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, 2013 and December 31, 2012 | ||
Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Equity for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 | ||
Regency Centers, L.P.: | ||
Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 | ||
Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Capital for the three months ended March 31, 2013 and 2012 | ||
Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 | ||
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 | ||
2013 | 2012 | |||||
Assets | (unaudited) | |||||
Real estate investments at cost: | ||||||
Land | $ | 1,228,920 | 1,215,659 | |||
Buildings and improvements | 2,515,644 | 2,502,186 | ||||
Properties in development | 208,432 | 192,067 | ||||
3,952,996 | 3,909,912 | |||||
Less: accumulated depreciation | 808,699 | 782,749 | ||||
3,144,297 | 3,127,163 | |||||
Investments in real estate partnerships | 432,287 | 442,927 | ||||
Net real estate investments | 3,576,584 | 3,570,090 | ||||
Cash and cash equivalents | 22,402 | 22,349 | ||||
Restricted cash | 6,090 | 6,472 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,697 and $3,915 at March 31, 2013 and December 31, 2012, respectively | 24,589 | 26,601 | ||||
Straight-line rent receivable, net of reserve of $568 and $870 at March 31, 2013 and December 31, 2012, respectively | 51,403 | 49,990 | ||||
Notes receivable | 19,727 | 23,751 | ||||
Deferred costs, less accumulated amortization of $71,640 and $69,224 at March 31, 2013 and December 31, 2012, respectively | 68,206 | 69,506 | ||||
Acquired lease intangible assets, less accumulated amortization of $21,104 and $19,148 at March 31, 2013 and December 31, 2012, respectively | 40,391 | 42,459 | ||||
Trading securities held in trust, at fair value | 24,495 | 23,429 | ||||
Other assets | 27,500 | 18,811 | ||||
Total assets | $ | 3,861,387 | 3,853,458 | |||
Liabilities and Equity | ||||||
Liabilities: | ||||||
Notes payable | $ | 1,785,443 | 1,771,891 | |||
Unsecured credit facilities | 145,000 | 170,000 | ||||
Accounts payable and other liabilities | 121,120 | 127,185 | ||||
Acquired lease intangible liabilities, less accumulated accretion of $7,393 and $6,636 at March 31, 2013 and December 31, 2012, respectively | 19,510 | 20,325 | ||||
Tenants’ security and escrow deposits and prepaid rent | 14,618 | 18,146 | ||||
Total liabilities | 2,085,691 | 2,107,547 | ||||
Commitments and contingencies (note 11) | ||||||
Equity: | ||||||
Stockholders’ equity: | ||||||
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, with liquidation preferences of $25 per share | 325,000 | 325,000 | ||||
Common stock $0.01 par value per share,150,000,000 shares authorized; 91,397,030 and 90,394,486 shares issued at March 31, 2013 and December 31, 2012, respectively | 914 | 904 | ||||
Treasury stock at cost, 333,446 and 335,347 shares held at March 31, 2013 and December 31, 2012, respectively | (15,912 | ) | (14,924 | ) | ||
Additional paid in capital | 2,365,607 | 2,312,310 | ||||
Accumulated other comprehensive loss | (51,983 | ) | (57,715 | ) | ||
Distributions in excess of net income | (860,832 | ) | (834,810 | ) | ||
Total stockholders’ equity | 1,762,794 | 1,730,765 | ||||
Noncontrolling interests: | ||||||
Exchangeable operating partnership units, aggregate redemption value of $9,374 and $8,348 at March 31, 2013 and December 31, 2012, respectively | (1,193 | ) | (1,153 | ) | ||
Limited partners’ interests in consolidated partnerships | 14,095 | 16,299 | ||||
Total noncontrolling interests | 12,902 | 15,146 | ||||
Total equity | 1,775,696 | 1,745,911 | ||||
Total liabilities and equity | $ | 3,861,387 | 3,853,458 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Revenues: | ||||||
Minimum rent | $ | 90,726 | 91,395 | |||
Percentage rent | 1,548 | 1,160 | ||||
Recoveries from tenants and other income | 27,053 | 26,538 | ||||
Management, transaction, and other fees | 6,761 | 7,150 | ||||
Total revenues | 126,088 | 126,243 | ||||
Operating expenses: | ||||||
Depreciation and amortization | 32,764 | 32,480 | ||||
Operating and maintenance | 17,909 | 18,484 | ||||
General and administrative | 17,975 | 16,122 | ||||
Real estate taxes | 13,898 | 15,145 | ||||
Other expenses | 1,523 | 1,358 | ||||
Total operating expenses | 84,069 | 83,589 | ||||
Other expense (income): | ||||||
Interest expense, net of interest income of $459 and $535 in 2013 and 2012, respectively | 27,832 | 28,958 | ||||
Net investment income from deferred compensation plan, including unrealized gains of $831 and $1,224 in 2013 and 2012, respectively | (1,071 | ) | (1,528 | ) | ||
Total other expense | 26,761 | 27,430 | ||||
Income before equity in income of investments in real estate partnerships | 15,258 | 15,224 | ||||
Equity in income of investments in real estate partnerships | 5,876 | 2,966 | ||||
Income from continuing operations before tax | 21,134 | 18,190 | ||||
Income tax expense of taxable REIT subsidiary | — | 231 | ||||
Income from continuing operations | 21,134 | 17,959 | ||||
Discontinued operations, net: | ||||||
Operating income | — | 641 | ||||
Gain on sale of operating properties, net | — | 6,301 | ||||
Income from discontinued operations | — | 6,942 | ||||
Income before gain on sale of real estate | 21,134 | 24,901 | ||||
Gain on sale of real estate | — | 1,834 | ||||
Net income | 21,134 | 26,735 | ||||
Noncontrolling interests: | ||||||
Preferred units | — | 629 | ||||
Exchangeable operating partnership units | (39 | ) | (54 | ) | ||
Limited partners’ interests in consolidated partnerships | (275 | ) | (192 | ) | ||
(Income) loss attributable to noncontrolling interests | (314 | ) | 383 | |||
Net income attributable to the Company | 20,820 | 27,118 | ||||
Preferred stock dividends | (5,266 | ) | (13,937 | ) | ||
Net income attributable to common stockholders | $ | 15,554 | 13,181 | |||
Income per common share - basic: | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common stockholders | $ | 0.17 | 0.14 | |||
Income per common share - diluted: | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common stockholders | $ | 0.17 | 0.14 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Net income | $ | 21,134 | 26,735 | |||
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 | 3,372 | (34 | ) | |||
Less: reclassification adjustment for change in fair value of derivative instruments included in net income | 8 | 3 | ||||
Other comprehensive income | 5,747 | 2,336 | ||||
Comprehensive income | 26,881 | 29,071 | ||||
Less: comprehensive income (loss) attributable to noncontrolling interests: | ||||||
Net income (loss) attributable to noncontrolling interests | 314 | (383 | ) | |||
Other comprehensive income (loss) attributable to noncontrolling interests | 15 | (10 | ) | |||
Comprehensive income (loss) attributable to noncontrolling interests | 329 | (393 | ) | |||
Comprehensive income attributable to the Company | $ | 26,552 | 29,464 |
REGENCY CENTERS CORPORATION Consolidated Statements of Equity For the three months ended March 31, 2013 and 2012 (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, 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 | |||||||||||||||||||||||
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 | |||||||||||||||||||
REGENCY CENTERS CORPORATION Consolidated Statements of Equity For the three months ended March 31, 2013 and 2012 (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, 2012 | $ | 325,000 | 904 | (14,924 | ) | 2,312,310 | (57,715 | ) | (834,810 | ) | 1,730,765 | — | (1,153 | ) | 16,299 | 15,146 | 1,745,911 | |||||||||||||||||||
Net income | — | — | — | — | — | 20,820 | 20,820 | — | 39 | 275 | 314 | 21,134 | ||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | 5,732 | — | 5,732 | — | 11 | 4 | 15 | 5,747 | ||||||||||||||||||||||||
Deferred compensation plan, net | — | — | (988 | ) | 988 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
Amortization of restricted stock issued | — | — | — | 3,355 | — | — | 3,355 | — | — | — | — | 3,355 | ||||||||||||||||||||||||
Common stock redeemed for taxes withheld for stock based compensation, net | — | — | — | (2,932 | ) | — | — | (2,932 | ) | — | — | — | — | (2,932 | ) | |||||||||||||||||||||
Common stock issued for dividend reinvestment plan | — | — | — | 288 | — | — | 288 | — | — | — | — | 288 | ||||||||||||||||||||||||
Common stock issued for stock offerings, net of issuance costs | — | 10 | — | 51,598 | — | — | 51,608 | — | — | — | — | 51,608 | ||||||||||||||||||||||||
Distributions to partners | — | — | — | — | — | — | — | — | — | (2,483 | ) | (2,483 | ) | (2,483 | ) | |||||||||||||||||||||
Cash dividends declared: | ||||||||||||||||||||||||||||||||||||
Preferred stock/unit | — | — | — | — | — | (5,266 | ) | (5,266 | ) | — | — | — | — | (5,266 | ) | |||||||||||||||||||||
Common stock/unit ($.4625 per share) | — | — | — | — | — | (41,576 | ) | (41,576 | ) | — | (90 | ) | — | (90 | ) | (41,666 | ) | |||||||||||||||||||
Balance at March 31, 2013 | $ | 325,000 | 914 | (15,912 | ) | 2,365,607 | (51,983 | ) | (860,832 | ) | 1,762,794 | — | (1,193 | ) | 14,095 | 12,902 | 1,775,696 |
2013 | 2012 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 21,134 | 26,735 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 32,764 | 32,929 | ||||
Amortization of deferred loan cost and debt premium | 3,087 | 3,265 | ||||
Accretion of above and below market lease intangibles, net | (510 | ) | (220 | ) | ||
Stock-based compensation, net of capitalization | 3,024 | 2,447 | ||||
Equity in income of investments in real estate partnerships | (5,876 | ) | (2,966 | ) | ||
Net gain on sale of properties | — | (8,135 | ) | |||
Distribution of earnings from operations of investments in real estate partnerships | 13,859 | 8,556 | ||||
Gain on derivative instruments | (5 | ) | (8 | ) | ||
Deferred compensation expense | 1,079 | 1,477 | ||||
Realized and unrealized gains on trading securities held in trust | (1,079 | ) | (1,528 | ) | ||
Changes in assets and liabilities: | ||||||
Restricted cash | 382 | (356 | ) | |||
Accounts receivable | (1,180 | ) | (7,913 | ) | ||
Straight-line rent receivables, net | (1,413 | ) | (1,650 | ) | ||
Deferred leasing costs | (1,983 | ) | (2,467 | ) | ||
Other assets | (1,383 | ) | 2,164 | |||
Accounts payable and other liabilities | (19,026 | ) | (8,526 | ) | ||
Tenants’ security and escrow deposits and prepaid rent | (3,569 | ) | (598 | ) | ||
Net cash provided by operating activities | 39,305 | 43,206 | ||||
Cash flows from investing activities: | ||||||
Development of real estate including acquisition of land | (30,371 | ) | (32,352 | ) | ||
Proceeds from sale of real estate investments | 96 | 28,907 | ||||
Collection (issuance) of notes receivable | 4,024 | (684 | ) | |||
Investments in real estate partnerships | (4,060 | ) | (14,380 | ) | ||
Distributions received from investments in real estate partnerships | 7,187 | — | ||||
Dividends on trading securities held in trust | 33 | 29 | ||||
Acquisition of securities | (7,039 | ) | (8,392 | ) | ||
Proceeds from sale of trading securities | 2,019 | 8,193 | ||||
Net cash used in investing activities | (28,111 | ) | (18,679 | ) | ||
Cash flows from financing activities: | ||||||
Net proceeds from common stock issuance | 51,608 | — | ||||
Net proceeds from issuance of preferred stock | — | 241,450 | ||||
Redemption of preferred stock | — | (200,000 | ) | |||
Proceeds from sale of treasury stock | 34 | 339 | ||||
Acquisition of treasury stock | — | (4 | ) | |||
Redemption of preferred stock and partnership units | — | (48,125 | ) | |||
Distributions to limited partners in consolidated partnerships, net | (2,483 | ) | (249 | ) | ||
Distributions to exchangeable operating partnership unit holders | (90 | ) | (86 | ) | ||
Distributions to preferred unit holders | — | (404 | ) | |||
Dividends paid to common stockholders | (41,290 | ) | (41,035 | ) | ||
Repayment of fixed rate unsecured notes | — | (192,375 | ) | |||
Proceeds from unsecured credit facilities | 37,000 | 235,000 | ||||
Repayment of unsecured credit facilities | (62,000 | ) | (150,000 | ) | ||
Proceeds from notes payable | 8,250 | 150,000 | ||||
Scheduled principal payments | (2,059 | ) | (1,725 | ) | ||
Payment of loan costs | (111 | ) | (1,600 | ) | ||
Net cash used in financing activities | (11,141 | ) | (8,814 | ) | ||
Net increase in cash and cash equivalents | 53 | 15,713 | ||||
Cash and cash equivalents at beginning of the period | 22,349 | 11,402 | ||||
Cash and cash equivalents at end of the period | $ | 22,402 | 27,115 |
2013 | 2012 | |||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest (net of capitalized interest of $1,062 and $371 in 2013 and 2012, respectively) | $ | 19,017 | 25,854 | |||
Supplemental disclosure of non-cash transactions: | ||||||
Preferred unit and stock distribution declared and not paid | $ | 5,266 | 6,944 | |||
Real estate received through distribution in kind | $ | 7,700 | — | |||
Mortgage loans assumed through distribution in kind | $ | 7,500 | — | |||
Real estate acquired through elimination of note receivable | $ | — | 12,585 | |||
Change in fair value of derivative instruments | $ | 3,385 | (31 | ) | ||
Common stock issued for dividend reinvestment plan | $ | 288 | 256 | |||
Stock-based compensation capitalized | $ | 391 | 478 | |||
Contributions from limited partners in consolidated partnerships, net | $ | — | 42 | |||
Common stock issued for dividend reinvestment in trust | $ | 153 | 140 | |||
Contribution of stock awards into trust | $ | 1,068 | 381 | |||
Distribution of stock held in trust | $ | 201 | 1,191 |
2013 | 2012 | |||||
Assets | (unaudited) | |||||
Real estate investments at cost: | ||||||
Land | $ | 1,228,920 | 1,215,659 | |||
Buildings and improvements | 2,515,644 | 2,502,186 | ||||
Properties in development | 208,432 | 192,067 | ||||
3,952,996 | 3,909,912 | |||||
Less: accumulated depreciation | 808,699 | 782,749 | ||||
3,144,297 | 3,127,163 | |||||
Investments in real estate partnerships | 432,287 | 442,927 | ||||
Net real estate investments | 3,576,584 | 3,570,090 | ||||
Cash and cash equivalents | 22,402 | 22,349 | ||||
Restricted cash | 6,090 | 6,472 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,697 and $3,915 at March 31, 2013 and December 31, 2012, respectively | 24,589 | 26,601 | ||||
Straight-line rent receivable, net of reserve of $568 and $870 at March 31, 2013 and December 31, 2012, respectively | 51,403 | 49,990 | ||||
Notes receivable | 19,727 | 23,751 | ||||
Deferred costs, less accumulated amortization of $71,640 and $69,224 at March 31, 2013 and December 31, 2012, respectively | 68,206 | 69,506 | ||||
Acquired lease intangible assets, less accumulated amortization of $21,104 and $19,148 at March 31, 2013 and December 31, 2012, respectively | 40,391 | 42,459 | ||||
Trading securities held in trust, at fair value | 24,495 | 23,429 | ||||
Other assets | 27,500 | 18,811 | ||||
Total assets | $ | 3,861,387 | 3,853,458 | |||
Liabilities and Capital | ||||||
Liabilities: | ||||||
Notes payable | $ | 1,785,443 | 1,771,891 | |||
Unsecured credit facilities | 145,000 | 170,000 | ||||
Accounts payable and other liabilities | 121,120 | 127,185 | ||||
Acquired lease intangible liabilities, less accumulated accretion of $7,393 and $6,636 at March 31, 2013 and December 31, 2012, respectively | 19,510 | 20,325 | ||||
Tenants’ security and escrow deposits and prepaid rent | 14,618 | 18,146 | ||||
Total liabilities | 2,085,691 | 2,107,547 | ||||
Commitments and contingencies (note 11) | ||||||
Capital: | ||||||
Partners’ capital: | ||||||
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at March 31, 2013 and December 31, 2012, respectively, liquidation preference of $25 per unit | 325,000 | 325,000 | ||||
General partner; 91,397,030 and 90,394,486 units outstanding at March 31, 2013 and December 31, 2012, respectively | 1,489,777 | 1,463,480 | ||||
Limited partners; 177,164 units outstanding at March 31, 2013 and December 31, 2012 | (1,193 | ) | (1,153 | ) | ||
Accumulated other comprehensive loss | (51,983 | ) | (57,715 | ) | ||
Total partners’ capital | 1,761,601 | 1,729,612 | ||||
Noncontrolling interests: | ||||||
Limited partners’ interests in consolidated partnerships | 14,095 | 16,299 | ||||
Total noncontrolling interests | 14,095 | 16,299 | ||||
Total capital | 1,775,696 | 1,745,911 | ||||
Total liabilities and capital | $ | 3,861,387 | 3,853,458 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Revenues: | ||||||
Minimum rent | $ | 90,726 | 91,395 | |||
Percentage rent | 1,548 | 1,160 | ||||
Recoveries from tenants and other income | 27,053 | 26,538 | ||||
Management, transaction, and other fees | 6,761 | 7,150 | ||||
Total revenues | 126,088 | 126,243 | ||||
Operating expenses: | ||||||
Depreciation and amortization | 32,764 | 32,480 | ||||
Operating and maintenance | 17,909 | 18,484 | ||||
General and administrative | 17,975 | 16,122 | ||||
Real estate taxes | 13,898 | 15,145 | ||||
Other expenses | 1,523 | 1,358 | ||||
Total operating expenses | 84,069 | 83,589 | ||||
Other expense (income): | ||||||
Interest expense, net of interest income of $459 and $535 in 2013 and 2012, respectively | 27,832 | 28,958 | ||||
Net investment income from deferred compensation plan, including unrealized gains of $831 and $1,224 in 2013 and 2012, respectively | (1,071 | ) | (1,528 | ) | ||
Total other expense | 26,761 | 27,430 | ||||
Income before equity in income of investments in real estate partnerships | 15,258 | 15,224 | ||||
Equity in income of investments in real estate partnerships | 5,876 | 2,966 | ||||
Income from continuing operations before tax | 21,134 | 18,190 | ||||
Income tax expense of taxable REIT subsidiary | — | 231 | ||||
Income from continuing operations | 21,134 | 17,959 | ||||
Discontinued operations, net: | ||||||
Operating income | — | 641 | ||||
Gain on sale of operating properties, net | — | 6,301 | ||||
Income from discontinued operations | — | 6,942 | ||||
Income before gain on sale of real estate | 21,134 | 24,901 | ||||
Gain on sale of real estate | — | 1,834 | ||||
Net income | 21,134 | 26,735 | ||||
Noncontrolling interests: | ||||||
Limited partners’ interests in consolidated partnerships | (275 | ) | (192 | ) | ||
Income attributable to noncontrolling interests | (275 | ) | (192 | ) | ||
Net income attributable to the Partnership | 20,859 | 26,543 | ||||
Preferred unit distributions | (5,266 | ) | (13,308 | ) | ||
Net income attributable to common unit holders | $ | 15,593 | 13,235 | |||
Income per common unit - basic: | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common unit holders | $ | 0.17 | 0.14 | |||
Income per common unit - diluted: | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common unit holders | $ | 0.17 | 0.14 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Net income | $ | 21,134 | 26,735 | |||
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 | 3,372 | (34 | ) | |||
Less: reclassification adjustment for change in fair value of derivative instruments included in net income | 8 | 3 | ||||
Other comprehensive income | 5,747 | 2,336 | ||||
Comprehensive income | 26,881 | 29,071 | ||||
Less: comprehensive income (loss) attributable to noncontrolling interests: | ||||||
Net income attributable to noncontrolling interests | 275 | 192 | ||||
Other comprehensive loss attributable to noncontrolling interests | 4 | (15 | ) | |||
Comprehensive income attributable to noncontrolling interests | 279 | 177 | ||||
Comprehensive income attributable to the Partnership | $ | 26,602 | 28,894 |
REGENCY CENTERS, L.P. Consolidated Statements of Capital For the three months ended March 30, 2013 and 2012 (in thousands) (unaudited) | |||||||||||||||||||||
Preferred Units | General Partner Preferred and Common Units | Limited Partners | Accumulated Other Comprehensive Loss | Total Partners’ Capital | Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships | Total Capital | |||||||||||||||
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 | ||||||||||||
Balance at December 31, 2012 | — | 1,788,480 | (1,153 | ) | (57,715 | ) | 1,729,612 | 16,299 | 1,745,911 | ||||||||||||
Net income | — | 20,820 | 39 | — | 20,859 | 275 | 21,134 | ||||||||||||||
Other comprehensive income | — | — | 11 | 5,732 | 5,743 | 4 | 5,747 | ||||||||||||||
Distributions to partners | — | (41,576 | ) | (90 | ) | — | (41,666 | ) | (2,483 | ) | (44,149 | ) | |||||||||
Preferred unit distributions | — | (5,266 | ) | — | — | (5,266 | ) | — | (5,266 | ) | |||||||||||
Restricted units issued as a result of amortization of restricted stock issued by Parent Company | — | 3,355 | — | — | 3,355 | — | 3,355 | ||||||||||||||
Common units issued as a result of common stock issued by Parent Company, net of repurchases | — | 48,964 | — | — | 48,964 | — | 48,964 | ||||||||||||||
Balance at March 31, 2013 | $ | — | 1,814,777 | (1,193 | ) | (51,983 | ) | 1,761,601 | 14,095 | 1,775,696 |
2013 | 2012 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 21,134 | 26,735 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 32,764 | 32,929 | ||||
Amortization of deferred loan cost and debt premium | 3,087 | 3,265 | ||||
Accretion of above and below market lease intangibles, net | (510 | ) | (220 | ) | ||
Stock-based compensation, net of capitalization | 3,024 | 2,447 | ||||
Equity in income of investments in real estate partnerships | (5,876 | ) | (2,966 | ) | ||
Net gain on sale of properties | — | (8,135 | ) | |||
Distribution of earnings from operations of investments in real estate partnerships | 13,859 | 8,556 | ||||
Gain on derivative instruments | (5 | ) | (8 | ) | ||
Deferred compensation expense | 1,079 | 1,477 | ||||
Realized and unrealized gains on trading securities held in trust | (1,079 | ) | (1,528 | ) | ||
Changes in assets and liabilities: | ||||||
Restricted cash | 382 | (356 | ) | |||
Accounts receivable | (1,180 | ) | (7,913 | ) | ||
Straight-line rent receivables, net | (1,413 | ) | (1,650 | ) | ||
Deferred leasing costs | (1,983 | ) | (2,467 | ) | ||
Other assets | (1,383 | ) | 2,164 | |||
Accounts payable and other liabilities | (19,026 | ) | (8,526 | ) | ||
Tenants’ security and escrow deposits and prepaid rent | (3,569 | ) | (598 | ) | ||
Net cash provided by operating activities | 39,305 | 43,206 | ||||
Cash flows from investing activities: | ||||||
Development of real estate including acquisition of land | (30,371 | ) | (32,352 | ) | ||
Proceeds from sale of real estate investments | 96 | 28,907 | ||||
Collection (issuance) of notes receivable | 4,024 | (684 | ) | |||
Investments in real estate partnerships | (4,060 | ) | (14,380 | ) | ||
Distributions received from investments in real estate partnerships | 7,187 | — | ||||
Dividends on trading securities held in trust | 33 | 29 | ||||
Acquisition of securities | (7,039 | ) | (8,392 | ) | ||
Proceeds from sale of securities | 2,019 | 8,193 | ||||
Net cash used in investing activities | (28,111 | ) | (18,679 | ) | ||
Cash flows from financing activities: | ||||||
Net proceeds from common units issued as a result of common stock issued by Parent Company | 51,608 | — | ||||
Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company | — | 241,450 | ||||
Proceeds from sale of treasury stock | 34 | 339 | ||||
Acquisition of treasury stock | — | (4 | ) | |||
Redemption of preferred partnership units | — | (248,125 | ) | |||
Distributions to limited partners in consolidated partnerships, net | (2,483 | ) | (249 | ) | ||
Distributions to partners | (41,380 | ) | (41,121 | ) | ||
Distributions to preferred unit holders | — | (404 | ) | |||
Repayment of fixed rate unsecured notes | — | (192,375 | ) | |||
Proceeds from unsecured credit facilities | 37,000 | 235,000 | ||||
Repayment of unsecured credit facilities | (62,000 | ) | (150,000 | ) | ||
Proceeds from notes payable | 8,250 | 150,000 | ||||
Scheduled principal payments | (2,059 | ) | (1,725 | ) | ||
Payment of loan costs | (111 | ) | (1,600 | ) | ||
Net cash used in financing activities | (11,141 | ) | (8,814 | ) | ||
Net increase in cash and cash equivalents | 53 | 15,713 | ||||
Cash and cash equivalents at beginning of the period | 22,349 | 11,402 | ||||
Cash and cash equivalents at end of the period | $ | 22,402 | 27,115 |
2013 | 2012 | |||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest (net of capitalized interest of $1,062 and $371 in 2013 and 2012, respectively) | $ | 19,017 | 25,854 | |||
Supplemental disclosure of non-cash transactions: | ||||||
Preferred unit and stock distribution declared and not paid | $ | 5,266 | 6,944 | |||
Real estate received through distribution in kind | $ | 7,700 | — | |||
Mortgage loans assumed through distribution in kind | $ | 7,500 | — | |||
Real estate acquired through elimination of note receivable | $ | — | 12,585 | |||
Change in fair value of derivative instruments | $ | 3,385 | (31 | ) | ||
Common stock issued by Parent Company for dividend reinvestment plan | $ | 288 | 256 | |||
Stock-based compensation capitalized | $ | 391 | 478 | |||
Contributions from limited partners in consolidated partnerships, net | $ | — | 42 | |||
Common stock issued for dividend reinvestment in trust | $ | 153 | 140 | |||
Contribution of stock awards into trust | $ | 1,068 | 381 | |||
Distribution of stock held in trust | $ | 201 | 1,191 |
1. | Organization and Principles of Consolidation |
2. | Real Estate Investments |
2012 | |||
Net proceeds | $ | 21,600 | |
Gain on sale of properties | $ | 6,301 | |
Number of properties sold | 2 | ||
Percent interest sold | 100% |
2012 | |||
Revenues | $ | 1,462 | |
Operating expenses | 883 | ||
Income tax benefit (1) | (62 | ) | |
Operating income from discontinued operations | $ | 641 |
2012 | |||
Income tax expense (benefit) from: | |||
Continuing operations | $ | 231 | |
Discontinued operations | (62 | ) | |
Total income tax expense | $ | 169 |
2013 | 2012 | |||||
Notes payable: | ||||||
Fixed rate mortgage loans | $ | 475,443 | 461,914 | |||
Variable rate mortgage loans | 11,960 | 12,041 | ||||
Fixed rate unsecured loans | 1,298,040 | 1,297,936 | ||||
Total notes payable | 1,785,443 | 1,771,891 | ||||
Unsecured credit facilities | 145,000 | 170,000 | ||||
Total | $ | 1,930,443 | 1,941,891 |
Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities (1) | Total | ||||||||
2013 | $ | 5,791 | 16,317 | — | 22,108 | |||||||
2014 | 7,383 | 26,912 | 150,000 | 184,295 | ||||||||
2015 | 5,747 | 62,435 | 350,000 | 418,182 | ||||||||
2016 | 5,487 | 21,661 | 145,000 | 172,148 | ||||||||
2017 | 4,584 | 84,484 | 400,000 | 489,068 | ||||||||
Beyond 5 Years | 20,021 | 220,993 | 400,000 | 641,014 | ||||||||
Unamortized debt (discounts) premiums, net | — | 5,588 | (1,960 | ) | 3,628 | |||||||
Total | $ | 49,013 | 438,390 | 1,443,040 | 1,930,443 |
Fair Value | ||||||||||||||||||||
Effective Date | Maturity Date | Early Termination Date (1) | Counterparty | Notional Amount | Bank Pays Variable Rate of | Regency Pays Fixed Rate of | 2013 | 2012 | ||||||||||||
Assets: | ||||||||||||||||||||
4/15/14 | 4/15/24 | 10/15/14 | JPMorgan Chase Bank, N.A. | $ | 75,000 | 3 Month LIBOR | 2.087% | $ | 1,732 | 1,022 | ||||||||||
4/15/14 | 4/15/24 | 10/15/14 | Bank of America, N.A. | 50,000 | 3 Month LIBOR | 2.088% | 1,147 | 672 | ||||||||||||
8/1/15 | 8/1/25 | 2/1/16 | US Bank National Association | 75,000 | 3 Month LIBOR | 2.479% | 2,081 | 1,131 | ||||||||||||
8/1/15 | 8/1/25 | 2/1/16 | Royal Bank of Canada | 50,000 | 3 Month LIBOR | 2.479% | 1,344 | 729 | ||||||||||||
8/1/15 | 8/1/25 | 2/1/16 | PNC Bank, N.A. | 50,000 | 3 Month LIBOR | 2.479% | 1,375 | 753 | ||||||||||||
Other Assets | $ | 7,679 | 4,307 | |||||||||||||||||
Liabilities: | ||||||||||||||||||||
10/1/11 | 9/1/14 | N/A | PNC Bank, N.A. | $ | 9,000 | 1 Month LIBOR | 0.760% | $ | (64 | ) | (76 | ) | ||||||||
Accounts payable and other liabilities | $ | (64 | ) | (76 | ) |
Derivatives in FASB ASC Topic 815 Cash Flow Hedging Relationships: | Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||||||||
March 31, | March 31, | March 31, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Interest rate swaps | $ | 3,372 | 34 | Interest expense | $ | (2,367 | ) | (2,364 | ) | Other expenses | $ | — | (3 | ) |
Fair Value Measurements as of March 31, 2013 | ||||||||||||
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 | $ | 24,495 | 24,495 | — | — | |||||||
Interest rate derivatives | 7,679 | — | 7,685 | (6 | ) | |||||||
Total | $ | 32,174 | 24,495 | 7,685 | (6 | ) | ||||||
Liabilities | ||||||||||||
Interest rate derivatives | $ | (64 | ) | — | (65 | ) | 1 |
Fair Value Measurements as of December 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 | $ | 23,429 | 23,429 | — | — | |||||||
Interest rate derivatives | 4,307 | — | 4,412 | (105 | ) | |||||||
Total | $ | 27,736 | 23,429 | 4,412 | (105 | ) | ||||||
Liabilities | ||||||||||||
Interest rate derivatives | $ | (76 | ) | — | (77 | ) | 1 |
Fair Value Measurements as of December 31, 2012 | |||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Gains (Losses) (1) | ||||||||||||
Assets | Balance | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Long-lived assets held and used | |||||||||||||||
Operating and development properties | $ | 49,673 | — | — | 49,673 | (54,500 | ) |
2012 | ||||||
Low | High | |||||
Overall cap rates | 8.3 | % | 8.5 | % | ||
Rental growth rates | (8.3 | )% | 2.5 | % | ||
Discount rates | 10.5 | % | 10.5 | % | ||
Terminal cap rates | 8.8 | % | 8.8 | % |
Loss on Settlement of Derivative Instruments | Fair Value of Derivative Instruments | Accumulated Other Comprehensive Income (Loss) | |||||||
Beginning balance at December 31, 2012 | $ | (61,991 | ) | 4,276 | (57,715 | ) | |||
Net gain on cash flow derivative instruments | — | 3,366 | 3,366 | ||||||
Amounts reclassified from other comprehensive income | 2,362 | 4 | 2,366 | ||||||
Current period other comprehensive income, net | 2,362 | 3,370 | 5,732 | ||||||
Ending balance at March 31, 2013 | $ | (59,629 | ) | 7,646 | (51,983 | ) |
Details about Accumulated Other Comprehensive Loss Components | Amount Reclassified from Accumulated Other Comprehensive Loss | Affected Line Item in the Statement of Operations | ||||||
2013 | 2012 | |||||||
Gains / (Losses) on cash flow hedges | ||||||||
Interest rate derivative contracts | $ | 2,367 | 2,364 | Interest expense |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Numerator: | ||||||
Continuing Operations | ||||||
Income from continuing operations | $ | 21,134 | 17,959 | |||
Gain on sale of real estate | — | 1,834 | ||||
Less: income (loss) attributable to noncontrolling interests | 314 | (383 | ) | |||
Income from continuing operations attributable to the Company | 20,820 | 20,176 | ||||
Less: preferred stock dividends | 5,266 | 13,937 | ||||
Less: dividends paid on unvested restricted stock | 216 | 231 | ||||
Income from continuing operations attributable to common stockholders - basic | 15,338 | 6,008 | ||||
Add: dividends paid on Treasury Method restricted stock | 28 | 14 | ||||
Income from continuing operations attributable to common stockholders - diluted | 15,366 | 6,022 | ||||
Discontinued Operations | ||||||
Income from discontinued operations | — | 6,942 | ||||
Less: income from discontinued operations attributable to noncontrolling interests | — | 14 | ||||
Income from discontinued operations attributable to the Company | — | 6,928 | ||||
Net Income | ||||||
Net income attributable to common stockholders - basic | 15,338 | 12,936 | ||||
Net income attributable to common stockholders - diluted | $ | 15,366 | 12,950 | |||
Denominator: | ||||||
Weighted average common shares outstanding for basic EPS | 90,112 | 89,497 | ||||
Incremental shares to be issued under unvested restricted stock | 61 | 30 | ||||
Weighted average common shares outstanding for diluted EPS | 90,173 | 89,527 | ||||
Income per common share – basic | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common stockholders | $ | 0.17 | 0.14 | |||
Income per common share – diluted | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common stockholders | $ | 0.17 | 0.14 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Numerator: | ||||||
Continuing Operations | ||||||
Income from continuing operations | $ | 21,134 | 17,959 | |||
Gain on sale of real estate | — | 1,834 | ||||
Less: income attributable to noncontrolling interests | 275 | 192 | ||||
Income from continuing operations attributable to the Partnership | 20,859 | 19,601 | ||||
Less: preferred unit distributions | 5,266 | 13,308 | ||||
Less: dividends paid on unvested restricted units | 216 | 231 | ||||
Income from continuing operations attributable to common unit holders - basic | 15,377 | 6,062 | ||||
Add: dividends paid on Treasury Method restricted units | 28 | 14 | ||||
Income from continuing operations attributable to common unit holders - diluted | 15,405 | 6,076 | ||||
Discontinued Operations | ||||||
Income from discontinued operations | — | 6,942 | ||||
Less: income from discontinued operations attributable to noncontrolling interests | — | 14 | ||||
Income from discontinued operations attributable to the Partnership | — | 6,928 | ||||
Net Income | ||||||
Net income attributable to common unit holders - basic | 15,377 | 12,990 | ||||
Net income attributable common unit holders - diluted | $ | 15,405 | 13,004 | |||
Denominator: | ||||||
Weighted average common units outstanding for basic EPU | 90,289 | 89,674 | ||||
Incremental units to be issued under unvested restricted stock | 61 | 30 | ||||
Weighted average common units outstanding for diluted EPU | 90,350 | 89,704 | ||||
Income per common unit – basic | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common unit holders | $ | 0.17 | 0.14 | |||
Income per common unit – diluted | ||||||
Continuing operations | $ | 0.17 | 0.07 | |||
Discontinued operations | — | 0.07 | ||||
Net income attributable to common unit holders | $ | 0.17 | 0.14 |
March 31, 2013 | December 31, 2012 | |||||
Number of Properties | 205 | 204 | ||||
Properties in Development | 4 | 4 | ||||
Gross Leasable Area | 22,630 | 22,532 | ||||
% Leased – Operating and Development | 93.9 | % | 94.1 | % | ||
% Leased – Operating | 94.2 | % | 94.4 | % | ||
Weighted average annual effective rent per square foot (1) | $ | 16.98 | 16.95 | |||
(1) Net of tenant concessions. |
March 31, 2013 | December 31, 2012 | |||||
Number of Properties | 140 | 144 | ||||
Gross Leasable Area | 17,373 | 17,762 | ||||
% Leased – Operating | 95.1 | % | 95.2 | % | ||
Weighted average effective annual rent per square foot (1) | $ | 16.87 | 17.03 | |||
(1) Net of tenant concessions. |
Leasing Transactions | GLA (in thousands) | Base Rent / SF | Tenant Improvements / SF | Leasing Commissions / SF | |
New leases | 100 | 194 | $23.57 | $6.70 | $9.55 |
Renewals | 228 | 505 | $24.21 | $0.35 | $2.56 |
Total | 328 | 699 | $24.03 | $2.11 | $4.50 |
Grocery Anchor | Number of Stores (1) | Percentage of Company- owned GLA (2) | Percentage of Annualized Base Rent (2) | |||
Kroger | 48 | 7.5% | 4.4% | |||
Publix | 52 | 6.8% | 4.2% | |||
Safeway | 52 | 5.6% | 3.2% | |||
(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. |
2013 | 2012 | Change | |||||||
Net cash provided by operating activities | $ | 39,305 | 43,206 | (3,901 | ) | ||||
Net cash used in investing activities | (28,111 | ) | (18,679 | ) | (9,432 | ) | |||
Net cash used in financing activities | (11,141 | ) | (8,814 | ) | (2,327 | ) | |||
Net increase in cash and cash equivalents | $ | 53 | 15,713 | (15,660 | ) |
• | Receiving proceeds of $4.0 million from the collection of notes receivable, which matured during the quarter; |
• | Receiving distributions of $6.9 million from a co-investment partnership for our pro-rata share of loan proceeds: |
2013 | 2012 | Change | |||||||
Capital expenditures: | |||||||||
Acquisition of land for development / redevelopment | $ | — | 13,697 | (13,697 | ) | ||||
Building improvements and other | 5,812 | 3,586 | 2,226 | ||||||
Tenant allowances | 1,373 | 2,795 | (1,422 | ) | |||||
Redevelopment costs | 588 | 3,360 | (2,772 | ) | |||||
Development costs | 20,626 | 5,946 | 14,680 | ||||||
Capitalized interest | 1,062 | 371 | 691 | ||||||
Capitalized direct compensation | 910 | 2,597 | (1,687 | ) | |||||
Real estate development and capital improvements | $ | 30,371 | 32,352 | (1,981 | ) |
• | During the three months ended March 31, 2012, we acquired one land parcel for $13.7 million, compared to no land parcels acquired during the three months ended March 31, 2013. |
• | The increase in building improvements and other capital expenditures is due to normal ongoing capitalizable improvements to our existing centers. |
• | The decrease in redevelopment costs is primarily due to the timing of our redevelopment projects. Although we had no redevelopment projects start during the three months ended March 31, 2013 or 2012, redevelopment costs were higher in the three months ended March 31, 2012, primarily due to two redevelopments that started towards the end of 2011 and progressed in the first quarter of 2012. |
• | Development costs increased $14.7 million for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012. Although we did not have any development projects start in the first quarter of 2013 and had two development projects start in the first quarter of 2012, we incurred substantial development costs on two projects under construction during the three months ended March 31, 2013. East Washington Place and Grand Ridge Plaza are progressing and are projected to have estimated net development costs of $147.6 million upon completion. |
Property Name | Start Date | Estimated /Actual Anchor Opening | Estimated Net Development Costs After Partner Participation (1) | Estimated Net Costs to Complete (1) | Company Owned GLA | Cost per square foot of GLA (1) | ||||||||
East Washington Place | Q4-11 | Aug-13 | $ | 59,312 | $ | 26,704 | 203 | $ | 292 | |||||
Southpark at Cinco Ranch | Q1-12 | Oct-12 | 31,528 | 7,128 | 243 | 130 | ||||||||
Grand Ridge Plaza | Q2-12 | Jun-13 | 88,330 | 52,895 | 326 | 271 | ||||||||
Shops at Erwin Mill | Q2-12 | Dec-13 | 14,384 | 4,705 | 90 | 160 | ||||||||
Total | $ | 193,554 | $ | 91,432 | 862 | $ | 225 | (2) | ||||||
(1) Amount represents costs, including leasing costs, net of tenant reimbursements. | ||||||||||||||
(2) Amount represents a weighted average. |
• | The Parent Company issued 995,728 shares of common stock through our ATM program resulting in net proceeds of $51.6 million; |
• | We repaid $25.0 million, net, on our Line; and |
• | We received proceeds of $8.3 million from the issuance of fixed rate, mortgage loan. |
2013 | 2012 | |||||
Number of Co-investment Partnerships | 18 | 19 | ||||
Regency’s Ownership | 20%-50% | 20%-50% | ||||
Number of Properties | 140 | 144 | ||||
Combined Assets (1) | $ | 3,345,570 | 3,434,954 | |||
Combined Liabilities (1) | $ | 1,884,554 | 1,933,488 | |||
Combined Equity (3) | $ | 1,461,016 | 1,501,466 | |||
Regency’s Share of (1)(2)(3): | ||||||
Assets | $ | 1,129,348 | 1,154,387 | |||
Liabilities | $ | 625,800 | 635,882 | |||
(1) Excludes the assets and liabilities of BRET as the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment. | ||||||
(2) 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. | ||||||
(3) 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. |
Regency's Ownership | 2013 | 2012 | |||||
GRI - Regency, LLC (GRIR) | 40.00% | $ | 261,587 | 272,044 | |||
Macquarie CountryWide-Regency III, LLC (MCWR III) (1) | 24.95% | — | 29 | ||||
Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 16,796 | 17,200 | ||||
Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 10,436 | 8,660 | ||||
Cameron Village, LLC (Cameron) | 30.00% | 16,435 | 16,708 | ||||
RegCal, LLC (RegCal) | 25.00% | 15,233 | 15,602 | ||||
Regency Retail Partners, LP (the Fund) (2) | 20.00% | 14,914 | 15,248 | ||||
US Regency Retail I, LLC (USAA) | 20.01% | 1,965 | 2,173 | ||||
BRE Throne Holdings, LLC (BRET) | 47.80% | 48,730 | 48,757 | ||||
Other investments in real estate partnerships | 50.00% | 46,191 | 46,506 | ||||
Total (3) | $ | 432,287 | 442,927 | ||||
(1) On March 20, 2013, the Company entered into a liquidation agreement with Macquarie Countrywide (US) No. 2, LLC ("CQR") to redeem its 24.95% interest through dissolution of the Macquarie CountryWide-Regency III, LLC ("MCWR III") co-investment partnership through a distribution-in-kind ("DIK"). The assets of the partnership were distributed as 100% ownership interests to CQR and Regency after a selection process, as provided for by the agreement. Regency selected one asset, Hilltop Village, which was recorded at the carrying value of the Company's equity investment in MCWR III on the date of dissolution of approximately $100.0 thousand, net of liabilities assumed. | |||||||
(2) On April 11, 2013, we announced that, together with our partners, we have elected to sell all of the assets (the “Portfolio”) owned in Regency Retail Partners, LP (the “Fund”). The Portfolio is under contract and once the transaction closes, the Fund will be dissolved. The disposition is expected to occur by the end of the third quarter of 2013. | |||||||
(3) 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. |
Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments (1) | Mortgage Loan Maturities (1) | Unsecured Maturities (1) | Total (1) | Regency’s Pro-Rata Share (1) | ||||||||||
2013 | $ | 14,738 | 13,678 | — | 28,416 | 10,132 | |||||||||
2014 | 21,289 | 53,015 | 11,160 | 85,464 | 25,154 | ||||||||||
2015 | 21,895 | 130,796 | — | 152,691 | 49,619 | ||||||||||
2016 | 19,139 | 366,757 | — | 385,896 | 126,017 | ||||||||||
2017 | 18,437 | 164,179 | — | 182,616 | 42,543 | ||||||||||
Beyond 5 Years | 80,265 | 857,454 | — | 937,719 | 336,071 | ||||||||||
Unamortized debt premiums, net | — | 1,229 | — | 1,229 | (163 | ) | |||||||||
Total | $ | 175,763 | 1,587,108 | 11,160 | 1,774,031 | 589,373 | |||||||||
(1) Excludes BRET. |
2013 | 2012 | Change | |||||||
Minimum rent | $ | 90,726 | 91,395 | (669 | ) | ||||
Percentage rent | 1,548 | 1,160 | 388 | ||||||
Recoveries from tenants and other income | 27,053 | 26,538 | 515 | ||||||
Management, transaction, and other fees | 6,761 | 7,150 | (389 | ) | |||||
Total revenues | $ | 126,088 | 126,243 | (155 | ) |
2013 | 2012 | Change | |||||||
Average occupancy (1) | 94.0 | % | 91.4 | % | 2.6 | % | |||
Average gross leasable area (1) | 22,631 | 23,547 | (916 | ) | |||||
Average base rent per square foot (1) | $ | 17.12 | 16.70 | 0.42 |
• | $7.8 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by |
• | $4.1 million increase due to the acquisition of six operating properties and operations beginning at three development properties since March 31, 2012, and |
• | $3.0 million increase due to increases in average occupancy and average base rent per square foot. |
2013 | 2012 | Change | |||||||
Asset management fees | $ | 1,638 | 1,636 | 2 | |||||
Property management fees | 3,617 | 3,543 | 74 | ||||||
Leasing commissions and other fees | 1,506 | 1,971 | (465 | ) | |||||
$ | 6,761 | 7,150 | (389 | ) |
2013 | 2012 | Change | |||||||
Depreciation and amortization | $ | 32,764 | 32,480 | 284 | |||||
Operating and maintenance | 17,909 | 18,484 | (575 | ) | |||||
General and administrative | 17,975 | 16,122 | 1,853 | ||||||
Real estate taxes | 13,898 | 15,145 | (1,247 | ) | |||||
Other expenses | 1,523 | 1,358 | 165 | ||||||
Total operating expenses | $ | 84,069 | 83,589 | 480 |
2013 | 2012 | Change | |||||||
Interest expense, net | $ | 27,832 | 28,958 | (1,126 | ) | ||||
Net investment income from deferred compensation plan | (1,071 | ) | (1,528 | ) | 457 | ||||
$ | 26,761 | 27,430 | (669 | ) |
2013 | 2012 | Change | |||||||
Interest on notes payable | $ | 25,818 | 26,333 | (515 | ) | ||||
Interest on unsecured credit facilities | 1,160 | 1,161 | (1 | ) | |||||
Capitalized interest | (1,062 | ) | (371 | ) | (691 | ) | |||
Hedge interest | 2,375 | 2,370 | 5 | ||||||
Interest income | (459 | ) | (535 | ) | 76 | ||||
$ | 27,832 | 28,958 | (1,126 | ) |
Ownership | 2013 | 2012 | Change | ||||||||
GRI - Regency, LLC (GRIR) | 40.00 | % | $ | 2,972 | 1,622 | 1,350 | |||||
Macquarie CountryWide-Regency III, LLC (MCWR III) (1) | — | % | 44 | (24 | ) | 68 | |||||
Columbia Regency Retail Partners, LLC (Columbia I) | 20.00 | % | 251 | 387 | (136 | ) | |||||
Columbia Regency Partners II, LLC (Columbia II) | 20.00 | % | 137 | 42 | 95 | ||||||
Cameron Village, LLC (Cameron) | 30.00 | % | 199 | 207 | (8 | ) | |||||
RegCal, LLC (RegCal) | 25.00 | % | 115 | 90 | 25 | ||||||
Regency Retail Partners, LP (the Fund) | 20.00 | % | 63 | 136 | (73 | ) | |||||
US Regency Retail I, LLC (USAA) | 20.01 | % | 107 | 36 | 71 | ||||||
BRE Throne Holdings, LLC (BRET) | 47.80 | % | 1,230 | — | 1,230 | ||||||
Other investments in real estate partnerships | 50.00 | % | 758 | 470 | 288 | ||||||
Total | $ | 5,876 | 2,966 | 2,910 | |||||||
(1) At March 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was complete effective March 20, 2013. |
2013 | 2012 | Change | |||||||
Income from continuing operations before tax | $ | 21,134 | 18,190 | 2,944 | |||||
Income tax expense of taxable REIT subsidiary | — | 231 | (231 | ) | |||||
Income from discontinued operations | — | 6,942 | (6,942 | ) | |||||
Gain on sale of real estate | — | 1,834 | (1,834 | ) | |||||
(Income) loss attributable to noncontrolling interests | (314 | ) | 383 | (697 | ) | ||||
Preferred stock dividends | (5,266 | ) | (13,937 | ) | 8,671 | ||||
Net income attributable to common stockholders | $ | 15,554 | 13,181 | 2,373 | |||||
Net income attributable to exchangeable operating partnership units | 39 | 54 | (15 | ) | |||||
Net income attributable to common unit holders | $ | 15,593 | 13,235 | 2,358 |
| Same Property NOI includes only the net operating income of comparable operating properties that were owned and operated for the entirety of both periods being compared and excludes all Properties in Development and Non-Same Properties. A Non-Same Property is a property acquired during either period being compared or a development completion that is less than 90% funded or features less than two years of anchor operations. In no event can a development completion be termed a non-same property for more than two years. As such, Same Property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of our properties. |
| NOI is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by the Company, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented. |
| FFO is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP and therefore, should not be considered an alternative for cash flow as a measure of liquidity. |
| Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non-comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to, transaction profits, income or expense, gains or losses from the early extinguishment of debt and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below. |
Three months ended March 31, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Same Property | Other (1) | Total | Same Property | Other (1) | Total | |||||||||||||
Income from continuing operations before tax | $ | 50,320 | (29,186 | ) | 21,134 | 45,724 | (27,534 | ) | 18,190 | |||||||||
Less: | ||||||||||||||||||
Management, transaction, and other fees | — | 6,761 | 6,761 | — | 7,150 | 7,150 | ||||||||||||
Other (2) | 1,192 | 1,051 | 2,243 | 1,631 | (4 | ) | 1,627 | |||||||||||
Plus: | ||||||||||||||||||
Depreciation and amortization | 28,405 | 4,359 | 32,764 | 27,257 | 5,223 | 32,480 | ||||||||||||
General and administrative | — | 17,975 | 17,975 | — | 16,122 | 16,122 | ||||||||||||
Other operating expense, excluding provision for doubtful accounts | 56 | 912 | 968 | 44 | 859 | 903 | ||||||||||||
Other expense | 7,341 | 19,420 | 26,761 | 8,577 | 18,853 | 27,430 | ||||||||||||
Equity in income (loss) of investments in real estate excluded from NOI (3) | 17,765 | (237 | ) | 17,528 | 17,979 | 1,696 | 19,675 | |||||||||||
NOI from properties sold | — | (6 | ) | (6 | ) | — | 1,161 | 1,161 | ||||||||||
NOI | $ | 102,695 | 5,425 | 108,120 | 97,950 | 9,234 | 107,184 |
Three months ended March 31, | ||||||
2013 | 2012 | |||||
Reconciliation of Net income to Funds from Operations | ||||||
Net income attributable to common stockholders | $ | 15,554 | 13,181 | |||
Adjustments to reconcile to Funds from Operations: | ||||||
Depreciation and amortization - consolidated real estate | 27,143 | 28,039 | ||||
Depreciation and amortization - unconsolidated partnerships | 10,618 | 11,100 | ||||
Consolidated JV partners' share of depreciation | (209 | ) | (181 | ) | ||
Amortization of leasing commissions and intangibles | 4,729 | 4,013 | ||||
Gain on sale of operating properties, net of tax (1) | — | (6,301 | ) | |||
Noncontrolling interest of exchangeable partnership units | 39 | 54 | ||||
Funds From Operations | $ | 57,874 | 49,905 | |||
Reconciliation of FFO to Core FFO | ||||||
Funds from operations | $ | 57,874 | 49,905 | |||
Adjustments to reconcile to Core Funds from Operations: | ||||||
Development and outparcel gain, net of dead deal costs and tax (1) | 441 | (1,329 | ) | |||
Provision for hedge ineffectiveness (1) | 7 | (5 | ) | |||
Original preferred stock issuance costs expensed | — | 7,835 | ||||
Gain on redemption of preferred units | — | (1,875 | ) | |||
One-time additional preferred dividend payment | — | 1,750 | ||||
Core Funds From Operations | $ | 58,322 | 56,281 | |||
(1) Includes Regency's pro-rata share of unconsolidated co-investment partnerships. |
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, 2013 | 1,419 | 47.12 | — | — | ||||
February 1 through February 29, 2013 | 58,154 | 50.30 | — | — | ||||
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. |
* | Furnished, not filed. |
May 9, 2013 | REGENCY CENTERS CORPORATION | |
By: | /s/ Lisa Palmer Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
By: | /s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) |
May 9, 2013 | REGENCY CENTERS, L.P. | |
By: | Regency Centers Corporation, General Partner | |
By: | /s/ Lisa Palmer Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
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/ Lisa Palmer |
Lisa Palmer |
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/ Lisa Palmer |
Lisa Palmer |
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/ Lisa Palmer |
Lisa Palmer |
Chief Financial Officer of Regency Centers Corporation, general partner of registrant |
Non-Qualified Deferred Compensation Plan (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Non Qualified Deferred Compensation Plan [Abstract] | ||
Deferred Compensation Liability, Current and Noncurrent | $ 23.9 | $ 22.8 |
Income Taxes - Continuing and Discontinuing Tax (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Income tax expense (benefit) from: | ||
Continuing operations | $ 231 | |
Discontinued operations | (62) | |
Total income tax expense | $ 0 | $ 169 |
Notes Payable and Unsecured Credit Facilities (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | The Company’s outstanding debt at March 31, 2013 and December 31, 2012 consists of the following (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | As of March 31, 2013, scheduled principal payments and maturities on notes payable were as follows (in thousands):
(1) Includes unsecured public debt and unsecured credit facilities balances outstanding as of March 31, 2013. |
Subsequent Events (Details) (Deer Springs Town Center [Member], Subsequent Event [Member], USD $)
In Millions, unless otherwise specified |
0 Months Ended |
---|---|
May 03, 2013
|
|
Deer Springs Town Center [Member] | Subsequent Event [Member]
|
|
Subsequent Event [Line Items] | |
Subsequent Event, Amount | $ 50.5 |
Gains (Losses) on Sales of Other Real Estate | $ 4.4 |
Equity and Capital Equity and Capital - Common Stock (Details) (USD $)
|
3 Months Ended | 0 Months Ended | 3 Months Ended | |
---|---|---|---|---|
Mar. 31, 2013
|
Aug. 10, 2012
Maximum
|
Apr. 03, 2013
Subsequent Event [Member]
|
Mar. 31, 2013
Restricted Stock [Member]
|
|
Class of Stock [Line Items] | ||||
Equity Issuances, Amount Available for Issuance | $ 75,600,000 | $ 150,000,000 | ||
Common Stock, Shares, Issued | 995,728 | 207,000 | ||
Weighted Average Price Per Share | $ 52.62 | $ 52.45 | ||
Net proceeds from common stock issuance | 51,600,000 | 10,700,000 | ||
Payments for Commission Expense | 786,600 | |||
Payments of Stock Issuance Costs | $ 3,500 | |||
Shares granted (in shares) | 230,000,000 | |||
Weighted average grant date fair value (in dollars per share) | $ 52.40 |