaranteed by the Company. On January 22, 2001, the Company, through RCLP, completed a $220 million unsecured debt offering with an interest rate of 7.95%. The notes were priced at 99.867%, are due on January 15, 2011 and are guaranteed by the Company. The net proceeds of the offerings were used to reduce the balance of the Line. On December 15, 2000, the Company, through RCLP, completed a $10 million unsecured private debt offering with an interest rate of 8.0%. The notes were priced at 99.375%, are due on December 15, 2010 and are guaranteed by the Company. On August 29, 2000, the Company, through RCLP, completed a $150 million unsecured debt offering with an interest rate of 8.45%. The notes were priced at 99.819%, are due on September 1, 2010 and are guaranteed by the Company. The net proceeds of the offerings were used to reduce the balance of the 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 125 basis points to 175 basis points. Fixed interest rates on mortgage loans range from 6.82% to 9.5%. F-17
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 5. Notes Payable and Unsecured Line of Credit (continued) As of December 31, 2001, scheduled principal repayments on notes payable and the Line were as follows (in thousands): <TABLE> <CAPTION> Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- ---------------------------------------------- <S> <C> <C> <C> 2002 $ 5,051 44,083 49,134 2003 4,803 22,863 27,666 2004 (includes the Line) 5,185 585,829 591,014 2005 4,011 148,029 152,040 2006 3,578 24,089 27,667 Beyond 5 Years 29,422 511,933 541,355 Unamortized debt premiums - 7,845 7,845 --------------------------------------------- Total $ 52,050 1,344,671 1,396,721 ============================================= </TABLE> The fair value of the Company's notes payable and Line are estimated based on the current rates available to the Company for debt of the same remaining maturities. Variable rate notes payable and the Line are considered to be at fair value, since the interest rates on such instruments reprice based on current market conditions. 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 $1.43 billion. F-18
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 6. Stockholders' Equity and Minority Interest The Company, through RCLP, has issued Cumulative Redeemable Preferred Units ("Preferred Units") in various amounts since 1998. The issues were sold primarily to institutional investors in private placements for $100.00 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 December 31, 2001 and 2000 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: <TABLE> <CAPTION> Units Issue Issuance Distribution Callable Redeemable Series Issued Price Amount Rate by Company by Unitholder - ----------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> 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 ============= ============ </TABLE> During 2000, the remaining Series 1 preferred stock was converted into 537,107 shares of Series 2 preferred stock. Series 2 preferred stock is convertible into common stock on a one-for-one basis. The Series 2 preferred shares are entitled to quarterly dividends in an amount equal to the common dividend and are cumulative. The Company may redeem the preferred stock any time after October 20, 2010 at a price of $20.83 per share, plus all accrued but unpaid dividends. During 1999, the Board of Directors authorized the repurchase of approximately $65 million of the Company's outstanding shares through periodic open market transactions or privately negotiated transactions. At March 31, 2000, the Company had completed the program by purchasing 3.25 million shares. On June 11, 1996, the Company entered into a Stockholders Agreement with a subsidiary of Security Capital Group Incorporated ("SCG") granting it certain rights such as purchasing common stock, nominating representatives to the Company's Board of Directors, and subjecting SCG to certain restrictions including voting and ownership restrictions. On December 14, 2001, SCG entered into a definitive agreement with GE Capital whereby GE Capital will acquire all of the outstanding shares of SCG. F-19
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 7. Earnings Per Share The following summarizes the calculation of basic and diluted earnings per share for the years ended December 31, 2001, 2000 and 1999 (in thousands except per share data): <TABLE> <CAPTION> 2001 2000 1999 ----------------------------------------- <S> <C> <C> <C> Basic Earnings Per Share (EPS) Calculation: ------------------------------------------- Weighted average common shares outstanding 57,465 56,754 53,494 ========================================= Net income for common stockholders $ 97,699 84,794 87,601 Less: dividends paid on Class B common stock - - 1,409 ----------------------------------------- Net income for Basic EPS $ 97,699 84,794 86,192 ========================================= Basic EPS $ 1.70 1.49 1.61 ========================================= Diluted Earnings Per Share (EPS) Calculation -------------------------------------------- Weighted average shares outstanding for Basic EPS 57,465 56,754 53,494 Exchangeable operating partnership units 1,593 1,851 2,004 Incremental shares to be issued under common stock options using the Treasury Method 216 54 4 ----------------------------------------- Total diluted shares 59,274 58,659 55,502 ========================================= Net income for Basic EPS $ 97,699 84,794 86,192 Add: minority interest of exchangeable operating partnership units 2,557 2,492 2,898 ----------------------------------------- Net income for Diluted EPS $ 100,256 87,286 89,090 ========================================= Diluted EPS $ 1.69 1.49 1.61 ========================================= </TABLE> The Series 1 and Series 2 preferred stock are not included in the above calculation because their effects are anti-dilutive. F-20
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans The Company has a Long-Term Omnibus Plan (the "Plan") pursuant to which the Board of Directors may grant stock and stock options to officers, directors and other key employees. The Plan provides for the issuance of up to 12% of the Company's common shares outstanding not to exceed 8.5 million shares. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant. All stock options granted have ten year terms, and contain vesting terms of one to five years from the date of grant. At December 31, 2001, there were approximately 1.6 million shares available for grant under the Plan. The per share weighted-average fair value of stock options granted during 2001 and 2000 was $2.32 and $2.18 on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: 2001 - expected dividend yield 7.3%, risk-free interest rate of 5.2%, expected volatility 20%, and an expected life of 6.0 years; 2000 - expected dividend yield 8.1%, risk-free interest rate of 6.7%, expected volatility 20%, and an expected life of 6.0 years. The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the consolidated financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income for common stockholders would have been reduced to the pro forma amounts indicated below (in thousands except per share data): <TABLE> <CAPTION> Net income for common stockholders 2001 2000 1999 ------------------- ---- ---- ---- <S> <C> <C> <C> As reported: $ 97,699 84,794 87,601 Net income per share: Basic $ 1.70 1.49 1.61 Diluted $ 1.69 1.49 1.61 Pro forma: $ 96,776 83,864 85,448 Net income per share: Basic $ 1.68 1.48 1.57 Diluted $ 1.68 1.47 1.57 </TABLE> F-21
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans (continued) Stock option activity during the periods indicated is as follows: Weighted Number of Average Shares Exercise Price ----------------- ---------------- Outstanding, December 31, 1998 1,708,577 $ 24.71 ------------ ---------------- Granted 860,767 20.70 Pacific merger 1,251,719 24.24 Forfeited (87,395) 25.69 Exercised (4,000) 17.88 ------------ ---------------- Outstanding, December 31, 1999 3,729,668 23.61 ------------ ---------------- Granted 52,924 21.59 Forfeited (170,798) 25.52 Exercised (21,017) 21.69 ------------ ---------------- Outstanding, December 31, 2000 3,590,777 23.50 ------------ ---------------- Granted 591,614 25.01 Forfeited (79,009) 24.11 Exercised (420,420) 21.62 ------------ ---------------- Outstanding, December 31, 2001 3,682,962 $ 23.94 ============ ================ The following table presents information regarding all options outstanding at December 31, 2001: Weighted Average Weighted Number of Remaining Range of Average Options Contractual Exercise Exercise Outstanding Life Prices Price - -------------------------------------------------------------------------------- 1,751,862 7.13 $ 16.75 - 24.69 $ 21.92 1,931,100 6.01 25.00 - 27.69 25.77 - -------------------------------------------------------------------------------- 3,682,962 6.54 $ 16.75 - 27.69 $ 23.94 ================================================================================ F-22
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans (continued) The following table presents information regarding options currently exercisable at December 31, 2001: Weighted Number of Range of Average Options Exercise Exercise Exercisable Prices Price - -------------------------------------------------------------------------------- 1,029,944 $ 16.75 - 24.69 $ 22.14 1,564,115 25.00 - 27.69 25.67 - -------------------------------------------------------------------------------- 2,594,059 $ 16.75 - 27.69 $ 24.27 ================================================================================ Also as part of the Plan, officers and other key employees have received loans to purchase stock with market rates of interest, have been granted restricted stock, and have been granted dividend equivalents. During 2001, 2000, and 1999, the Company charged $6.0 million, $3.4 million, and $1.0 million, respectively, to income on the consolidated statements of operations related to the Plan. 9. Operating Leases The Company's properties are leased to tenants under operating leases with expiration dates extending to the year 2037. Future minimum rents under noncancelable operating leases as of December 31, 2001, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume are as follows (in thousands): Year Ending December 31, Amount ---------------------------------------------------------- 2002 $ 266,670 2003 260,209 2004 230,431 2005 200,167 2006 162,290 Thereafter 112,409 ------------- Total $ 1,232,176 ============= The shopping centers' tenant base includes primarily national and regional supermarkets, drug stores, discount department stores and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that individually represented 10% or more of the Company's combined minimum rent. F-23
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 10. Contingencies The Company, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations. The operation of dry cleaning plants at the Company's shopping centers is the principal environmental concern. The Company believes that the tenants who operate these plants do so in accordance with current laws and regulations and has established procedures to monitor their operations. Additionally, the Company uses all legal means to cause tenants to remove dry cleaning plants from its shopping centers. Where available, the Company has applied and been accepted into state- sponsored environmental programs. The Company has a blanket environmental insurance policy that covers it against third party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. The Company has also placed environmental insurance on specific properties with known contamination in order to mitigate its environmental risk. Management believes that the ultimate disposition of currently known environmental matters will not have a material effect on the financial position, liquidity, or operations of the Company. At December 31, 2001 and 2000, the Company had recorded environmental liabilities of $1.8 million and $2.1 million, respectively. 11. Market and Dividend Information (Unaudited) The Company's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". The Company currently has approximately 4,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on the Company's common stock by quarter for 2001 and 2000: <TABLE> <CAPTION> 2001 2000 ------------------------------------------- --------------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared - ----------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> March 31 $ 25.0000 22.6250 .50 20.9375 18.3125 .48 June 30 25.5600 23.0000 .50 23.7500 19.2500 .48 September 30 26.3500 22.7200 .50 24.0000 21.2500 .48 December 31 27.7500 24.5100 .50 24.0625 20.7500 .48 </TABLE> F-24
REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2001 12. Summary of Quarterly Financial Data (Unaudited) Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2001 and 2000 (amounts in thousands, except per share data): <TABLE> <CAPTION> First Second Third Fourth Quarter Quarter Quarter Quarter ------- ------- ------- ------- <S> <C> <C> <C> <C> 2001: Revenues $ 92,992 95,271 97,717 102,570 Net income for common stockholders 22,412 23,405 26,106 25,776 Net income per share: Basic .39 .41 .45 .45 Diluted .39 .41 .45 .45 2000: Revenues $ 81,202 86,263 92,638 101,480 Net income for common stockholders 21,621 15,418 23,881 23,874 Net income per share: Basic .38 .27 .42 .42 Diluted .38 .27 .42 .42 </TABLE> F-25
Independent Auditors' Report On Financial Statement Schedule The Shareholders and Board of Directors Regency Centers Corporation Under date of January 31, 2002, we reported on the consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2001, as contained in the annual report on Form 10-K for the year 2001. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule as listed in the accompanying index on page F-1 of the annual report on Form 10-K for the year 2001. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG KPMG LLP Jacksonville, Florida January 31, 2002 S-1
REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2001 <TABLE> <CAPTION> Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- <S> <C> <C> <C> <C> <C> ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 368,141 1,072,451 3,985,634 ARAPAHO VILLAGE 837,148 8,031,688 277,463 837,148 8,309,151 ASHFORD PLACE 2,803,998 9,943,994 (403,272) 2,583,998 9,760,722 AVENTURA SHOPPING CENTER 2,751,094 9,317,790 549,869 2,751,094 9,867,659 BECKETT COMMONS 1,625,242 5,844,871 2,351,281 1,625,242 8,196,152 BENEVA VILLAGE SHOPS 2,483,547 8,851,199 342,568 2,483,547 9,193,767 BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,279 BERKSHIRE COMMONS 2,294,960 8,151,236 186,294 2,294,960 8,337,530 BETHANY PARK PLACE 4,604,877 5,791,750 325 4,604,877 5,792,075 BLOOMINGDALE 3,861,759 14,100,891 409,899 3,861,759 14,510,790 BLOSSOM VALLEY 7,803,568 10,320,913 164,465 7,803,568 10,485,378 BOLTON PLAZA 2,660,227 6,209,110 1,512,090 2,634,664 7,746,763 BONNERS POINT 859,854 2,878,641 259,800 859,854 3,138,441 BOULEVARD CENTER 3,659,040 9,658,227 417,212 3,659,040 10,075,439 BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,323,853 2,783,000 11,366,880 BRIARCLIFF LA VISTA 694,120 2,462,819 611,727 694,120 3,074,546 BRIARCLIFF VILLAGE 4,597,018 16,303,813 7,877,881 4,597,018 24,181,694 BRISTOL WARNER 5,000,000 11,997,016 681,343 5,000,000 12,678,359 BROOKVILLE PLAZA 1,208,012 4,205,994 (5,414,006) - - BUCKHEAD COURT 1,737,569 6,162,941 1,722,211 1,627,569 7,995,152 BUCKLEY SQUARE 2,970,000 5,126,240 54,342 2,970,000 5,180,582 CAMBRIDGE SQUARE 792,000 2,916,034 1,346,535 792,000 4,262,569 CARMEL COMMONS 2,466,200 8,903,187 2,059,224 2,466,200 10,962,411 CARRIAGE GATE 740,960 2,494,750 1,699,361 740,960 4,194,111 CASA LINDA PLAZA 4,515,000 30,809,330 201,630 4,515,000 31,010,960 CASCADE PLAZA 3,023,165 10,694,460 (13,717,625) - - CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (2,204,701) - - CHAMPIONS FOREST 2,665,875 8,678,603 107,282 2,665,875 8,785,885 CHASEWOOD PLAZA 1,675,000 11,390,727 6,411,513 2,476,486 17,000,754 CHERRY GROVE 3,533,146 12,710,297 1,978,777 3,533,146 14,689,074 CHERRY PARK MARKET 2,400,000 16,162,934 482,700 2,400,000 16,645,634 CHEYENNE MEADOWS 1,601,425 7,700,084 59,705 1,601,425 7,759,789 CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 118,113 1,207,204 4,459,417 COLUMBIA MARKETPLACE 1,280,158 4,285,745 524,243 1,280,158 4,809,988 COOPER STREET 2,078,891 10,682,189 38,749 2,078,891 10,720,938 COSTA VERDE 12,740,000 25,261,188 333,894 12,740,000 25,595,082 COUNTRY CLUB 1,105,201 3,709,452 220,323 1,105,201 3,929,775 COUNTRY CLUB CALIF 3,000,000 11,657,200 103,854 3,000,000 11,761,054 COURTYARD SHOPPING CENTER 1,761,567 4,187,039 (82,028) 5,866,578 - CREEKSIDE PHASE II 390,802 1,397,415 380,052 370,527 1,797,742 CROMWELL SQUARE 1,771,892 6,285,288 435,854 1,771,892 6,721,142 CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055 CUMMING 400 2,374,562 8,420,776 669,944 2,374,562 9,090,720 DELK SPECTRUM 2,984,577 11,048,896 39,927 2,984,577 11,088,823 DELL RANGE 2,209,280 8,439,212 - 2,209,280 8,439,212 DIABLO PLAZA 5,300,000 7,535,866 270,586 5,300,000 7,806,452 DUNWOODY HALL 1,819,209 6,450,922 5,163,877 2,521,838 10,912,170 DUNWOODY VILLAGE 2,326,063 7,216,045 2,556,687 2,326,063 9,772,732 EAST POINTE 1,868,120 6,742,983 1,000,605 2,634,366 6,977,342 EAST PORT PLAZA 3,257,023 11,611,363 (1,910,245) - - EL CAMINO 7,600,000 10,852,428 365,611 7,600,000 11,218,039 EL NORTE PARKWAY PLA 2,833,510 6,332,078 115,592 2,833,510 6,447,670 ENCINA GRANDE 5,040,000 10,378,539 175,081 5,040,000 10,553,620 ENSLEY SQUARE 915,493 3,120,928 (978,912) 915,493 2,142,016 EVANS CROSSING 1,468,743 5,123,617 1,563,158 1,696,319 6,459,199 FLEMING ISLAND 3,076,701 6,291,505 3,780,320 3,076,701 10,071,825 FRANKLIN SQUARE 2,584,025 9,379,749 1,670,400 2,584,025 11,050,149 FRIARS MISSION 6,660,000 27,276,992 55,244 6,660,000 27,332,236 GARDEN SQUARE 2,073,500 7,614,748 506,090 2,136,135 8,058,203 GARNER FESTIVAL 5,591,099 19,897,197 1,795,998 5,591,099 21,693,195 GLENWOOD VILLAGE 1,194,198 4,235,476 258,767 1,194,198 4,494,243 HAMPSTEAD VILLAGE 2,769,901 6,379,103 1,081,711 3,844,152 6,386,563 HANCOCK CENTER 8,231,581 24,248,620 1,354,290 8,231,581 25,602,910 HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,746,115 2,283,874 9,305,613 HARWOOD HILLS VILLAGE 2,852,704 8,996,133 402,233 2,852,704 9,398,366 HEBRON PARK 1,887,281 5,375,951 (7,263,232) - - HERITAGE LAND 12,390,000 - - 12,390,000 - HERITAGE PLAZA - 23,675,957 728,785 - 24,404,742 HIGHLAND SQUARE 2,615,250 9,359,722 9,690,217 3,375,950 18,289,239 HILLCREST VILLAGE 1,600,000 1,797,686 18,506 1,600,000 1,816,192 HILLSBORO MARKET CENTER 260,420 2,982,137 - 260,420 2,982,137 S-2
Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- HINSDALE LAKE COMMONS 4,217,840 15,039,854 1,674,017 5,729,008 15,202,703 HYDE PARK 9,240,000 33,340,181 2,958,552 9,735,102 35,803,631 INGLEWOOD PLAZA 1,300,000 1,862,406 161,567 1,300,000 2,023,973 JACKSON CREEK CROSSING 2,999,482 6,476,151 - 2,999,482 6,476,151 JAMES CENTER 2,706,000 9,451,497 7,483,181 - - KELLER TOWN CENTER 2,293,527 12,239,464 - 2,293,527 12,239,464 KERNERSVILLE PLAZA 1,741,562 6,081,020 538,639 1,741,562 6,619,659 KINGS CROSSING (SUN CITY) 2,349,602 4,599,101 (6,948,703) - - KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,404,459 4,027,691 19,262,882 LAGRANGE MARKETPLACE 983,923 3,294,003 133,933 983,923 3,427,936 LAKE MERIDIAN 6,510,000 12,121,889 347,623 6,510,000 12,469,512 LAKE PINE PLAZA 2,008,110 6,908,986 612,580 2,008,110 7,521,566 LAKESHORE VILLAGE 1,617,940 5,371,499 66,583 1,617,940 5,438,082 LEETSDALE MARKETPLACE 3,420,000 9,933,701 13,863 3,420,000 9,947,564 LITTLETON SQUARE 2,030,000 8,254,964 23,083 2,030,000 8,278,047 LLOYD KING CENTER 1,779,180 8,854,803 9,180 1,779,180 8,863,983 LOEHMANNS PLAZA 3,981,525 14,117,891 879,247 3,981,525 14,997,138 LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 207,069 5,420,000 8,886,204 LOVEJOY STATION 1,540,000 5,581,468 64,667 1,540,000 5,646,135 LUCEDALE MARKETPLACE 641,565 2,147,848 140,567 641,565 2,288,415 MACARTHUR PARK PHASE I 3,915,848 6,837,889 (2,943) - - MAINSTREET SQUARE 1,274,027 4,491,897 142,530 1,274,027 4,634,427 MARINERS VILLAGE 1,628,000 5,907,835 280,730 1,628,000 6,188,565 MARKET AT PRESTON FOREST 4,400,000 10,752,712 3,919 4,400,000 10,756,631 MARKET AT ROUND ROCK 2,000,000 9,676,170 73,226 2,000,000 9,749,396 MARKETPLACE ST PETERSBURG 1,287,000 4,662,740 376,599 1,287,000 5,039,339 MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 3,254,391 2,437,664 7,950,222 MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,361,188 817,135 4,451,914 MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 39,547 1,753,136 6,283,996 MAYNARD CROSSING 4,066,381 14,083,800 1,273,501 4,066,381 15,357,301 MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,406,868 3,366,181 13,843,528 MERCHANTS VILLAGE 1,054,306 3,162,919 (4,217,225) - - MILLHOPPER SHOPPING CENTER 1,073,390 3,593,523 1,331,752 1,073,390 4,925,275 MILLS POINTE 2,000,000 11,919,176 38,183 2,000,000 11,957,359 MOCKINGBIRD COMMON 3,000,000 9,675,600 264,338 3,000,000 9,939,938 MORNINGSIDE PLAZA 4,300,000 13,119,929 125,291 4,300,000 13,245,220 MURRAYHILL MARKETPLACE 2,600,000 15,753,034 1,334,443 2,600,000 17,087,477 NASHBORO VILLAGE 1,824,320 7,167,679 432,712 1,824,320 7,600,391 NEWBERRY SQUARE 2,341,460 8,466,651 1,240,970 2,341,460 9,707,621 NEWLAND CENTER 12,500,000 12,221,279 541,367 12,500,000 12,762,646 NORTH HILLS TOWN CENTER 4,900,000 18,972,202 106,034 4,900,000 19,078,236 NORTH MIAMI SHOPPING CENTER 603,750 2,021,250 (2,625,000) - - NORTHLAKE VILLAGE I 2,662,000 9,684,740 293,747 2,662,000 9,978,487 NORTHVIEW PLAZA 1,956,961 8,694,879 57,767 1,956,961 8,752,646 OAKBROOK PLAZA 4,000,000 6,365,704 102,001 4,000,000 6,467,705 OAKLEY PLAZA 1,772,540 6,406,975 (8,179,515) - - OCEAN BREEZE PLAZA 1,250,000 3,341,199 2,582,099 1,527,400 5,645,898 OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,132,261 2,047,151 8,487,423 ORCHARD SQUARE 1,155,000 4,135,353 3,470,484 1,423,610 7,337,227 PACES FERRY PLAZA 2,811,522 9,967,557 2,180,459 2,811,622 12,147,916 PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,456,006 2,924,399 12,429,765 PALM TRAILS PLAZA 2,438,996 5,818,523 (25,160) 2,218,233 6,014,126 PARK PLACE 2,231,745 7,974,362 142,820 2,231,745 8,117,182 PARKWAY STATION 1,123,200 4,283,917 394,689 1,123,200 4,678,606 PASEO VILLAGE 2,550,000 7,780,102 458,467 2,550,000 8,238,569 PEACHLAND PROMENADE 1,284,562 5,143,564 199,275 1,284,561 5,342,840 PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 PIKE CREEK 5,077,406 18,860,183 1,101,996 5,077,406 19,962,179 PIMA CROSSING 5,800,000 24,891,690 206,172 5,800,000 25,097,862 PINE LAKE VILLAGE 6,300,000 10,522,041 73,571 6,300,000 10,595,612 PINE TREE PLAZA 539,000 1,995,927 3,472,330 539,000 5,468,257 PLAZA DE HACIENDA 4,230,000 11,741,933 140,533 4,230,000 11,882,466 PLAZA HERMOSA 4,200,000 9,369,630 181,516 4,200,000 9,551,146 POWELL STREET PLAZA 8,247,800 29,279,275 - 8,247,800 29,279,275 POWERS FERRY SQUARE 3,607,647 12,790,749 4,292,933 3,607,647 17,083,682 POWERS FERRY VILLAGE 1,190,822 4,223,606 287,187 1,190,822 4,510,793 PRESTONBROOK CROSSING 4,703,516 10,761,732 219,502 4,409,509 11,275,241 PRESTOWOOD PARK 6,400,000 46,896,071 1,223,920 6,400,000 48,119,991 QUEENSBOROUGH 1,826,000 6,501,056 (798,632) 1,163,021 6,365,403 REDONDO VILLAGE CENTER - - 24,752 - 24,752 REGENCY COURT 3,571,337 12,664,014 (1,683,798) - - S-3
Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- REGENCY SQUARE BRANDON 577,975 18,156,719 11,032,638 4,414,611 25,352,721 RIDGLEA PLAZA 1,675,498 12,912,138 128,081 1,675,498 13,040,219 RIVERMONT STATION 2,887,213 10,445,109 118,455 2,887,213 10,563,564 RONA PLAZA 1,500,000 4,356,480 15,370 1,500,000 4,371,850 RUSSELL RIDGE 2,153,214 - 6,642,188 2,215,341 6,580,061 SAMMAMISH HIGHLAND 9,300,000 7,553,288 100,306 9,300,000 7,653,594 SAN FERNANDO VALUE SQUARE 2,448,407 8,765,266 (11,213,673) - - SAN LEANDRO 1,300,000 7,891,091 131,293 1,300,000 8,022,384 SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,757,906 2,906,640 12,170,346 SANDY SPRINGS VILLAGE 733,126 2,565,411 1,112,061 733,126 3,677,472 SANTA ANA DOWTOWN 4,240,000 7,319,468 786,842 4,240,000 8,106,310 SEQUOIA STATION 9,100,000 17,899,819 101,824 9,100,000 18,001,643 SHERWOOD MARKET CENTER 3,475,000 15,897,972 55,348 3,475,000 15,953,320 SHILOH PHASE II 288,135 1,822,692 (672,692) 288,135 1,150,000 SHILOH SPRINGS 4,968,236 7,859,381 - 4,968,236 7,859,381 SHOPPES @ 104 2,651,000 9,523,429 624,818 2,651,000 10,148,247 SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855 SILVERLAKE SHOPPING CENTER 2,004,860 7,161,869 127,790 2,004,860 7,289,659 SOUTH MONROE COMMONS 1,200,000 6,566,974 (1,345,539) 874,999 5,546,436 SOUTH POINT PLAZA 5,000,000 10,085,995 65,822 5,000,000 10,151,817 SOUTH POINTE CROSSING 4,399,303 11,116,491 889,186 4,399,303 12,005,677 SOUTHCENTER 1,300,000 12,250,504 5,489 1,300,000 12,255,993 SOUTHGATE VILLAGE 1,335,335 5,193,599 - 1,335,335 5,193,599 SOUTHPARK 3,077,667 9,399,976 120,891 3,077,667 9,520,867 ST ANN SQUARE 1,541,883 5,597,282 19,817 1,541,883 5,617,099 STATLER SQUARE 2,227,819 7,479,952 720,700 2,227,819 8,200,652 STRAWFLOWER VILLAGE 4,060,228 7,232,936 74,253 4,060,228 7,307,189 STROH RANCH 4,138,423 7,110,856 131,856 4,138,423 7,242,712 SUNNYSIDE 205 1,200,000 8,703,281 154,179 1,200,000 8,857,460 SWEETWATER PLAZA 4,340,600 15,242,149 4,340,600 15,242,149 TAMIAMI TRAILS 2,046,286 7,462,646 219,996 2,046,286 7,682,642 TARRANT PARKWAY VILLAGE 2,202,605 3,953,781 - 2,202,605 3,953,781 TASSAJARA CROSSING 8,560,000 14,899,929 91,463 8,560,000 14,991,392 TEQUESTA SHOPPES 1,782,000 6,426,042 (2,443,096) - - TERRACE WALK 1,196,286 2,935,683 214,505 1,196,286 3,150,188 THE MARKETPLACE 1,211,605 4,056,242 2,933,975 1,758,434 6,443,388 THE PROMENADE 2,526,480 12,712,811 (15,239,291) - - THE VILLAGE 522,313 6,984,992 223,286 522,313 7,208,278 THOMAS LAKE CENTER 6,000,000 10,301,811 5,304 6,000,000 10,307,115 TINWOOD HOTEL SITE 6,942,321 - 1,328,870 - - TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 66,314 1,364,000 5,051,724 TOWN SQUARE 438,302 1,555,481 6,258,449 882,895 7,369,337 TWIN PEAKS 5,200,000 25,119,758 89,897 5,200,000 25,209,655 UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 432,411 1,578,656 6,366,298 UNIVERSITY COLLECTION 2,530,000 8,971,597 528,645 2,530,000 9,500,242 UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,845,597) - - VALLEY RANCH CENTRE 3,021,181 10,727,623 1,026 3,021,181 10,728,649 VENTURA VILLAGE 4,300,000 6,351,012 103,388 4,300,000 6,454,400 VILLAGE CENTER 6 3,885,444 10,799,316 630,294 3,885,444 11,429,610 VILLAGE IN TRUSSVILLE 973,954 3,260,627 137,818 973,954 3,398,445 WALKER CENTER 3,840,000 6,417,522 72,185 3,840,000 6,489,707 WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,413,082 6,336,936 7,569,875 WELLEBY PLAZA 1,496,000 5,371,636 1,624,219 1,496,000 6,995,855 WELLINGTON MARKETPLACE 5,070,384 13,308,972 (2,521,710) - - WELLINGTON TOWN SQUARE 1,914,000 7,197,934 869,261 1,914,000 8,067,195 WEST COUNTY MARKETPLACE 1,491,462 4,993,155 189,445 1,491,462 5,182,600 WEST HILLS 2,200,000 6,045,233 7,105 2,200,000 6,052,338 WEST PARK PLAZA 5,840,225 4,991,746 177,215 5,840,225 5,168,961 WESTBROOK COMMONS 3,366,000 11,928,393 - 3,366,000 11,928,393 WESTCHESTER PLAZA 1,857,048 6,456,178 674,505 1,857,048 7,130,683 WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 556,267 7,042,728 26,300,278 WILLA SPRINGS SHOPPING CENTER 1,779,092 9,266,550 - 1,779,092 9,266,550 WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 977,176 2,620,355 12,167,702 WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 437,564 1,419,000 5,649,545 WOODMAN VAN NUYS 5,500,000 6,835,246 164,801 5,500,000 7,000,047 WOODMEN PLAZA 6,014,033 10,077,698 - 6,014,033 10,077,698 WOODSIDE CENTRAL 3,500,000 8,845,697 31,755 3,500,000 8,877,452 WORTHINGTON PARK CENTRE 3,346,203 10,053,858 947,237 3,346,203 11,001,095 OPERATING BUILD TO SUIT PROPERTIES 17,268,850 38,766,639 2,018,139 - - ------------------------------------------------------------------------------------ 650,855,683 1,923,260,598 99,048,008 600,081,672 1,914,961,155 ==================================================================================== </TABLE> S-4
<TABLE> <CAPTION> Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- <S> <C> <C> <C> <C> <C> ANASTASIA SHOPPING PLAZA - 5,058,085 985,316 4,072,769 - ARAPAHO VILLAGE - 9,146,299 625,602 8,520,697 - ASHFORD PLACE - 12,344,720 1,610,832 10,733,888 4,318,762 AVENTURA SHOPPING CENTER - 12,618,753 3,622,355 8,996,398 8,166,259 BECKETT COMMONS - 9,821,394 699,398 9,121,996 - BENEVA VILLAGE SHOPS - 11,677,314 736,611 10,940,703 - BENT TREE PLAZA - 8,596,991 709,437 7,887,554 5,316,054 BERKSHIRE COMMONS - 10,632,490 1,779,484 8,853,006 - BETHANY PARK PLACE - 10,396,952 877,834 9,519,118 - BLOOMINGDALE - 18,372,549 1,482,799 16,889,750 - BLOSSOM VALLEY - 18,288,946 767,653 17,521,293 - BOLTON PLAZA - 10,381,427 1,667,430 8,713,997 - BONNERS POINT - 3,998,295 859,865 3,138,430 - BOULEVARD CENTER - 13,734,479 719,394 13,015,085 - BOYNTON LAKES PLAZA - 14,149,880 1,129,736 13,020,144 - BRIARCLIFF LA VISTA - 3,768,666 592,827 3,175,839 - BRIARCLIFF VILLAGE - 28,778,712 3,243,674 25,535,038 12,739,215 BRISTOL WARNER - 17,678,359 920,238 16,758,121 - BROOKVILLE PLAZA - - - - - BUCKHEAD COURT - 9,622,721 1,185,065 8,437,656 - BUCKLEY SQUARE - 8,150,582 447,830 7,702,752 - CAMBRIDGE SQUARE - 5,054,569 472,367 4,582,202 - CARMEL COMMONS - 13,428,611 1,323,070 12,105,541 - CARRIAGE GATE - 4,935,071 1,259,905 3,675,166 - CASA LINDA PLAZA - 35,525,960 2,283,316 33,242,644 - CASCADE PLAZA - - - - - CENTER OF SEVEN SPRINGS 5,823,341 5,823,341 - 5,823,341 - CHAMPIONS FOREST - 11,451,760 635,956 10,815,804 - CHASEWOOD PLAZA - 19,477,240 4,316,371 15,160,869 - CHERRY GROVE - 18,222,220 1,360,415 16,861,805 - CHERRY PARK MARKET - 19,045,634 1,377,522 17,668,112 - CHEYENNE MEADOWS - 9,361,214 622,644 8,738,570 - CITY VIEW SHOPPING CENTER - 5,666,621 629,587 5,037,034 - COLUMBIA MARKETPLACE - 6,090,146 1,125,585 4,964,561 - COOPER STREET - 12,799,829 777,596 12,022,233 - COSTA VERDE - 38,335,082 2,339,385 35,995,697 - COUNTRY CLUB - 5,034,976 921,044 4,113,932 - COUNTRY CLUB CALIF - 14,761,054 842,506 13,918,548 - COURTYARD SHOPPING CENTER - 5,866,578 - 5,866,578 - CREEKSIDE PHASE II - 2,168,269 62,093 2,106,176 - CROMWELL SQUARE - 8,493,034 1,020,353 7,472,681 - CROSSROADS - 6,108,958 183,671 5,925,287 - CUMMING 400 - 11,465,282 1,379,048 10,086,234 6,190,464 DELK SPECTRUM - 14,073,400 1,166,958 12,906,442 9,791,165 DELL RANGE 10,648,492 143,059 10,505,433 - DIABLO PLAZA - 13,106,452 594,020 12,512,432 - DUNWOODY HALL - 13,434,008 1,180,916 12,253,092 - DUNWOODY VILLAGE - 12,098,795 1,421,066 10,677,729 - EAST POINTE - 9,611,708 771,383 8,840,325 4,962,796 EAST PORT PLAZA 12,958,141 12,958,141 - 12,958,141 - EL CAMINO - 18,818,039 848,828 17,969,211 - EL NORTE PARKWAY PLA - 9,281,180 489,417 8,791,763 - ENCINA GRANDE - 15,593,620 789,322 14,804,298 - ENSLEY SQUARE - 3,057,509 578,240 2,479,269 - EVANS CROSSING - 8,155,518 613,679 7,541,839 4,041,163 FLEMING ISLAND - 13,148,526 667,628 12,480,898 3,142,069 FRANKLIN SQUARE - 13,634,174 1,252,462 12,381,712 8,649,850 FRIARS MISSION - 33,992,236 1,934,662 32,057,574 17,097,838 GARDEN SQUARE - 10,194,338 884,785 9,309,553 6,148,357 GARNER FESTIVAL - 27,284,294 1,741,441 25,542,853 - GLENWOOD VILLAGE - 5,688,441 708,683 4,979,758 1,920,636 HAMPSTEAD VILLAGE - 10,230,715 581,821 9,648,894 9,249,885 HANCOCK CENTER - 33,834,491 1,930,526 31,903,965 - HARPETH VILLAGE FIELDSTONE - 11,589,487 918,660 10,670,827 - HARWOOD HILLS VILLAGE - 12,251,070 669,212 11,581,858 - HEBRON PARK - - - - - HERITAGE LAND - 12,390,000 - 12,390,000 - HERITAGE PLAZA - 24,404,742 1,806,545 22,598,197 - HIGHLAND SQUARE - 21,665,189 1,433,911 20,231,278 3,592,844 HILLCREST VILLAGE - 3,416,192 131,670 3,284,522 - HILLSBORO MARKET CENTER 3,242,557 14,638 3,227,919 - S-5
Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- HINSDALE LAKE COMMONS - 20,931,711 1,197,523 19,734,188 - HYDE PARK - 45,538,733 4,186,556 41,352,177 - INGLEWOOD PLAZA - 3,323,973 151,232 3,172,741 - JACKSON CREEK CROSSING - 9,475,633 576,180 8,899,453 - JAMES CENTER 19,640,678 19,640,678 - 19,640,678 5,361,068 KELLER TOWN CENTER 14,532,991 584,375 13,948,616 - KERNERSVILLE PLAZA - 8,361,221 618,230 7,742,991 4,983,220 KINGS CROSSING (SUN CITY) - - - - - KINGSDALE SHOPPING CENTER - 23,290,573 1,948,992 21,341,581 - LAGRANGE MARKETPLACE - 4,411,859 824,120 3,587,739 - LAKE MERIDIAN - 18,979,512 933,082 18,046,430 - LAKE PINE PLAZA - 9,529,676 710,671 8,819,005 5,668,646 LAKESHORE VILLAGE - 7,056,022 549,356 6,506,666 3,531,287 LEETSDALE MARKETPLACE - 13,367,564 729,707 12,637,857 - LITTLETON SQUARE - 10,308,047 589,030 9,719,017 - LLOYD KING CENTER - 10,643,163 703,255 9,939,908 - LOEHMANNS PLAZA - 18,978,663 2,363,132 16,615,531 - LOEHMANNS PLAZA CALIFORNIA - 14,306,204 676,418 13,629,786 - LOVEJOY STATION - 7,186,135 644,494 6,541,641 - LUCEDALE MARKETPLACE - 2,929,980 574,039 2,355,941 - MACARTHUR PARK PHASE I 10,750,794 10,750,794 - 10,750,794 - MAINSTREET SQUARE - 5,908,454 580,678 5,327,776 - MARINERS VILLAGE - 7,816,565 791,621 7,024,944 - MARKET AT PRESTON FOREST - 15,156,631 762,464 14,394,167 - MARKET AT ROUND ROCK - 11,749,396 711,944 11,037,452 7,022,217 MARKETPLACE ST PETERSBURG - 6,326,339 806,247 5,520,092 - MARTIN DOWNS VILLAGE CENTER - 10,387,886 2,076,058 8,311,828 - MARTIN DOWNS VILLAGE SHOPPES - 5,269,049 1,039,953 4,229,096 - MAXTOWN ROAD (NORTHGATE) - 8,037,132 616,507 7,420,625 5,114,262 MAYNARD CROSSING - 19,423,682 1,436,762 17,986,920 11,183,540 MEMORIAL BEND SHOPPING CENTER - 17,209,709 2,231,257 14,978,452 7,533,729 MERCHANTS VILLAGE - - - - - MILLHOPPER SHOPPING CENTER - 5,998,665 1,583,607 4,415,058 - MILLS POINTE - 13,957,359 877,373 13,079,986 - MOCKINGBIRD COMMON - 12,939,938 750,108 12,189,830 - MORNINGSIDE PLAZA - 17,545,220 985,423 16,559,797 - MURRAYHILL MARKETPLACE - 19,687,477 1,254,341 18,433,136 7,810,800 NASHBORO VILLAGE - 9,424,711 539,353 8,885,358 - NEWBERRY SQUARE - 12,049,081 2,324,964 9,724,117 - NEWLAND CENTER - 25,262,646 1,015,110 24,247,536 - NORTH HILLS TOWN CENTER - 23,978,236 1,363,705 22,614,531 8,080,012 NORTH MIAMI SHOPPING CENTER - - - - - NORTHLAKE VILLAGE I - 12,640,487 313,863 12,326,624 6,766,369 NORTHVIEW PLAZA - 10,709,607 635,643 10,073,964 - OAKBROOK PLAZA - 10,467,705 534,638 9,933,067 - OAKLEY PLAZA - - - - - OCEAN BREEZE PLAZA - 7,173,298 1,514,254 5,659,044 - OLD ST AUGUSTINE PLAZA - 10,534,574 1,292,505 9,242,069 - ORCHARD SQUARE - 8,760,837 794,319 7,966,518 - PACES FERRY PLAZA - 14,959,538 1,810,860 13,148,678 - PALM HARBOUR SHOPPING VILLAGE - 15,354,164 1,732,094 13,622,070 - PALM TRAILS PLAZA - 8,232,359 565,480 7,666,879 - PARK PLACE - 10,348,927 658,243 9,690,684 - PARKWAY STATION - 5,801,806 718,760 5,083,046 - PASEO VILLAGE - 10,788,569 607,828 10,180,741 - PEACHLAND PROMENADE - 6,627,401 1,050,775 5,576,626 3,910,006 PEARTREE VILLAGE - 24,697,857 2,286,725 22,411,132 12,239,230 PIKE CREEK - 25,039,585 1,816,360 23,223,225 11,766,607 PIMA CROSSING - 30,897,862 1,805,889 29,091,973 - PINE LAKE VILLAGE - 16,895,612 760,474 16,135,138 - PINE TREE PLAZA - 6,007,257 458,052 5,549,205 - PLAZA DE HACIENDA - 16,112,466 866,487 15,245,979 6,405,084 PLAZA HERMOSA - 13,751,146 696,825 13,054,321 - POWELL STREET PLAZA 37,527,075 60,999 37,466,076 - POWERS FERRY SQUARE - 20,691,329 2,461,616 18,229,713 - POWERS FERRY VILLAGE - 5,701,615 686,887 5,014,728 2,813,847 PRESTONBROOK CROSSING - 15,684,750 739,191 14,945,559 - PRESTOWOOD PARK - 54,519,991 3,370,687 51,149,304 - QUEENSBOROUGH - 7,528,424 466,740 7,061,684 - REDONDO VILLAGE CENTER - 24,752 - 24,752 - REGENCY COURT 14,551,553 14,551,553 - 14,551,553 - S-6
Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- REGENCY SQUARE BRANDON - 29,767,332 8,212,053 21,555,279 - RIDGLEA PLAZA - 14,715,717 986,775 13,728,942 - RIVERMONT STATION - 13,450,777 1,214,816 12,235,961 - RONA PLAZA - 5,871,850 312,236 5,559,614 - RUSSELL RIDGE - 8,795,402 1,198,436 7,596,966 5,783,932 SAMMAMISH HIGHLAND - 16,953,594 559,557 16,394,037 - SAN FERNANDO VALUE SQUARE - - - - - SAN LEANDRO - 9,322,384 591,773 8,730,611 - SANDY PLAINS VILLAGE - 15,076,986 1,675,037 13,401,949 - SANDY SPRINGS VILLAGE - 4,410,598 659,250 3,751,348 - SANTA ANA DOWTOWN - 12,346,310 586,934 11,759,376 - SEQUOIA STATION - 27,101,643 1,280,701 25,820,942 - SHERWOOD MARKET CENTER - 19,428,320 1,199,671 18,228,649 - SHILOH PHASE II - 1,438,135 53,272 1,384,863 - SHILOH SPRINGS - 12,827,617 2,279,856 10,547,761 - SHOPPES @ 104 - 12,799,247 1,012,653 11,786,594 - SHOPPES AT MASON - 6,934,511 523,891 6,410,620 3,717,145 SILVERLAKE SHOPPING CENTER - 9,294,519 675,478 8,619,041 - SOUTH MONROE COMMONS - 6,421,435 552,075 5,869,360 - SOUTH POINT PLAZA - 15,151,817 737,282 14,414,535 - SOUTH POINTE CROSSING - 16,404,980 918,934 15,486,046 - SOUTHCENTER - 13,555,993 873,078 12,682,915 - SOUTHGATE VILLAGE - 6,528,934 61,866 6,467,068 5,413,857 SOUTHPARK - 12,598,534 677,432 11,921,102 - ST ANN SQUARE - 7,158,982 751,822 6,407,160 4,625,224 STATLER SQUARE - 10,428,471 847,462 9,581,009 5,213,128 STRAWFLOWER VILLAGE - 11,367,417 546,548 10,820,869 - STROH RANCH - 11,381,135 628,569 10,752,566 - SUNNYSIDE 205 - 10,057,460 650,921 9,406,539 - SWEETWATER PLAZA - 19,582,749 31,754 19,550,995 - TAMIAMI TRAILS - 9,728,928 902,133 8,826,795 - TARRANT PARKWAY VILLAGE - 6,156,386 168,204 5,988,182 - TASSAJARA CROSSING - 23,551,392 1,070,078 22,481,314 - TEQUESTA SHOPPES 5,764,946 5,764,946 - 5,764,946 - TERRACE WALK - 4,346,474 877,742 3,468,732 - THE MARKETPLACE - 8,201,822 1,419,527 6,782,295 2,067,448 THE PROMENADE - - - - - THE VILLAGE - 7,730,591 528,151 7,202,440 - THOMAS LAKE CENTER - 16,307,115 732,107 15,575,008 - TINWOOD HOTEL SITE 8,271,191 8,271,191 - 8,271,191 - TOWN CENTER AT MARTIN DOWNS - 6,415,724 651,384 5,764,340 - TOWN SQUARE - 8,252,232 423,337 7,828,895 - TWIN PEAKS - 30,409,655 1,835,828 28,573,827 - UNION SQUARE SHOPPING CENTER - 7,944,954 919,720 7,025,234 - UNIVERSITY COLLECTION - 12,030,242 1,259,906 10,770,336 - UNIVERSITY MARKETPLACE 6,449,544 6,449,544 - 6,449,544 - VALLEY RANCH CENTRE - 13,749,830 785,800 12,964,030 - VENTURA VILLAGE - 10,754,400 460,628 10,293,772 - VILLAGE CENTER 6 - 15,315,054 1,851,574 13,463,480 - VILLAGE IN TRUSSVILLE - 4,372,399 838,350 3,534,049 - WALKER CENTER - 10,329,707 474,386 9,855,321 - WATERFORD TOWNE CENTER - 13,906,811 669,237 13,237,574 - WELLEBY PLAZA - 8,491,855 1,352,228 7,139,627 - WELLINGTON MARKETPLACE 15,857,646 15,857,646 - 15,857,646 - WELLINGTON TOWN SQUARE - 9,981,195 1,143,337 8,837,858 - WEST COUNTY MARKETPLACE - 6,674,062 1,317,509 5,356,553 - WEST HILLS - 8,252,338 428,946 7,823,392 5,087,043 WEST PARK PLAZA - 11,009,186 370,982 10,638,204 - WESTBROOK COMMONS - 15,294,393 226,857 15,067,536 - WESTCHESTER PLAZA - 8,987,731 871,730 8,116,001 5,479,343 WESTLAKE VILLAGE CENTER - 33,343,006 2,191,176 31,151,830 - WILLA SPRINGS SHOPPING CENTER - 11,045,642 243,518 10,802,124 - WINDMILLER PLAZA PHASE I - 14,788,057 1,050,857 13,737,200 - WOODCROFT SHOPPING CENTER - 7,068,545 813,495 6,255,050 - WOODMAN VAN NUYS - 12,500,047 499,185 12,000,862 5,515,768 WOODMEN PLAZA - 16,091,731 1,030,600 15,061,131 - WOODSIDE CENTRAL - 12,377,452 641,543 11,735,909 - WORTHINGTON PARK CENTRE - 14,347,298 1,211,406 13,135,892 4,628,152 OPERATING BUILD TO SUIT PROPERTIES 58,053,628 58,053,628 2,880,324 55,173,304 2,650,433 --------------------------------------------------------------------------------- 158,121,462 2,673,164,289 202,325,324 2,470,838,965 265,698,754 ================================================================================= </TABLE> S-7
REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2001 Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operation is calculated over the estimated useful lives of the assets as follows: Buildings and improvements up to 40 years The aggregate cost for Federal income tax purposes was approximately $2.6 billion at December 31, 2001. The changes in total real estate assets for the period ended December 31, 2001, 2000 and 1999: <TABLE> <CAPTION> 2001 2000 1999 ---------------- ----------------- ----------------- <S> <C> <C> <C> Balance, beginning of period 2,561,795,627 2,401,953,304 1,183,184,013 Developed or acquired properties 187,979,361 219,887,989 1,215,563,938 Sale of properties (88,410,037) (56,037,062) (18,330,608) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - Reclass accumulated depreciation into revised land basis (1,627,178) - - Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) - Improvements 15,837,052 19,134,500 21,535,961 ---------------- ----------------- ----------------- Balance, end of period 2,673,164,289 2,561,795,627 2,401,953,304 ================ ================= ================= </TABLE> The changes in accumulated depreciation for the period ended December 31, 2001, 2000 and 1999: <TABLE> <CAPTION> 2001 2000 1999 ---------------- ----------------- ----------------- <S> <C> <C> <C> Balance, beginning of period 147,053,900 104,467,176 58,983,738 Prior depreciation Midland JV'S transferred in 2,433,269 1,662,125 - Sale of properties (5,052,051) (3,800,803) (721,007) Reclass accumulated depreciation into revised land basis (1,627,178) - - Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) - Depreciation for period 60,332,784 54,873,094 46,204,445 ---------------- ----------------- ----------------- Balance, end of period 202,325,324 147,053,900 104,467,176 ================ ================= ================= </TABLE> S-8