x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FLORIDA (REGENCY CENTERS CORPORATION) | 59-3191743 | |
DELAWARE (REGENCY CENTERS, L.P) | 59-3429602 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Independent Drive, Suite 114 Jacksonville, Florida 32202 | (904) 598-7000 | |
(Address of principal executive offices) (zip code) | (Registrant's telephone number, including area code) |
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o | Smaller reporting company | o |
Large accelerated filer | o | Accelerated filer | x | |
Non-accelerated filer | o | Smaller reporting company | o |
• | enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
• | eliminates duplicative disclosure and provides a more streamlined and readable presentation; and |
• | creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
Form 10-Q Report Page | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Regency Centers Corporation: | ||
Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 | ||
Consolidated Statements of Operations for the periods ended March 31, 2012 and 2011 | ||
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2012 and 2011 | ||
Consolidated Statements of Changes in Equity for the three months ended March 31, 2012 and 2011 | ||
Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 | ||
Regency Centers, L.P.: | ||
Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 | ||
Consolidated Statements of Operations for the periods ended March 31, 2012 and 2011 | ||
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2012 and 2011 | ||
Consolidated Statements of Changes in Capital for the three months ended March 31, 2012 and 2011 | ||
Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 | ||
Notes to Consolidated Financial Statements | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |
Item 4. | Controls and Procedures | |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
SIGNATURES | ||
2012 | 2011 | |||||
Assets | (unaudited) | |||||
Real estate investments at cost: | ||||||
Land | $ | 1,264,492 | 1,273,606 | |||
Buildings and improvements | 2,608,756 | 2,604,229 | ||||
Properties in development | 250,342 | 224,077 | ||||
4,123,590 | 4,101,912 | |||||
Less: accumulated depreciation | 813,187 | 791,619 | ||||
3,310,403 | 3,310,293 | |||||
Investments in real estate partnerships | 395,933 | 386,882 | ||||
Net real estate investments | 3,706,336 | 3,697,175 | ||||
Cash and cash equivalents | 27,115 | 11,402 | ||||
Restricted cash | 6,406 | 6,050 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,124 and $3,442 at March 31, 2012 and December 31, 2011, respectively | 42,338 | 37,733 | ||||
Straight-line rent receivable, net of reserve of $1,871 and $2,075 at March 31, 2012 and December 31, 2011, respectively | 49,625 | 48,132 | ||||
Notes receivable | 23,883 | 35,784 | ||||
Deferred costs, less accumulated amortization of $71,385 and $71,265 at March 31, 2012 and December 31, 2011, respectively | 71,094 | 70,204 | ||||
Acquired lease intangible assets, less accumulated amortization of $16,705 and $15,588 at March 31, 2012 and December 31, 2011, respectively | 25,937 | 27,054 | ||||
Trading securities held in trust, at fair value | 23,411 | 21,713 | ||||
Other assets | 28,731 | 31,824 | ||||
Total assets | $ | 4,004,876 | 3,987,071 | |||
Liabilities and Equity | ||||||
Liabilities: | ||||||
Notes payable | $ | 1,748,358 | 1,942,440 | |||
Unsecured credit facilities | 275,000 | 40,000 | ||||
Accounts payable and other liabilities | 104,819 | 101,862 | ||||
Derivative instruments, at fair value | 59 | 37 | ||||
Acquired lease intangible liabilities, less accumulated accretion of $5,143 and $4,750 at March 31, 2012 and December 31, 2011, respectively | 12,269 | 12,662 | ||||
Tenants’ security and escrow deposits and prepaid rent | 19,757 | 20,416 | ||||
Total liabilities | 2,160,262 | 2,117,417 | ||||
Commitments and contingencies (note 10) | ||||||
Equity: | ||||||
Stockholders’ equity: | ||||||
Preferred stock, $0.01 par value per share, 32,000,000 shares authorized; 13,000,000 and 11,000,000 Series 3-6 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively, with liquidation preferences of $25 per share | 325,000 | 275,000 | ||||
Common stock $0.01 par value per share,150,000,000 shares authorized; 89,929,528 and 89,921,858 shares issued at March 31, 2012 and December 31, 2011, respectively | 899 | 899 | ||||
Treasury stock at cost, 315,867 and 338,714 shares held at March 31, 2012 and December 31, 2011, respectively | (14,222 | ) | (15,197 | ) | ||
Additional paid in capital | 2,280,781 | 2,281,817 | ||||
Accumulated other comprehensive loss | (69,083 | ) | (71,429 | ) | ||
Distributions in excess of net income | (690,845 | ) | (662,735 | ) | ||
Total stockholders’ equity | 1,832,530 | 1,808,355 | ||||
Noncontrolling interests: | ||||||
Series D preferred units, aggregate redemption value of $50,000 at December 31, 2011 | — | 49,158 | ||||
Exchangeable operating partnership units, aggregate redemption value of $7,880 and $6,665 at March 31, 2012 and December 31, 2011, respectively | (990 | ) | (963 | ) | ||
Limited partners’ interests in consolidated partnerships | 13,074 | 13,104 | ||||
Total noncontrolling interests | 12,084 | 61,299 | ||||
Total equity | 1,844,614 | 1,869,654 | ||||
Total liabilities and equity | $ | 4,004,876 | 3,987,071 |
2012 | 2011 | |||||
Revenues: | ||||||
Minimum rent | $ | 92,365 | 87,173 | |||
Percentage rent | 1,160 | 907 | ||||
Recoveries from tenants and other income | 26,714 | 28,390 | ||||
Management, transaction, and other fees | 7,150 | 7,858 | ||||
Total revenues | 127,389 | 124,328 | ||||
Operating expenses: | ||||||
Depreciation and amortization | 32,841 | 34,499 | ||||
Operating and maintenance | 18,594 | 18,984 | ||||
General and administrative | 16,122 | 16,953 | ||||
Real estate taxes | 15,289 | 14,357 | ||||
Other expenses | 1,589 | (321 | ) | |||
Total operating expenses | 84,435 | 84,472 | ||||
Other expense (income): | ||||||
Interest expense, net of interest income of $535 and $601 in 2012 and 2011, respectively | 28,958 | 30,865 | ||||
Gain on sale of real estate | (1,834 | ) | — | |||
Net investment income from deferred compensation plan, including $1,224 and $643 of unrealized gains | (1,528 | ) | (745 | ) | ||
Total other expense (income) | 25,596 | 30,120 | ||||
Income before equity in income (loss) of investments in real estate partnerships | 17,358 | 9,736 | ||||
Equity in income (loss) of investments in real estate partnerships | 2,966 | (2,725 | ) | |||
Income from continuing operations | 20,324 | 7,011 | ||||
Discontinued operations, net: | ||||||
Operating income | 110 | 1,119 | ||||
Gain on sale of operating properties, net | 6,301 | — | ||||
Income from discontinued operations | 6,411 | 1,119 | ||||
Net income | 26,735 | 8,130 | ||||
Noncontrolling interests: | ||||||
Preferred units | 629 | (931 | ) | |||
Exchangeable operating partnership units | (54 | ) | (13 | ) | ||
Limited partners’ interests in consolidated partnerships | (192 | ) | (82 | ) | ||
Loss (income) attributable to noncontrolling interests | 383 | (1,026 | ) | |||
Net income attributable to controlling interests | 27,118 | 7,104 | ||||
Preferred stock dividends | (13,937 | ) | (4,919 | ) | ||
Net income attributable to common stockholders | $ | 13,181 | 2,185 | |||
Income per common share - basic: | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common stockholders | $ | 0.14 | 0.02 | |||
Income per common share - diluted: | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common stockholders | $ | 0.14 | 0.02 |
2012 | 2011 | |||||
Net income | $ | 26,735 | 8,130 | |||
Other comprehensive income (loss): | ||||||
Loss on settlement of derivative instruments: | ||||||
Amortization of loss on settlement of derivative instruments recognized in net income | 2,367 | 2,367 | ||||
Effective portion of change in fair value of derivative instruments: | ||||||
Effective portion of change in fair value of derivative instruments | (34 | ) | — | |||
Less reclassification adjustment for change in fair value of derivative instruments included in net income | 3 | — | ||||
Other comprehensive income | 2,336 | 2,367 | ||||
Comprehensive income | 29,071 | 10,497 | ||||
Less: comprehensive income (loss) attributable to noncontrolling interests: | ||||||
Net (loss) income attributable to noncontrolling interests | (383 | ) | 1,026 | |||
Other comprehensive (loss) income attributable to noncontrolling interests | (10 | ) | 5 | |||
Comprehensive (loss) income attributable to noncontrolling interests | (393 | ) | 1,031 | |||
Comprehensive income attributable to the Company | $ | 29,464 | 9,466 |
REGENCY CENTERS CORPORATION Consolidated Statements of Changes in Equity For the three months ended March 31, 2012 and 2011 (in thousands, except per share data) (unaudited) | ||||||||||||||||||||||||||||||||||||
Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Total Stockholders’ Equity | Preferred Units | Exchangeable Operating Partnership Units | Limited Partners’ Interest in Consolidated Partnerships | Total Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 275,000 | 819 | (16,175 | ) | 2,039,612 | (80,885 | ) | (533,194 | ) | 1,685,177 | 49,158 | (762 | ) | 10,829 | 59,225 | 1,744,402 | |||||||||||||||||||
Net income | — | — | — | — | — | 7,104 | 7,104 | 931 | 13 | 82 | 1,026 | 8,130 | ||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | 2,362 | — | 2,362 | — | 5 | — | 5 | 2,367 | ||||||||||||||||||||||||
Deferred compensation plan, net | — | — | (117 | ) | 93 | — | — | (24 | ) | — | — | — | — | (24 | ) | |||||||||||||||||||||
Amortization of restricted stock issued | — | — | — | 3,288 | — | — | 3,288 | — | — | — | — | 3,288 | ||||||||||||||||||||||||
Common stock redeemed for taxes withheld for stock based compensation, net | — | — | — | (1,895 | ) | — | — | (1,895 | ) | — | — | — | — | (1,895 | ) | |||||||||||||||||||||
Common stock issued for dividend reinvestment plan | — | — | — | 287 | — | — | 287 | — | — | — | — | 287 | ||||||||||||||||||||||||
Common stock issued for stock offerings, net of issuance costs | — | 80 | — | 215,289 | — | — | 215,369 | — | — | — | — | 215,369 | ||||||||||||||||||||||||
Contributions from partners | — | — | — | — | — | — | — | — | — | 2,289 | 2,289 | 2,289 | ||||||||||||||||||||||||
Distributions to partners | — | — | — | — | — | — | — | — | — | (292 | ) | (292 | ) | (292 | ) | |||||||||||||||||||||
Cash dividends declared: | ||||||||||||||||||||||||||||||||||||
Preferred stock/unit | — | — | — | — | — | (4,919 | ) | (4,919 | ) | (931 | ) | — | — | (931 | ) | (5,850 | ) | |||||||||||||||||||
Common stock/unit ($.4625 per share) | — | — | — | — | — | (37,517 | ) | (37,517 | ) | — | (82 | ) | — | (82 | ) | (37,599 | ) | |||||||||||||||||||
Balance at March 31, 2011 | $ | 275,000 | 899 | (16,292 | ) | 2,256,674 | (78,523 | ) | (568,526 | ) | 1,869,232 | 49,158 | (826 | ) | 12,908 | 61,240 | 1,930,472 | |||||||||||||||||||
Balance at December 31, 2011 | $ | 275,000 | 899 | (15,197 | ) | 2,281,817 | (71,429 | ) | (662,735 | ) | 1,808,355 | 49,158 | (963 | ) | 13,104 | 61,299 | 1,869,654 | |||||||||||||||||||
Net income | — | — | — | — | — | 27,118 | 27,118 | (629 | ) | 54 | 192 | (383 | ) | 26,735 | ||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | 2,346 | — | 2,346 | — | 5 | (15 | ) | (10 | ) | 2,336 | ||||||||||||||||||||||
Deferred compensation plan, net | — | — | 975 | (975 | ) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
Amortization of restricted stock issued | — | — | — | 2,863 | — | — | 2,863 | — | — | — | — | 2,863 | ||||||||||||||||||||||||
Common stock redeemed for taxes withheld for stock based compensation, net | — | — | — | (1,623 | ) | — | — | (1,623 | ) | — | — | — | — | (1,623 | ) | |||||||||||||||||||||
Common stock issued for dividend reinvestment plan | — | — | — | 256 | — | — | 256 | — | — | — | — | 256 | ||||||||||||||||||||||||
Redemption of preferred units | — | — | — | — | — | — | — | (48,125 | ) | — | — | (48,125 | ) | (48,125 | ) | |||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 250,000 | — | — | (8,550 | ) | — | — | 241,450 | — | — | — | — | 241,450 |
REGENCY CENTERS CORPORATION Consolidated Statements of Changes in Equity For the three months ended March 31, 2012 and 2011 (in thousands, except per share data) (unaudited) | ||||||||||||||||||||||||||||||||||||
Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Total Stockholders’ Equity | Preferred Units | Exchangeable Operating Partnership Units | Limited Partners’ Interest in Consolidated Partnerships | Total Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||
Redemption of preferred stock | (200,000 | ) | — | — | 6,993 | — | (6,993 | ) | (200,000 | ) | — | — | — | — | (200,000 | ) | ||||||||||||||||||||
Contributions from partners | — | — | — | — | — | — | — | — | — | 42 | 42 | 42 | ||||||||||||||||||||||||
Distributions to partners | — | — | — | — | — | — | — | — | — | (249 | ) | (249 | ) | (249 | ) | |||||||||||||||||||||
Cash dividends declared: | ||||||||||||||||||||||||||||||||||||
Preferred stock/unit | — | — | — | — | — | (6,944 | ) | (6,944 | ) | (404 | ) | — | — | (404 | ) | (7,348 | ) | |||||||||||||||||||
Common stock/unit ($.4625 per share) | — | — | — | — | — | (41,291 | ) | (41,291 | ) | — | (86 | ) | — | (86 | ) | (41,377 | ) | |||||||||||||||||||
Balance at March 31, 2012 | $ | 325,000 | 899 | (14,222 | ) | 2,280,781 | (69,083 | ) | (690,845 | ) | 1,832,530 | — | (990 | ) | 13,074 | 12,084 | 1,844,614 |
2012 | 2011 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 26,735 | 8,130 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 32,929 | 35,190 | ||||
Amortization of deferred loan cost and debt premium | 3,265 | 3,057 | ||||
Accretion of above and below market lease intangibles, net | (220 | ) | (195 | ) | ||
Stock-based compensation, net of capitalization | 2,447 | 2,501 | ||||
Equity in (income) loss of investments in real estate partnerships | (2,966 | ) | 2,725 | |||
Net gain on sale of properties | (8,135 | ) | — | |||
Distribution of earnings from operations of investments in real estate partnerships | 8,556 | 12,735 | ||||
Gain on derivative instruments | (8 | ) | — | |||
Deferred compensation expense | 1,477 | 1,293 | ||||
Realized and unrealized gains on trading securities held in trust | (1,528 | ) | (752 | ) | ||
Changes in assets and liabilities: | ||||||
Restricted cash | (356 | ) | (180 | ) | ||
Accounts receivable | (7,913 | ) | 7,880 | |||
Straight-line rent receivables, net | (1,650 | ) | (1,574 | ) | ||
Deferred leasing costs | (2,467 | ) | (3,272 | ) | ||
Other assets | 2,164 | (393 | ) | |||
Accounts payable and other liabilities | (8,526 | ) | (17,924 | ) | ||
Tenants’ security and escrow deposits and prepaid rent | (598 | ) | 86 | |||
Net cash provided by operating activities | 43,206 | 49,307 | ||||
Cash flows from investing activities: | ||||||
Development of real estate including acquisition of land | (32,352 | ) | (13,135 | ) | ||
Proceeds from sale of real estate investments | 28,907 | 1,303 | ||||
Issuance of notes receivable | (684 | ) | — | |||
Investments in real estate partnerships | (14,380 | ) | (4,742 | ) | ||
Distributions received from investments in real estate partnerships | — | 9,988 | ||||
Dividends on trading securities held in trust | 29 | 51 | ||||
Acquisition of trading securities held in trust | (8,392 | ) | (6,479 | ) | ||
Proceeds from sale of trading securities held in trust | 8,193 | 6,409 | ||||
Net cash used in investing activities | (18,679 | ) | (6,605 | ) | ||
Cash flows from financing activities: | ||||||
Net proceeds from common stock issuance | — | 215,369 | ||||
Net proceeds from issuance of preferred stock | 241,450 | — | ||||
Redemption of preferred stock | (200,000 | ) | — | |||
Proceeds from sale of treasury stock | 339 | 615 | ||||
Acquisition of treasury stock | (4 | ) | — | |||
Redemption of preferred partnership units | (48,125 | ) | — | |||
Distributions to limited partners in consolidated partnerships, net | (249 | ) | (292 | ) | ||
Distributions to exchangeable operating partnership unit holders | (86 | ) | (82 | ) | ||
Distributions to preferred unit holders | (404 | ) | (931 | ) | ||
Dividends paid to common stockholders | (41,035 | ) | (37,230 | ) | ||
Dividends paid to preferred stockholders | — | (4,919 | ) | |||
Repayment of fixed rate unsecured notes | (192,375 | ) | (161,691 | ) | ||
Proceeds from unsecured credit facilities | 235,000 | 175,000 | ||||
Repayment of unsecured credit facilities | (150,000 | ) | (185,000 | ) | ||
Proceeds from notes payable | 150,000 | 829 | ||||
Repayment of notes payable | — | (20 | ) | |||
Scheduled principal payments | (1,725 | ) | (1,226 | ) | ||
Payment of loan costs | (1,600 | ) | — | |||
Net cash (used in) provided by financing activities | (8,814 | ) | 422 | |||
Net increase in cash and cash equivalents | 15,713 | 43,124 | ||||
Cash and cash equivalents at beginning of the year | 11,402 | 16,889 | ||||
Cash and cash equivalents at end of the period | $ | 27,115 | 60,013 |
2012 | 2011 | ||||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest (net of capitalized interest of $371 and $589 in 2012 and 2011, respectively) | $ | 25,854 | 30,992 | ||||
Supplemental disclosure of non-cash transactions: | |||||||
Preferred unit and stock distribution declared and not paid | $ | 6,944 | 6,364 | — | |||
Real estate acquired through elimination of note receivable | $ | 12,585 | — | ||||
Change in fair value of derivative instruments | $ | (31 | ) | — | |||
Common stock issued for dividend reinvestment plan | $ | 256 | 287 | ||||
Stock-based compensation capitalized | $ | 478 | 257 | ||||
Contributions from limited partners in consolidated partnerships, net | $ | 42 | 2,289 | ||||
Common stock issued for dividend reinvestment in trust | $ | 140 | 161 | ||||
Contribution of stock awards into trust | $ | 381 | 639 | ||||
Distribution of stock held in trust | $ | 1,191 | — |
2012 | 2011 | |||||
Assets | (unaudited) | |||||
Real estate investments at cost: | ||||||
Land | $ | 1,264,492 | 1,273,606 | |||
Buildings and improvements | 2,608,756 | 2,604,229 | ||||
Properties in development | 250,342 | 224,077 | ||||
4,123,590 | 4,101,912 | |||||
Less: accumulated depreciation | 813,187 | 791,619 | ||||
3,310,403 | 3,310,293 | |||||
Investments in real estate partnerships | 395,933 | 386,882 | ||||
Net real estate investments | 3,706,336 | 3,697,175 | ||||
Cash and cash equivalents | 27,115 | 11,402 | ||||
Restricted cash | 6,406 | 6,050 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,124 and $3,442 at March 31, 2012 and December 31, 2011, respectively | 42,338 | 37,733 | ||||
Straight-line rent receivable, net of reserve of $1,871 and $2,075 at March 31, 2012 and December 31, 2011, respectively | 49,625 | 48,132 | ||||
Notes receivable | 23,883 | 35,784 | ||||
Deferred costs, less accumulated amortization of $71,385 and $71,265 at March 31, 2012 and December 31, 2011, respectively | 71,094 | 70,204 | ||||
Acquired lease intangible assets, less accumulated amortization of $16,705 and $15,588 at March 31, 2012 and December 31, 2011, respectively | 25,937 | 27,054 | ||||
Trading securities held in trust, at fair value | 23,411 | 21,713 | ||||
Other assets | 28,731 | 31,824 | ||||
Total assets | $ | 4,004,876 | 3,987,071 | |||
Liabilities and Capital | ||||||
Liabilities: | ||||||
Notes payable | $ | 1,748,358 | 1,942,440 | |||
Unsecured credit facilities | 275,000 | 40,000 | ||||
Accounts payable and other liabilities | 104,819 | 101,862 | ||||
Derivative instruments, at fair value | 59 | 37 | ||||
Acquired lease intangible liabilities, less accumulated accretion of $5,143 and $4,750 at March 31, 2012 and December 31, 2011, respectively | 12,269 | 12,662 | ||||
Tenants’ security and escrow deposits and prepaid rent | 19,757 | 20,416 | ||||
Total liabilities | 2,160,262 | 2,117,417 | ||||
Commitments and contingencies (note 10) | ||||||
Capital: | ||||||
Partners’ capital: | ||||||
Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2011 | — | 49,158 | ||||
Preferred units of general partner, $0.01 par value per unit, 13,000,000 and 11,000,000 units issued and outstanding at March 31, 2012 and December 31, 2011, respectively, liquidation preference of $25 per unit | 325,000 | 275,000 | ||||
General partner; 89,929,528 and 89,921,858 units outstanding at March 31, 2012 and December 31, 2011, respectively | 1,576,613 | 1,604,784 | ||||
Limited partners; 177,164 units outstanding at March 31, 2012 and December 31, 2011 | (990 | ) | (963 | ) | ||
Accumulated other comprehensive loss | (69,083 | ) | (71,429 | ) | ||
Total partners’ capital | 1,831,540 | 1,856,550 | ||||
Noncontrolling interests: | ||||||
Limited partners’ interests in consolidated partnerships | 13,074 | 13,104 | ||||
Total noncontrolling interests | 13,074 | 13,104 | ||||
Total capital | 1,844,614 | 1,869,654 | ||||
Total liabilities and capital | $ | 4,004,876 | 3,987,071 |
2012 | 2011 | |||||
Revenues: | ||||||
Minimum rent | $ | 92,365 | 87,173 | |||
Percentage rent | 1,160 | 907 | ||||
Recoveries from tenants and other income | 26,714 | 28,390 | ||||
Management, transaction, and other fees | 7,150 | 7,858 | ||||
Total revenues | 127,389 | 124,328 | ||||
Operating expenses: | ||||||
Depreciation and amortization | 32,841 | 34,499 | ||||
Operating and maintenance | 18,594 | 18,984 | ||||
General and administrative | 16,122 | 16,953 | ||||
Real estate taxes | 15,289 | 14,357 | ||||
Other expenses | 1,589 | (321 | ) | |||
Total operating expenses | 84,435 | 84,472 | ||||
Other expense (income): | ||||||
Interest expense, net of interest income of $535 and $601 in 2012 and 2011, respectively | 28,958 | 30,865 | ||||
Gain on sale of real estate | (1,834 | ) | — | |||
Net investment income from deferred compensation plan, including $1,224 and $643 of unrealized gains | (1,528 | ) | (745 | ) | ||
Total other expense (income) | 25,596 | 30,120 | ||||
Income before equity in income (loss) of investments in real estate partnerships | 17,358 | 9,736 | ||||
Equity in income (loss) of investments in real estate partnerships | 2,966 | (2,725 | ) | |||
Income from continuing operations | 20,324 | 7,011 | ||||
Discontinued operations, net: | ||||||
Operating income | 110 | 1,119 | ||||
Gain on sale of operating properties, net | 6,301 | — | ||||
Income from discontinued operations | 6,411 | 1,119 | ||||
Net income | 26,735 | 8,130 | ||||
Noncontrolling interests: | ||||||
Limited partners’ interests in consolidated partnerships | (192 | ) | (82 | ) | ||
Income attributable to noncontrolling interests | (192 | ) | (82 | ) | ||
Net income attributable to controlling interests | 26,543 | 8,048 | ||||
Preferred unit distributions | (13,308 | ) | (5,850 | ) | ||
Net income attributable to common unit holders | $ | 13,235 | 2,198 | |||
Income per common unit - basic: | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common unit holders | $ | 0.14 | 0.02 | |||
Income per common unit - diluted: | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common unit holders | $ | 0.14 | 0.02 |
2012 | 2011 | |||||
Net income | $ | 26,735 | 8,130 | |||
Other comprehensive income (loss): | ||||||
Loss on settlement of derivative instruments: | ||||||
Amortization of loss on settlement of derivative instruments recognized in net income | 2,367 | 2,367 | ||||
Effective portion of change in fair value of derivative instruments: | ||||||
Effective portion of change in fair value of derivative instruments | (34 | ) | — | |||
Less reclassification adjustment for change in fair value of derivative instruments included in net income | 3 | — | ||||
Other comprehensive income | 2,336 | 2,367 | ||||
Comprehensive income | 29,071 | 10,497 | ||||
Less: comprehensive income (loss) attributable to noncontrolling interests: | ||||||
Net income attributable to noncontrolling interests | 192 | 82 | ||||
Other comprehensive loss attributable to noncontrolling interests | (15 | ) | — | |||
Comprehensive income attributable to noncontrolling interests | 177 | 82 | ||||
Comprehensive income attributable to the Partnership | $ | 28,894 | 10,415 |
REGENCY CENTERS, L.P. Consolidated Statements of Changes in Capital For the three months ended March 31, 2012, and 2011 (in thousands) (unaudited) | |||||||||||||||||||||
Preferred Units | General Partner Preferred and Common Units | Limited Partners | Accumulated Other Comprehensive Income (Loss) | Total Partners’ Capital | Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships | Total Capital | |||||||||||||||
Balance at December 31, 2010 | $ | 49,158 | 1,766,062 | (762 | ) | (80,885 | ) | 1,733,573 | 10,829 | 1,744,402 | |||||||||||
Net income | 931 | 7,104 | 13 | — | 8,048 | 82 | 8,130 | ||||||||||||||
Other comprehensive income (loss) | — | — | 5 | 2,362 | 2,367 | — | 2,367 | ||||||||||||||
Deferred compensation plan, net | — | (24 | ) | — | — | (24 | ) | — | (24 | ) | |||||||||||
Contributions from partners | — | — | — | — | — | 2,289 | 2,289 | ||||||||||||||
Distributions to partners | — | (37,517 | ) | (82 | ) | — | (37,599 | ) | (292 | ) | (37,891 | ) | |||||||||
Preferred unit distributions | (931 | ) | (4,919 | ) | — | — | (5,850 | ) | — | (5,850 | ) | ||||||||||
Restricted units issued as a result of amortization of restricted stock issued by Parent Company | — | 3,288 | — | — | 3,288 | — | 3,288 | ||||||||||||||
Common units issued as a result of common stock issued by Parent Company, net of repurchases | — | 213,761 | — | — | 213,761 | — | 213,761 | ||||||||||||||
Balance at March 31, 2011 | $ | 49,158 | 1,947,755 | (826 | ) | (78,523 | ) | 1,917,564 | 12,908 | 1,930,472 | |||||||||||
Balance at December 31, 2011 | $ | 49,158 | 1,879,784 | (963 | ) | (71,429 | ) | 1,856,550 | 13,104 | 1,869,654 | |||||||||||
Net income | (629 | ) | 27,118 | 54 | — | 26,543 | 192 | 26,735 | |||||||||||||
Other comprehensive income (loss) | — | — | 5 | 2,346 | 2,351 | (15 | ) | 2,336 | |||||||||||||
Contributions from partners | — | — | — | — | — | 42 | 42 | ||||||||||||||
Distributions to partners | — | (41,291 | ) | (86 | ) | — | (41,377 | ) | (249 | ) | (41,626 | ) | |||||||||
Redemption of preferred units | (48,125 | ) | (200,000 | ) | — | — | (248,125 | ) | — | (248,125 | ) | ||||||||||
Preferred unit distributions | (404 | ) | (6,944 | ) | — | — | (7,348 | ) | — | (7,348 | ) | ||||||||||
Restricted units issued as a result of amortization of restricted stock issued by Parent Company | — | 2,863 | — | — | 2,863 | — | 2,863 | ||||||||||||||
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs | — | 241,450 | — | — | 241,450 | — | 241,450 | ||||||||||||||
Common units issued as a result of common stock issued by Parent Company, net of repurchases | — | (1,367 | ) | — | — | (1,367 | ) | — | (1,367 | ) | |||||||||||
Balance at March 31, 2012 | $ | — | 1,901,613 | (990 | ) | (69,083 | ) | 1,831,540 | 13,074 | 1,844,614 |
2012 | 2011 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 26,735 | 8,130 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 32,929 | 35,190 | ||||
Amortization of deferred loan cost and debt premium | 3,265 | 3,057 | ||||
Accretion of above and below market lease intangibles, net | (220 | ) | (195 | ) | ||
Stock-based compensation, net of capitalization | 2,447 | 2,501 | ||||
Equity in (income) loss of investments in real estate partnerships | (2,966 | ) | 2,725 | |||
Net gain on sale of properties | (8,135 | ) | — | |||
Distribution of earnings from operations of investments in real estate partnerships | 8,556 | 12,735 | ||||
Gain on derivative instruments | (8 | ) | — | |||
Deferred compensation expense | 1,477 | 1,293 | ||||
Realized and unrealized gains on trading securities held in trust | (1,528 | ) | (752 | ) | ||
Changes in assets and liabilities: | ||||||
Restricted cash | (356 | ) | (180 | ) | ||
Accounts receivable | (7,913 | ) | 7,880 | |||
Straight-line rent receivables, net | (1,650 | ) | (1,574 | ) | ||
Deferred leasing costs | (2,467 | ) | (3,272 | ) | ||
Other assets | 2,164 | (393 | ) | |||
Accounts payable and other liabilities | (8,526 | ) | (17,924 | ) | ||
Tenants’ security and escrow deposits and prepaid rent | (598 | ) | 86 | |||
Net cash provided by operating activities | 43,206 | 49,307 | ||||
Cash flows from investing activities: | ||||||
Development of real estate including acquisition of land | (32,352 | ) | (13,135 | ) | ||
Proceeds from sale of real estate investments | 28,907 | 1,303 | ||||
Issuance of notes receivable | (684 | ) | — | |||
Investments in real estate partnerships | (14,380 | ) | (4,742 | ) | ||
Distributions received from investments in real estate partnerships | — | 9,988 | ||||
Dividends on trading securities held in trust | 29 | 51 | ||||
Acquisition of trading securities held in trust | (8,392 | ) | (6,479 | ) | ||
Proceeds from sale of trading securities held in trust | 8,193 | 6,409 | ||||
Net cash used in investing activities | (18,679 | ) | (6,605 | ) | ||
Cash flows from financing activities: | ||||||
Net proceeds from common units issued as a result of common stock issued by Parent Company | — | 215,369 | ||||
Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company | 241,450 | — | ||||
Proceeds from sale of treasury stock | 339 | 615 | ||||
Acquisition of treasury stock | (4 | ) | — | |||
Redemption of preferred partnership units | (248,125 | ) | — | |||
Distributions to limited partners in consolidated partnerships, net | (249 | ) | (292 | ) | ||
Distributions to partners | (41,121 | ) | (37,312 | ) | ||
Distributions to preferred unit holders | (404 | ) | (5,850 | ) | ||
Repayment of fixed rate unsecured notes | (192,375 | ) | (161,691 | ) | ||
Proceeds from line of credit | 235,000 | 175,000 | ||||
Repayment of line of credit | (150,000 | ) | (185,000 | ) | ||
Proceeds from notes payable | 150,000 | 829 | ||||
Repayment of notes payable | — | (20 | ) | |||
Scheduled principal payments | (1,725 | ) | (1,226 | ) | ||
Payment of loan costs | (1,600 | ) | — | |||
Net cash (used in) provided by financing activities | (8,814 | ) | 422 | |||
Net increase in cash and cash equivalents | 15,713 | 43,124 | ||||
Cash and cash equivalents at beginning of the year | 11,402 | 16,889 | ||||
Cash and cash equivalents at end of the period | $ | 27,115 | 60,013 |
2012 | 2011 | |||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest (net of capitalized interest of $371 and $589 in 2012 and 2011, respectively) | $ | 25,854 | 30,992 | |||
Supplemental disclosure of non-cash transactions: | ||||||
Preferred unit and stock distribution declared and not paid | 6,944 | — | ||||
Real estate acquired through elimination of note receivable | $ | 12,585 | — | |||
Change in fair value of derivative instruments | $ | (31 | ) | — | ||
Common stock issued by Parent Company for dividend reinvestment plan | $ | 256 | 287 | |||
Stock-based compensation capitalized | $ | 478 | 257 | |||
Contributions from limited partners in consolidated partnerships, net | $ | 42 | 2,289 | |||
Common stock issued for dividend reinvestment in trust | $ | 140 | 161 | |||
Contribution of stock awards into trust | $ | 381 | 639 | |||
Distribution of stock held in trust | $ | 1,191 | — |
1. | Organization and Principles of Consolidation |
2. | Real Estate Investments |
Date Purchased | Property Name | City/State | Co-investment Partner | Ownership | Purchase Price | Debt Assumed, Net of Premiums | Intangible Assets | Intangible Liabilities | |||||||
1/17/2012 | Lake Grove Commons | Lake Grove, NY | GRI - Regency, LLC (GRIR) | 40.00 | % | $ | 72,500 | 31,813 | 5,397 | 4,342 |
2012 | 2011 | |||||
Income tax expense (benefit) from: | ||||||
Continuing operations | $ | 231 | (1,815 | ) | ||
Discontinued operations | (62 | ) | — | |||
Total income tax expense (benefit) | $ | 169 | (1,815 | ) |
2012 | 2011 | |||||
Notes payable: | ||||||
Fixed rate mortgage loans | $ | 438,120 | 439,880 | |||
Variable rate mortgage loans | 12,614 | 12,665 | ||||
Fixed rate unsecured loans | 1,297,624 | 1,489,895 | ||||
Total notes payable | 1,748,358 | 1,942,440 | ||||
Unsecured credit facilities | 275,000 | 40,000 | ||||
Total | $ | 2,023,358 | 1,982,440 |
Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities (1) | Total | ||||||||
2012 | $ | 5,306 | — | — | 5,306 | |||||||
2013 | 6,995 | 16,332 | — | 23,327 | ||||||||
2014 | 6,481 | 28,483 | 150,000 | 184,964 | ||||||||
2015 | 5,170 | 46,313 | 475,000 | 526,483 | ||||||||
2016 | 4,857 | 14,161 | 150,000 | 169,018 | ||||||||
Beyond 5 Years | 24,490 | 288,047 | 800,000 | 1,112,537 | ||||||||
Unamortized debt (discounts) premiums, net | — | 4,099 | (2,376 | ) | 1,723 | |||||||
Total | $ | 53,299 | 397,435 | 1,572,624 | 2,023,358 |
Fair Value Measurements as of March 31, 2012 | ||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
Assets | Balance | (Level 1) | (Level 2) | (Level 3) | ||||||||
Trading securities held in trust | $ | 23,411 | 23,411 | — | — | |||||||
Total | $ | 23,411 | 23,411 | — | — | |||||||
Liabilities: | ||||||||||||
Interest rate derivatives | $ | (59 | ) | (60 | ) | 1 |
Fair Value Measurements as of December 31, 2011 | ||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
Assets | Balance | (Level 1) | (Level 2) | (Level 3) | ||||||||
Trading securities held in trust | 21,713 | 21,713 | — | — | ||||||||
Total | $ | 21,713 | 21,713 | — | — | |||||||
Liabilities: | ||||||||||||
Interest rate derivatives | $ | (37 | ) | — | (38 | ) | 1 |
Financial Statement Line Item | |
Parent Company | |
Consolidated Statements of Operations | Preferred stock dividends |
Consolidated Statements of Changes in Equity | Redemption of preferred stock |
Operating Partnership | |
Consolidated Statements of Operations | Preferred unit distributions |
Consolidated Statements of Changes in Capital | Preferred units issued as a result of preferred stock issued by Parent Company, net of redemptions and issuance costs |
Loss on Settlement of Derivative Instruments | Fair Value of Derivative Instruments | Accumulated Other Comprehensive Income (Loss) | |||||||
Beginning balance at December 31, 2011 | $ | (71,438 | ) | 9 | (71,429 | ) | |||
Current period other comprehensive income (loss) | 2,362 | (16 | ) | 2,346 | |||||
Ending balance at March 31, 2012 | $ | (69,076 | ) | (7 | ) | (69,083 | ) |
Year to Date | ||||||
2012 | 2011 | |||||
Numerator: | ||||||
Income from continuing operations | $ | 20,324 | 7,011 | |||
Discontinued operations | 6,411 | 1,119 | ||||
Net income | 26,735 | 8,130 | ||||
Less: Preferred stock dividends | 13,937 | 4,919 | ||||
Less: Noncontrolling interests | (383 | ) | 1,026 | |||
Net income attributable to common stockholders | 13,181 | 2,185 | ||||
Less: Dividends paid on unvested restricted stock | 231 | 240 | ||||
Net income attributable to common stockholders - basic | 12,950 | 1,945 | ||||
Add: Dividends paid on Treasury Method restricted stock | 14 | 15 | ||||
Net income for common stockholders - diluted | $ | 12,964 | 1,960 | |||
Denominator: | ||||||
Weighted average common shares outstanding for basic EPS | 89,497 | 83,099 | ||||
Incremental shares under Forward Equity Offering | — | 1,695 | ||||
Weighted average common shares outstanding for diluted EPS | 89,497 | 84,794 | ||||
Income per common share – basic | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common stockholders | $ | 0.14 | 0.02 | |||
Income per common share – diluted | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common stockholders | $ | 0.14 | 0.02 |
2012 | 2011 | |||||
Numerator: | ||||||
Income from continuing operations | $ | 20,324 | 7,011 | |||
Discontinued operations | 6,411 | 1,119 | ||||
Net income | 26,735 | 8,130 | ||||
Less: Preferred unit distributions | 13,308 | 5,850 | ||||
Less: Noncontrolling interests | 192 | 82 | ||||
Net income attributable to common unit holders | 13,235 | 2,198 | ||||
Less: Dividends paid on unvested restricted units | 231 | 240 | ||||
Net income attributable to common unit holders - basic | 13,004 | 1,958 | ||||
Add: Dividends paid on Treasury Method restricted units | 14 | 15 | ||||
Net income for common unit holders - diluted | $ | 13,018 | 1,973 | |||
Denominator: | ||||||
Weighted average common units outstanding for basic EPU | 89,674 | 83,630 | ||||
Incremental units under Forward Equity Offering | — | 1,695 | ||||
Weighted average common units outstanding for diluted EPU | 89,674 | 85,325 | ||||
Income per common unit – basic | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common unit holders | $ | 0.14 | 0.02 | |||
Income per common unit – diluted | ||||||
Continuing operations | $ | 0.07 | 0.01 | |||
Discontinued operations | 0.07 | 0.01 | ||||
Net income attributable to common unit holders | $ | 0.14 | 0.02 |
March 31, 2012 | December 31, 2011 | |||||
Number of Properties | 217 | 217 | ||||
Properties in Development | 9 | 7 | ||||
Gross Leasable Area | 23,897,060 | 23,750,107 | ||||
% Leased – Operating and Development | 92.2 | % | 92.2 | % | ||
% Leased – Operating | 93.4 | % | 93.1 | % |
March 31, 2012 | December 31, 2011 | |||||
Number of Properties | 148 | 147 | ||||
Properties in Development | — | — | ||||
Gross Leasable Area | 18,538,370 | 18,398,810 | ||||
% Leased – Operating and Development | 94.7 | % | 94.8 | % | ||
% Leased – Operating | 94.7 | % | 94.8 | % |
Grocery Anchor | Number of Stores (1) | Percentage of Company- owned GLA (2) | Percentage of Annualized Base Rent (2) | ||||||
Kroger | 50 | 6.8 | % | 4.1 | % | ||||
Publix | 56 | 6.8 | % | 4.4 | % | ||||
Safeway | 56 | 5.5 | % | 3.6 | % | ||||
Supervalu | 28 | 2.8 | % | 2.2 | % | ||||
(1) Includes stores owned by grocery anchors that are attached to our centers. | |||||||||
(2) Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors. |
2012 | 2011 | Change | |||||||
Net cash provided by operating activities | $ | 43,206 | 49,307 | (6,101 | ) | ||||
Net cash used in investing activities | (18,679 | ) | (6,605 | ) | (12,074 | ) | |||
Net cash (used in) provided by financing activities | (8,814 | ) | 422 | (9,236 | ) | ||||
Net increase in cash and cash equivalents | $ | 15,713 | 43,124 | (27,411 | ) |
2012 | 2011 | |||||
Cash flow from operations | $ | 43,206 | 49,307 | |||
Total | $ | 43,206 | 49,307 | |||
Scheduled principal payments | $ | 1,725 | 1,226 | |||
Capital expenditures to maintain shopping centers | 3,184 | 1,267 | ||||
Dividend distributions to share and unit holders | 41,525 | 43,162 | ||||
Total | $ | 46,434 | 45,655 |
2012 | 2011 | |||||
Number of Co-investment Partnerships | 16 | 16 | ||||
Regency’s Ownership | 20%-50% | 20%-50% | ||||
Number of Properties | 148 | 147 | ||||
Combined Assets | $ | 3,555,340 | 3,501,775 | |||
Combined Liabilities | $ | 2,024,979 | 1,992,213 | |||
Combined Equity | $ | 1,530,361 | 1,509,562 | |||
Regency’s Share of (1)(2): | ||||||
Assets | $ | 1,182,752 | 1,160,954 | |||
Liabilities | $ | 662,000 | 648,533 | |||
(1) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on the operations of Regency, which includes such items on a single line presentation under the equity method in its consolidated financial statements. | ||||||
(2) The difference between Regency's share of the net assets of the co-investment partnerships and the Company's investments in real estate partnerships per the accompanying Consolidated Balance Sheets relates primarily to differences in inside/outside basis. |
Ownership | 2012 | 2011 | ||||||
GRI - Regency, LLC (GRIR) | 40.00 | % | $ | 272,379 | 262,018 | |||
Macquarie CountryWide-Regency III, LLC (MCWR III) | 24.95 | % | 157 | 195 | ||||
Columbia Regency Retail Partners, LLC (Columbia I) | 20.00 | % | 20,410 | 20,335 | ||||
Columbia Regency Partners II, LLC (Columbia II) | 20.00 | % | 9,459 | 9,686 | ||||
Cameron Village, LLC (Cameron) | 30.00 | % | 17,064 | 17,110 | ||||
RegCal, LLC (RegCal) | 25.00 | % | 18,041 | 18,128 | ||||
Regency Retail Partners, LP (the Fund) | 20.00 | % | 16,207 | 16,430 | ||||
US Regency Retail I, LLC (USAA) | 20.01 | % | 2,835 | 3,093 | ||||
Other investments in real estate partnerships | 50.00 | % | 39,381 | 39,887 | ||||
Total | $ | 395,933 | 386,882 |
Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities | Total | Regency’s Pro-Rata Share | ||||||||||
2012 | $ | 11,978 | 234,838 | 20,798 | 267,614 | 101,356 | |||||||||
2013 | 18,293 | 24,373 | — | 42,666 | 15,557 | ||||||||||
2014 | 19,122 | 77,369 | — | 96,491 | 28,829 | ||||||||||
2015 | 19,247 | 130,796 | — | 150,043 | 48,517 | ||||||||||
2016 | 16,406 | 329,757 | — | 346,163 | 104,503 | ||||||||||
Beyond 5 Years | 81,017 | 918,476 | — | 999,493 | 323,748 | ||||||||||
Unamortized debt premiums, net | — | 1,758 | — | 1,758 | (63 | ) | |||||||||
Total | $ | 166,063 | 1,717,367 | 20,798 | 1,904,228 | 622,447 |
2012 | 2011 | Change | |||||||
Minimum rent | $ | 92,365 | 87,173 | 5,192 | |||||
Percentage rent | 1,160 | 907 | 253 | ||||||
Recoveries from tenants and other income | 26,714 | 28,390 | (1,676 | ) | |||||
Management, transaction, and other fees | 7,150 | 7,858 | (708 | ) | |||||
Total revenues | $ | 127,389 | 124,328 | 3,061 |
2012 | 2011 | Change | |||||||
Asset management fees | $ | 1,636 | 1,726 | (90 | ) | ||||
Property management fees | 3,543 | 3,963 | (420 | ) | |||||
Leasing commissions and other fees | 1,971 | 2,169 | (198 | ) | |||||
$ | 7,150 | 7,858 | (708 | ) |
2012 | 2011 | Change | |||||||
Depreciation and amortization | $ | 32,841 | 34,499 | (1,658 | ) | ||||
Operating and maintenance | 18,594 | 18,984 | (390 | ) | |||||
General and administrative | 16,122 | 16,953 | (831 | ) | |||||
Real estate taxes | 15,289 | 14,357 | 932 | ||||||
Other expenses | 1,589 | (321 | ) | 1,910 | |||||
Total operating expenses | $ | 84,435 | 84,472 | (37 | ) |
2012 | 2011 | Change | |||||||
Interest on notes payable | $ | 26,333 | 29,232 | (2,899 | ) | ||||
Interest on unsecured credit facilities | 1,161 | 456 | 705 | ||||||
Capitalized interest | (371 | ) | (589 | ) | 218 | ||||
Hedge interest | 2,370 | 2,367 | 3 | ||||||
Interest income | (535 | ) | (601 | ) | 66 | ||||
$ | 28,958 | 30,865 | (1,907 | ) |
Ownership | 2012 | 2011 | Change | ||||||||
GRI - Regency, LLC (GRIR) | 40.00 | % | $ | 1,622 | 1,177 | 445 | |||||
Macquarie CountryWide-Regency III, LLC (MCWR III) | 24.95 | % | (24 | ) | (55 | ) | 31 | ||||
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)(1) | — | — | (275 | ) | 275 | ||||||
Columbia Regency Retail Partners, LLC (Columbia I) | 20.00 | % | 387 | 282 | 105 | ||||||
Columbia Regency Partners II, LLC (Columbia II) | 20.00 | % | 42 | 77 | (35 | ) | |||||
Cameron Village, LLC (Cameron) | 30.00 | % | 207 | 137 | 70 | ||||||
RegCal, LLC (RegCal) | 25.00 | % | 90 | 63 | 27 | ||||||
Regency Retail Partners, LP (the Fund) | 20.00 | % | 136 | 38 | 98 | ||||||
US Regency Retail I, LLC (USAA) | 20.01 | % | 36 | (16 | ) | 52 | |||||
Other investments in real estate partnerships | 50.00 | % | 470 | (4,153 | ) | 4,623 | |||||
Total | $ | 2,966 | (2,725 | ) | 5,691 | ||||||
(1) At December 31, 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. |
Period | Total number of shares purchased (1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs | ||||
January 1 through January 31, 2012 | — | — | — | — | ||||
February 1 through February 29, 2012 | 40,185 | 42.50 | — | — | ||||
March 1 through March 31, 2012 | — | — | — | — | ||||
(1) Represents shares delivered in payment of withholding taxes in connection with options exercised and restricted stock vesting by participants under Regency's Long-Term Omnibus Plan. |
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
• | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
32.1* | 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation. |
32.2* | 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation. |
* | Furnished, not filed. |
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. |
+ | Submitted electronically with this Quarterly Report |
May 8, 2012 | REGENCY CENTERS CORPORATION | |
By: | /s/ Bruce M. Johnson Bruce M. Johnson, Executive Vice President, Chief Financial Officer (Principal Financial Officer), and Director | |
By: | /s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) |
May 8, 2012 | REGENCY CENTERS, L.P. | |
By: | Regency Centers Corporation, General Partner | |
By: | /s/ Bruce M. Johnson Bruce M. Johnson, Executive Vice President, Chief Financial Officer (Principal Financial Officer), and Director | |
By: | /s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Regency Centers Corporation (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Martin E. Stein, Jr. |
Martin E. Stein, Jr. |
Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Regency Centers Corporation (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Bruce M. Johnson |
Bruce M. Johnson |
Chief Financial Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Regency Centers, L.P. (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Martin E. Stein, Jr. |
Martin E. Stein, Jr. |
Chief Executive Officer of Regency Centers Corporation, general partner of registrant |
1. | I have reviewed this Quarterly Report on Form 10-Q of Regency Centers, L.P. (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Bruce M. Johnson |
Bruce M. Johnson |
Chief Financial Officer of Regency Centers Corporation, general partner of registrant |
/s/ Martin E. Stein, Jr. |
Martin E. Stein, Jr. |
Chief Executive Officer |
/s/ Martin E. Stein, Jr. |
Martin E. Stein, Jr. |
Chief Executive Officer of Regency Centers Corporation, general partner of registrant |
/s/ Bruce M. Johnson |
Bruce M. Johnson |
Chief Financial Officer of Regency Centers Corporation, general partner of registrant |
Equity and Capital (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Equity and Capital [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Transaction [Table Text Block] |
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Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2012 (in thousands):
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Commitments and Contingencies, Letters of Credit (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2012
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Dec. 31, 2011
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Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 22.4 | $ 17.4 |
Letter of Credit [Member]
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Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60.0 |