|
x
|
ANNUAL 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)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
|
New York Stock Exchange
|
6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value
|
|
New York Stock Exchange
|
6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value
|
|
New York Stock Exchange
|
|
|
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
None
|
|
N/A
|
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.
|
Name
|
Age
|
Title
|
Executive Officer in Position Shown Since
|
Martin E. Stein, Jr.
|
60
|
Chairman and Chief Executive Officer
|
1993
|
Brian M. Smith
|
57
|
President and Chief Operating Officer
|
2009
(1)
|
Lisa Palmer
|
44
|
Executive Vice President and Chief Financial Officer
|
2013
(2)
|
Dan M. Chandler, III
|
46
|
Managing Director - West
|
2009
(3)
|
John S. Delatour
|
54
|
Managing Director - Central
|
1999
|
James D. Thompson
|
59
|
Managing Director - East
|
1993
|
•
|
weakness in the national, regional and local economies, which could adversely impact consumer spending and retail sales and in turn tenant demand for space and lead to increased store closings;
|
•
|
adverse financial conditions for grocery and retail anchors;
|
•
|
the ongoing consolidation in the retail sector;
|
•
|
the excess amount of retail space in a number of markets;
|
•
|
reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats such as video rental stores;
|
•
|
a shift in retail shopping from brick and mortar stores to Internet retailers and catalogs;
|
•
|
the growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and Costco, and their adverse effect on traditional grocery chains;
|
•
|
the impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers; and
|
•
|
consequences of any armed conflict involving, or terrorist attack against, the United States.
|
•
|
becomes bankrupt or insolvent;
|
•
|
experiences a downturn in its business;
|
•
|
materially defaults on its leases;
|
•
|
does not renew its leases as they expire; or
|
•
|
renews at lower rental rates.
|
•
|
we may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;
|
•
|
properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, which may result in the properties' failure to achieve the returns we projected;
|
•
|
our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property;
|
•
|
our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition costs;
|
•
|
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which could result in the property failing to achieve the returns we have projected, either temporarily or for a longer time; and
|
•
|
we may not be able to integrate an acquisition into our existing operations successfully.
|
•
|
the ability to lease developments to full occupancy on a timely basis;
|
•
|
the risk that occupancy rates and rents of a completed project will not be sufficient to make the project profitable;
|
•
|
the risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;
|
•
|
delays in the development and construction process;
|
•
|
the risk that we may abandon development opportunities and lose our investment in these developments;
|
•
|
the risk that the current size of our development pipeline will strain the organization's capacity to complete the developments within the targeted timelines and at the expected returns on invested capital; and
|
•
|
the lack of cash flow during the construction period.
|
•
|
actual or anticipated variations in our operating results or dividends;
|
•
|
changes in our funds from operations or earnings estimates;
|
•
|
publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REIT's;
|
•
|
the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
|
•
|
increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
any future issuances of equity securities;
|
•
|
additions or departures of key management personnel;
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
•
|
actions by institutional stockholders;
|
•
|
speculation in the press or investment community; and
|
•
|
general market and economic conditions.
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
Location
|
|
#
Properties
|
|
GLA (in thousands)
|
|
% of Total
GLA
|
|
%
Leased
|
|
#
Properties
|
|
GLA (in thousands)
|
|
% of Total
GLA
|
|
%
Leased
|
||||||||
California
|
|
43
|
|
|
5,544
|
|
|
24.6
|
%
|
|
95.1
|
%
|
|
44
|
|
|
5,521
|
|
|
23.3
|
%
|
|
91.1
|
%
|
Florida
|
|
39
|
|
|
3,961
|
|
|
17.6
|
%
|
|
93.0
|
%
|
|
45
|
|
|
4,550
|
|
|
19.2
|
%
|
|
92.6
|
%
|
Texas
|
|
18
|
|
|
2,324
|
|
|
10.3
|
%
|
|
95.2
|
%
|
|
22
|
|
|
2,932
|
|
|
12.4
|
%
|
|
93.5
|
%
|
Ohio
|
|
10
|
|
|
1,402
|
|
|
6.2
|
%
|
|
97.1
|
%
|
|
12
|
|
|
1,592
|
|
|
6.7
|
%
|
|
96.3
|
%
|
Georgia
|
|
15
|
|
|
1,386
|
|
|
6.2
|
%
|
|
93.1
|
%
|
|
14
|
|
|
1,269
|
|
|
5.3
|
%
|
|
89.1
|
%
|
Colorado
|
|
14
|
|
|
1,163
|
|
|
5.2
|
%
|
|
94.3
|
%
|
|
14
|
|
|
1,162
|
|
|
4.9
|
%
|
|
91.6
|
%
|
Virginia
|
|
7
|
|
|
951
|
|
|
4.2
|
%
|
|
94.2
|
%
|
|
7
|
|
|
951
|
|
|
4.0
|
%
|
|
92.9
|
%
|
Illinois
|
|
4
|
|
|
748
|
|
|
3.3
|
%
|
|
97.3
|
%
|
|
5
|
|
|
863
|
|
|
3.6
|
%
|
|
95.0
|
%
|
North Carolina
|
|
9
|
|
|
743
|
|
|
3.3
|
%
|
|
91.8
|
%
|
|
9
|
|
|
837
|
|
|
3.5
|
%
|
|
92.6
|
%
|
Oregon
|
|
8
|
|
|
741
|
|
|
3.3
|
%
|
|
91.2
|
%
|
|
8
|
|
|
741
|
|
|
3.1
|
%
|
|
90.8
|
%
|
Washington
|
|
6
|
|
|
683
|
|
|
3.0
|
%
|
|
92.8
|
%
|
|
5
|
|
|
357
|
|
|
1.5
|
%
|
|
94.1
|
%
|
Missouri
|
|
4
|
|
|
408
|
|
|
1.8
|
%
|
|
99.0
|
%
|
|
4
|
|
|
408
|
|
|
1.7
|
%
|
|
98.7
|
%
|
Tennessee
|
|
5
|
|
|
392
|
|
|
1.7
|
%
|
|
95.9
|
%
|
|
6
|
|
|
479
|
|
|
2.0
|
%
|
|
94.1
|
%
|
Arizona
|
|
3
|
|
|
387
|
|
|
1.7
|
%
|
|
88.1
|
%
|
|
3
|
|
|
389
|
|
|
1.6
|
%
|
|
84.0
|
%
|
Massachusetts
|
|
2
|
|
|
357
|
|
|
1.6
|
%
|
|
94.6
|
%
|
|
2
|
|
|
360
|
|
|
1.5
|
%
|
|
94.6
|
%
|
Nevada
|
|
1
|
|
|
331
|
|
|
1.5
|
%
|
|
91.1
|
%
|
|
1
|
|
|
331
|
|
|
1.4
|
%
|
|
88.7
|
%
|
Pennsylvania
|
|
4
|
|
|
325
|
|
|
1.5
|
%
|
|
99.1
|
%
|
|
4
|
|
|
322
|
|
|
1.4
|
%
|
|
98.4
|
%
|
Delaware
|
|
2
|
|
|
243
|
|
|
1.1
|
%
|
|
94.2
|
%
|
|
2
|
|
|
243
|
|
|
1.0
|
%
|
|
89.6
|
%
|
Michigan
|
|
2
|
|
|
118
|
|
|
0.5
|
%
|
|
43.9
|
%
|
|
2
|
|
|
118
|
|
|
0.5
|
%
|
|
39.2
|
%
|
Maryland
|
|
1
|
|
|
88
|
|
|
0.4
|
%
|
|
100.0
|
%
|
|
1
|
|
|
88
|
|
|
0.4
|
%
|
|
97.2
|
%
|
Alabama
|
|
1
|
|
|
85
|
|
|
0.4
|
%
|
|
86.2
|
%
|
|
1
|
|
|
85
|
|
|
0.4
|
%
|
|
86.2
|
%
|
South Carolina
|
|
2
|
|
|
74
|
|
|
0.3
|
%
|
|
100.0
|
%
|
|
2
|
|
|
74
|
|
|
0.3
|
%
|
|
98.1
|
%
|
Indiana
|
|
3
|
|
|
55
|
|
|
0.2
|
%
|
|
89.8
|
%
|
|
3
|
|
|
55
|
|
|
0.2
|
%
|
|
82.3
|
%
|
Kentucky
|
|
1
|
|
|
23
|
|
|
0.1
|
%
|
|
100.0
|
%
|
|
1
|
|
|
23
|
|
|
0.1
|
%
|
|
93.9
|
%
|
Total
|
|
204
|
|
|
22,532
|
|
|
100.0
|
%
|
|
94.1
|
%
|
|
217
|
|
|
23,750
|
|
|
100.0
|
%
|
|
92.2
|
%
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
Location
|
|
#
Properties
|
|
GLA (in thousands)
|
|
% of Total
GLA
|
|
%
Leased
|
|
#
Properties
|
|
GLA (in thousands)
|
|
% of Total
GLA
|
|
%
Leased
|
||||||||
California
|
|
25
|
|
|
3,265
|
|
|
18.4
|
%
|
|
95.7
|
%
|
|
27
|
|
|
3,551
|
|
|
19.3
|
%
|
|
95.5
|
%
|
Virginia
|
|
22
|
|
|
2,789
|
|
|
15.7
|
%
|
|
96.3
|
%
|
|
21
|
|
|
2,780
|
|
|
15.1
|
%
|
|
94.8
|
%
|
Maryland
|
|
14
|
|
|
1,577
|
|
|
8.9
|
%
|
|
92.9
|
%
|
|
15
|
|
|
1,727
|
|
|
9.4
|
%
|
|
92.9
|
%
|
North Carolina
|
|
8
|
|
|
1,276
|
|
|
7.2
|
%
|
|
96.4
|
%
|
|
7
|
|
|
1,192
|
|
|
6.5
|
%
|
|
95.8
|
%
|
Texas
|
|
9
|
|
|
1,227
|
|
|
6.9
|
%
|
|
95.9
|
%
|
|
9
|
|
|
1,227
|
|
|
6.7
|
%
|
|
96.0
|
%
|
Illinois
|
|
8
|
|
|
1,067
|
|
|
6.0
|
%
|
|
97.1
|
%
|
|
10
|
|
|
1,328
|
|
|
7.2
|
%
|
|
97.5
|
%
|
Pennsylvania
|
|
7
|
|
|
982
|
|
|
5.5
|
%
|
|
96.1
|
%
|
|
7
|
|
|
982
|
|
|
5.3
|
%
|
|
95.9
|
%
|
Colorado
|
|
6
|
|
|
962
|
|
|
5.4
|
%
|
|
93.0
|
%
|
|
6
|
|
|
941
|
|
|
5.1
|
%
|
|
95.5
|
%
|
Florida
|
|
11
|
|
|
841
|
|
|
4.7
|
%
|
|
93.7
|
%
|
|
11
|
|
|
841
|
|
|
4.6
|
%
|
|
93.2
|
%
|
Minnesota
|
|
5
|
|
|
675
|
|
|
3.8
|
%
|
|
97.5
|
%
|
|
5
|
|
|
675
|
|
|
3.7
|
%
|
|
98.4
|
%
|
Washington
|
|
5
|
|
|
577
|
|
|
3.3
|
%
|
|
94.5
|
%
|
|
5
|
|
|
577
|
|
|
3.1
|
%
|
|
90.9
|
%
|
Ohio
|
|
2
|
|
|
532
|
|
|
3.0
|
%
|
|
90.2
|
%
|
|
2
|
|
|
532
|
|
|
2.9
|
%
|
|
93.3
|
%
|
South Carolina
|
|
4
|
|
|
286
|
|
|
1.6
|
%
|
|
96.3
|
%
|
|
4
|
|
|
286
|
|
|
1.6
|
%
|
|
96.3
|
%
|
Wisconsin
|
|
2
|
|
|
269
|
|
|
1.5
|
%
|
|
96.9
|
%
|
|
2
|
|
|
269
|
|
|
1.5
|
%
|
|
93.5
|
%
|
Georgia
|
|
3
|
|
|
244
|
|
|
1.4
|
%
|
|
95.3
|
%
|
|
3
|
|
|
243
|
|
|
1.3
|
%
|
|
92.0
|
%
|
Connecticut
|
|
1
|
|
|
180
|
|
|
1.0
|
%
|
|
99.8
|
%
|
|
1
|
|
|
180
|
|
|
1.0
|
%
|
|
99.8
|
%
|
New Jersey
|
|
2
|
|
|
157
|
|
|
0.9
|
%
|
|
94.0
|
%
|
|
2
|
|
|
157
|
|
|
0.9
|
%
|
|
96.6
|
%
|
Massachusetts
|
|
1
|
|
|
149
|
|
|
0.8
|
%
|
|
95.4
|
%
|
|
1
|
|
|
185
|
|
|
1.0
|
%
|
|
98.1
|
%
|
New York
|
|
1
|
|
|
141
|
|
|
0.8
|
%
|
|
100.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Indiana
|
|
2
|
|
|
139
|
|
|
0.8
|
%
|
|
91.9
|
%
|
|
2
|
|
|
139
|
|
|
0.7
|
%
|
|
93.1
|
%
|
Alabama
|
|
1
|
|
|
119
|
|
|
0.7
|
%
|
|
71.6
|
%
|
|
1
|
|
|
119
|
|
|
0.6
|
%
|
|
64.6
|
%
|
Arizona
|
|
1
|
|
|
108
|
|
|
0.6
|
%
|
|
89.2
|
%
|
|
1
|
|
|
108
|
|
|
0.6
|
%
|
|
92.1
|
%
|
Oregon
|
|
1
|
|
|
93
|
|
|
0.5
|
%
|
|
94.8
|
%
|
|
1
|
|
|
93
|
|
|
0.5
|
%
|
|
92.5
|
%
|
Delaware
|
|
1
|
|
|
67
|
|
|
0.4
|
%
|
|
100.0
|
%
|
|
2
|
|
|
227
|
|
|
1.2
|
%
|
|
89.3
|
%
|
Dist. of Columbia
|
|
2
|
|
|
40
|
|
|
0.2
|
%
|
|
100.0
|
%
|
|
2
|
|
|
40
|
|
|
0.2
|
%
|
|
100.0
|
%
|
Total
|
|
144
|
|
|
17,762
|
|
|
100.0
|
%
|
|
95.2
|
%
|
|
147
|
|
|
18,399
|
|
|
100.0
|
%
|
|
94.8
|
%
|
Tenant
|
|
GLA
|
|
Percent of Company Owned GLA
|
|
Rent
|
|
Percentage of Annualized Base Rent
|
|
Number of Leased Stores
|
|
Anchor Owned Stores
(1)
|
||||||
Kroger
|
|
1,987
|
|
|
7.0
|
%
|
$
|
19,182
|
|
|
4.3
|
%
|
|
40
|
|
|
7
|
|
Publix
|
|
1,948
|
|
|
6.9
|
%
|
|
19,041
|
|
|
4.2
|
%
|
|
53
|
|
|
1
|
|
Safeway
|
|
1,535
|
|
|
5.4
|
%
|
|
14,696
|
|
|
3.3
|
%
|
|
45
|
|
|
6
|
|
Supervalu
|
|
774
|
|
|
2.7
|
%
|
|
9,559
|
|
|
2.1
|
%
|
|
25
|
|
|
1
|
|
CVS
|
|
501
|
|
|
1.8
|
%
|
|
8,051
|
|
|
1.8
|
%
|
|
47
|
|
|
—
|
|
TJX Companies
|
|
573
|
|
|
2.0
|
%
|
|
7,081
|
|
|
1.6
|
%
|
|
27
|
|
|
—
|
|
Whole Foods
|
|
252
|
|
|
0.9
|
%
|
|
5,485
|
|
|
1.2
|
%
|
|
9
|
|
|
—
|
|
PETCO
|
|
264
|
|
|
0.9
|
%
|
|
5,450
|
|
|
1.2
|
%
|
|
32
|
|
|
—
|
|
Ahold
|
|
361
|
|
|
1.3
|
%
|
|
5,134
|
|
|
1.1
|
%
|
|
13
|
|
|
—
|
|
Ross Dress For Less
|
|
273
|
|
|
1.0
|
%
|
|
4,341
|
|
|
1.0
|
%
|
|
16
|
|
|
—
|
|
H.E.B.
|
|
295
|
|
|
1.0
|
%
|
|
4,326
|
|
|
1.0
|
%
|
|
5
|
|
|
—
|
|
Walgreens
|
|
150
|
|
|
0.5
|
%
|
|
3,906
|
|
|
0.9
|
%
|
|
13
|
|
|
—
|
|
JPMorgan Chase Bank
|
|
66
|
|
|
0.2
|
%
|
|
3,599
|
|
|
0.8
|
%
|
|
25
|
|
|
—
|
|
Sears Holdings
|
|
426
|
|
|
1.5
|
%
|
|
3,445
|
|
|
0.8
|
%
|
|
8
|
|
|
1
|
|
Trader Joe's
|
|
124
|
|
|
0.4
|
%
|
|
3,373
|
|
|
0.7
|
%
|
|
14
|
|
|
—
|
|
Starbucks
|
|
92
|
|
|
0.3
|
%
|
|
3,335
|
|
|
0.7
|
%
|
|
78
|
|
|
—
|
|
Wells Fargo Bank
|
|
72
|
|
|
0.3
|
%
|
|
3,329
|
|
|
0.7
|
%
|
|
34
|
|
|
—
|
|
Rite Aid
|
|
207
|
|
|
0.7
|
%
|
|
3,206
|
|
|
0.7
|
%
|
|
24
|
|
|
—
|
|
Bank of America
|
|
70
|
|
|
0.2
|
%
|
|
3,183
|
|
|
0.7
|
%
|
|
25
|
|
|
—
|
|
Sports Authority
|
|
141
|
|
|
0.5
|
%
|
|
3,063
|
|
|
0.7
|
%
|
|
4
|
|
|
—
|
|
Harris Teeter
|
|
248
|
|
|
0.9
|
%
|
|
2,929
|
|
|
0.7
|
%
|
|
8
|
|
|
—
|
|
Target
|
|
350
|
|
|
1.2
|
%
|
|
2,884
|
|
|
0.6
|
%
|
|
4
|
|
|
14
|
|
Subway
|
|
93
|
|
|
0.3
|
%
|
|
2,832
|
|
|
0.6
|
%
|
|
107
|
|
|
—
|
|
Toys "R" Us
|
|
176
|
|
|
0.6
|
%
|
|
2,750
|
|
|
0.6
|
%
|
|
7
|
|
|
—
|
|
Michael's
|
|
169
|
|
|
0.6
|
%
|
|
2,579
|
|
|
0.6
|
%
|
|
10
|
|
|
—
|
|
Wal-Mart
|
|
435
|
|
|
1.5
|
%
|
|
2,466
|
|
|
0.5
|
%
|
|
4
|
|
|
5
|
|
Hallmark
|
|
133
|
|
|
0.5
|
%
|
|
2,406
|
|
|
0.5
|
%
|
|
40
|
|
|
—
|
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Los Angeles / Southern CA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Amerige Heights Town Center
|
|
2000
|
|
2000
|
|
89,181
|
|
|
100.0
|
%
|
|
Albertsons, (Target)
|
|
—
|
Brea Marketplace
(5)
|
|
2005
|
|
1987
|
|
352,226
|
|
|
98.1
|
%
|
|
Sprout's Markets, Target
|
|
24 Hour Fitness, Big 5 Sporting Goods, Beverages & More!, Childtime Childcare, Golfsmith
|
El Camino Shopping Center
|
|
1999
|
|
1995
|
|
135,728
|
|
|
95.1
|
%
|
|
Von's Food & Drug
|
|
Sav-On Drugs
|
Granada Village
(5)
|
|
2005
|
|
1965
|
|
225,528
|
|
|
97.9
|
%
|
|
Sprout's Markets
|
|
Rite Aid, TJ Maxx, Stein Mart, PETCO, Homegoods
|
Hasley Canyon Village
(5)
|
|
2003
|
|
2003
|
|
65,801
|
|
|
100.0
|
%
|
|
Ralphs
|
|
—
|
Heritage Plaza
|
|
1999
|
|
1981
|
|
230,163
|
|
|
99.4
|
%
|
|
Ralphs
|
|
CVS, Daiso, Mitsuwa Marketplace, Total Woman
|
Laguna Niguel Plaza
(5)
|
|
2005
|
|
1985
|
|
41,943
|
|
|
96.4
|
%
|
|
(Albertsons)
|
|
CVS
|
Marina Shores
(5)
|
|
2008
|
|
2001
|
|
67,727
|
|
|
100.0
|
%
|
|
Whole Foods
|
|
PETCO
|
Morningside Plaza
|
|
1999
|
|
1996
|
|
91,212
|
|
|
97.4
|
%
|
|
Stater Bros.
|
|
—
|
Newland Center
|
|
1999
|
|
1985
|
|
149,140
|
|
|
96.0
|
%
|
|
Albertsons
|
|
—
|
Plaza Hermosa
|
|
1999
|
|
1984
|
|
94,777
|
|
|
100.0
|
%
|
|
Von's Food & Drug
|
|
Sav-On Drugs
|
Rona Plaza
|
|
1999
|
|
1989
|
|
51,760
|
|
|
100.0
|
%
|
|
Superior Super Warehouse
|
|
—
|
Seal Beach
(5)
|
|
2002
|
|
1966
|
|
96,858
|
|
|
97.8
|
%
|
|
Von's Food & Drug
|
|
CVS
|
South Bay Village
|
|
2012
|
|
2012
|
|
107,706
|
|
|
100.0
|
%
|
|
Orchard Supply Hardware
|
|
Homegoods
|
Twin Oaks Shopping Center
(5)
|
|
2005
|
|
1978
|
|
98,399
|
|
|
100.0
|
%
|
|
Ralphs
|
|
Rite Aid
|
Valencia Crossroads
|
|
2002
|
|
2003
|
|
172,856
|
|
|
98.8
|
%
|
|
Whole Foods, Kohl's
|
|
—
|
Vine at Castaic
|
|
2005
|
|
2005
|
|
27,314
|
|
|
70.4
|
%
|
|
—
|
|
—
|
Westridge Village
|
|
2001
|
|
2003
|
|
92,287
|
|
|
96.6
|
%
|
|
Albertsons
|
|
Beverages & More!
|
Woodman Van Nuys
|
|
1999
|
|
1992
|
|
107,614
|
|
|
99.1
|
%
|
|
El Super
|
|
—
|
Silverado Plaza
(5)
|
|
2005
|
|
1974
|
|
84,916
|
|
|
100.0
|
%
|
|
Nob Hill
|
|
Longs Drug
|
Gelson's Westlake Market Plaza
|
|
2002
|
|
2002
|
|
84,975
|
|
|
95.5
|
%
|
|
Gelson's Markets
|
|
—
|
Oakbrook Plaza
|
|
1999
|
|
1982
|
|
83,286
|
|
|
99.3
|
%
|
|
Albertsons
|
|
(Longs Drug)
|
Ventura Village
|
|
1999
|
|
1984
|
|
76,070
|
|
|
91.3
|
%
|
|
Von's Food & Drug
|
|
—
|
Westlake Village Plaza and Center
|
|
1999
|
|
1975
|
|
190,529
|
|
|
90.2
|
%
|
|
Von's Food & Drug and Sprouts
|
|
(CVS), Longs Drug, Total Woman
|
Falcon Ridge Town Center Phase I
(5)
|
|
2003
|
|
2004
|
|
232,754
|
|
|
88.0
|
%
|
|
Stater Bros., (Target)
|
|
Sports Authority, Ross Dress for Less, Michaels, Party City
|
Falcon Ridge Town Center Phase II
(5)
|
|
2005
|
|
2005
|
|
66,864
|
|
|
100.0
|
%
|
|
24 Hour Fitness
|
|
CVS
|
French Valley Village Center
|
|
2004
|
|
2004
|
|
98,752
|
|
|
95.3
|
%
|
|
Stater Bros.
|
|
CVS
|
Indio Towne Center
|
|
2006
|
|
2010
|
|
179,505
|
|
|
85.6
|
%
|
|
(Home Depot), (WinCo), Toys R Us
|
|
CVS, 24 Hour Fitness, PETCO, Party City
|
Jefferson Square
|
|
2007
|
|
2007
|
|
38,013
|
|
|
81.4
|
%
|
|
Fresh & Easy
|
|
CVS
|
4S Commons Town Center
|
|
2004
|
|
2004
|
|
240,060
|
|
|
92.2
|
%
|
|
Ralphs, Jimbo's...Naturally!
|
|
Bed Bath & Beyond, Cost Plus World Market, CVS, Griffin Ace Hardware
|
Balboa Mesa Shopping Center
|
|
2012
|
|
1974
|
|
189,321
|
|
|
96.5
|
%
|
|
Von's Food & Drug, Kohl's
|
|
CVS
|
Costa Verde Center
|
|
1999
|
|
1988
|
|
178,623
|
|
|
94.7
|
%
|
|
Bristol Farms
|
|
Bookstar, The Boxing Club
|
El Norte Pkwy Plaza
|
|
1999
|
|
1984
|
|
90,549
|
|
|
84.2
|
%
|
|
Von's Food & Drug
|
|
CVS
|
Friars Mission Center
|
|
1999
|
|
1989
|
|
146,897
|
|
|
100.0
|
%
|
|
Ralphs
|
|
Longs Drug
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Navajo Shopping Center
(5)
|
|
2005
|
|
1964
|
|
102,139
|
|
|
95.5
|
%
|
|
Albertsons
|
|
Rite Aid, O'Reilly Auto Parts
|
Point Loma Plaza
(5)
|
|
2005
|
|
1987
|
|
212,415
|
|
|
94.0
|
%
|
|
Von's Food & Drug
|
|
Sport Chalet 5, 24 Hour Fitness, Jo-Ann Fabrics
|
Rancho San Diego Village
(5)
|
|
2005
|
|
1981
|
|
153,256
|
|
|
87.6
|
%
|
|
Von's Food & Drug
|
|
(Longs Drug), 24 Hour Fitness
|
Twin Peaks
|
|
1999
|
|
1988
|
|
198,139
|
|
|
99.4
|
%
|
|
Albertsons, Target
|
|
—
|
Uptown District
|
|
2012
|
|
1990
|
|
148,638
|
|
|
96.7
|
%
|
|
Ralphs, Trader Joe's
|
|
—
|
Vista Village IV
|
|
2006
|
|
2006
|
|
11,000
|
|
|
45.5
|
%
|
|
—
|
|
—
|
Vista Village Phase I
(5)
|
|
2002
|
|
2003
|
|
129,009
|
|
|
96.7
|
%
|
|
Krikorian Theaters, (Lowe's)
|
|
—
|
Vista Village Phase II
(5)
|
|
2002
|
|
2003
|
|
55,000
|
|
|
45.5
|
%
|
|
Frazier Farms
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
San Francisco / Northern CA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Auburn Village
(5)
|
|
2005
|
|
1990
|
|
133,944
|
|
|
85.4
|
%
|
|
Bel Air Market
|
|
Dollar Tree, Goodwill Industries, (CVS)
|
Bayhill Shopping Center
(5)
|
|
2005
|
|
1990
|
|
121,846
|
|
|
100.0
|
%
|
|
Mollie Stone's Market
|
|
CVS
|
Clayton Valley Shopping Center
|
|
2003
|
|
2004
|
|
260,205
|
|
|
92.9
|
%
|
|
Fresh & Easy, Orchard Supply Hardware
|
|
Longs Drugs, Dollar Tree, Ross Dress For Less
|
Diablo Plaza
|
|
1999
|
|
1982
|
|
63,265
|
|
|
94.3
|
%
|
|
(Safeway)
|
|
(CVS), Beverages & More
|
El Cerrito Plaza
|
|
2000
|
|
2000
|
|
256,035
|
|
|
98.9
|
%
|
|
(Lucky's), Trader Joe's
|
|
(Longs Drug), Bed Bath & Beyond, Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less
|
Encina Grande
|
|
1999
|
|
1965
|
|
102,413
|
|
|
95.8
|
%
|
|
Safeway
|
|
Walgreens
|
Folsom Prairie City Crossing
|
|
1999
|
|
1999
|
|
90,237
|
|
|
92.4
|
%
|
|
Safeway
|
|
—
|
Gateway 101
|
|
2008
|
|
2008
|
|
92,110
|
|
|
100.0
|
%
|
|
(Home Depot), (Best Buy), Sports Authority, Nordstrom Rack
|
|
—
|
Oak Shade Town Center
|
|
2011
|
|
1998
|
|
103,762
|
|
|
92.3
|
%
|
|
Safeway
|
|
Office Max, Rite Aid
|
Pleasant Hill Shopping Center
(5)
|
|
2005
|
|
1970
|
|
227,681
|
|
|
100.0
|
%
|
|
Target, Toys "R" Us
|
|
Barnes & Noble, Ross Dress for Less
|
Powell Street Plaza
|
|
2001
|
|
1987
|
|
165,928
|
|
|
100.0
|
%
|
|
Trader Joe's
|
|
PETCO, Beverages & More!, Ross Dress For Less, DB Shoe Company, Marshalls
|
Raley's Supermarket
(5)
|
|
2007
|
|
1964
|
|
62,827
|
|
|
100.0
|
%
|
|
Raley's
|
|
—
|
San Leandro Plaza
|
|
1999
|
|
1982
|
|
50,432
|
|
|
100.0
|
%
|
|
(Safeway)
|
|
(Longs Drug)
|
Sequoia Station
|
|
1999
|
|
1996
|
|
103,148
|
|
|
94.2
|
%
|
|
(Safeway)
|
|
Longs Drug, Barnes & Noble, Old Navy, Pier 1
|
Strawflower Village
|
|
1999
|
|
1985
|
|
78,827
|
|
|
95.3
|
%
|
|
Safeway
|
|
(Longs Drug)
|
Tassajara Crossing
|
|
1999
|
|
1990
|
|
146,140
|
|
|
96.4
|
%
|
|
Safeway
|
|
Longs Drug, Tassajara Valley Hardware
|
Woodside Central
|
|
1999
|
|
1993
|
|
80,591
|
|
|
100.0
|
%
|
|
(Target)
|
|
Chuck E. Cheese, Marshalls
|
Ygnacio Plaza
(5)
|
|
2005
|
|
1968
|
|
109,701
|
|
|
100.0
|
%
|
|
Fresh & Easy
|
|
Sports Basement
|
Blossom Valley
(5)
|
|
1999
|
|
1990
|
|
93,316
|
|
|
98.4
|
%
|
|
Safeway
|
|
CVS
|
Loehmanns Plaza California
|
|
1999
|
|
1983
|
|
113,310
|
|
|
96.9
|
%
|
|
(Safeway)
|
|
Longs Drug, Loehmann's
|
Mariposa Shopping Center
(5)
|
|
2005
|
|
1957
|
|
126,658
|
|
|
100.0
|
%
|
|
Safeway
|
|
Longs Drug, Ross Dress for Less
|
Snell & Branham Plaza
(5)
|
|
2005
|
|
1988
|
|
92,352
|
|
|
100.0
|
%
|
|
Safeway
|
|
—
|
West Park Plaza
|
|
1999
|
|
1996
|
|
88,104
|
|
|
98.4
|
%
|
|
Safeway
|
|
Rite Aid
|
Golden Hills Promenade
|
|
2006
|
|
2006
|
|
241,846
|
|
|
95.8
|
%
|
|
Lowe's
|
|
Bed Bath & Beyond, TJ Maxx
|
Five Points Shopping Center
(5)
|
|
2005
|
|
1960
|
|
144,553
|
|
|
98.5
|
%
|
|
Albertsons
|
|
Longs Drug, Ross Dress for Less, Big 5 Sporting Goods, PETCO
|
East Washington Place
(4)
|
|
2011
|
|
2011
|
|
203,155
|
|
|
81.8
|
%
|
|
(Target), Dick's Sporting Goods, TJ Maxx
|
|
—
|
Corral Hollow
(5)
|
|
2000
|
|
2000
|
|
167,184
|
|
|
98.3
|
%
|
|
Safeway, Orchard Supply & Hardware
|
|
Longs Drug
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (CA)
|
|
|
|
|
|
8,808,500
|
|
|
95.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
FLORIDA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ft. Myers / Cape Coral
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Corkscrew Village
|
|
2007
|
|
1997
|
|
82,011
|
|
|
98.3
|
%
|
|
Publix
|
|
—
|
Grande Oak
|
|
2000
|
|
2000
|
|
78,784
|
|
|
94.7
|
%
|
|
Publix
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Jacksonville / North Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Anastasia Plaza
|
|
1993
|
|
1988
|
|
102,342
|
|
|
96.5
|
%
|
|
Publix
|
|
—
|
Canopy Oak Center
(5)
|
|
2006
|
|
2006
|
|
90,042
|
|
|
88.7
|
%
|
|
Publix
|
|
—
|
Carriage Gate
|
|
1994
|
|
1978
|
|
76,784
|
|
|
86.8
|
%
|
|
—
|
|
Leon County Tax Collector, TJ Maxx
|
Courtyard Shopping Center
|
|
1993
|
|
1987
|
|
137,256
|
|
|
100.0
|
%
|
|
(Publix), Target
|
|
—
|
Fleming Island
|
|
1998
|
|
2000
|
|
136,663
|
|
|
77.5
|
%
|
|
Publix, (Target)
|
|
PETCO
|
Hibernia Pavilion
|
|
2006
|
|
2006
|
|
51,298
|
|
|
97.4
|
%
|
|
Publix
|
|
—
|
Hibernia Plaza
|
|
2006
|
|
2006
|
|
8,400
|
|
|
16.7
|
%
|
|
—
|
|
(Walgreens)
|
Horton's Corner
|
|
2007
|
|
2007
|
|
14,820
|
|
|
100.0
|
%
|
|
—
|
|
Walgreens
|
John's Creek Center
(5)
|
|
2003
|
|
2004
|
|
75,101
|
|
|
80.5
|
%
|
|
Publix
|
|
—
|
Julington Village
(5)
|
|
1999
|
|
1999
|
|
81,820
|
|
|
98.3
|
%
|
|
Publix
|
|
(CVS)
|
Lynnhaven
(5)
|
|
2001
|
|
2001
|
|
63,871
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
Millhopper Shopping Center
|
|
1993
|
|
1974
|
|
80,421
|
|
|
100.0
|
%
|
|
Publix
|
|
CVS
|
Newberry Square
|
|
1994
|
|
1986
|
|
180,524
|
|
|
91.1
|
%
|
|
Publix, K-Mart
|
|
Jo-Ann Fabrics
|
Nocatee Town Center
|
|
2007
|
|
2007
|
|
69,679
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
Oakleaf Commons
|
|
2006
|
|
2006
|
|
73,717
|
|
|
82.9
|
%
|
|
Publix
|
|
(Walgreens)
|
Ocala Corners
|
|
2000
|
|
2000
|
|
86,772
|
|
|
98.6
|
%
|
|
Publix
|
|
—
|
Old St Augustine Plaza
|
|
1996
|
|
1990
|
|
232,459
|
|
|
93.5
|
%
|
|
Publix, Burlington Coat Factory, Hobby Lobby
|
|
—
|
Pine Tree Plaza
|
|
1997
|
|
1999
|
|
63,387
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
Plantation Plaza
(5)
|
|
2004
|
|
2004
|
|
77,747
|
|
|
88.0
|
%
|
|
Publix
|
|
—
|
Seminole Shoppes
|
|
2009
|
|
2009
|
|
73,241
|
|
|
98.1
|
%
|
|
Publix
|
|
—
|
Shoppes at Bartram Park
(5)
|
|
2005
|
|
2004
|
|
119,958
|
|
|
94.3
|
%
|
|
Publix, (Kohl's)
|
|
(Tutor Time)
|
Shops at John's Creek
|
|
2003
|
|
2004
|
|
15,490
|
|
|
83.3
|
%
|
|
—
|
|
—
|
Starke
|
|
2000
|
|
2000
|
|
12,739
|
|
|
100.0
|
%
|
|
—
|
|
CVS
|
Vineyard Shopping Center
(5)
|
|
2001
|
|
2002
|
|
62,821
|
|
|
84.7
|
%
|
|
Publix
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Miami / Fort Lauderdale
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Aventura Shopping Center
|
|
1994
|
|
1974
|
|
102,876
|
|
|
76.8
|
%
|
|
Publix
|
|
CVS
|
Berkshire Commons
|
|
1994
|
|
1992
|
|
110,062
|
|
|
97.8
|
%
|
|
Publix
|
|
Walgreens
|
Caligo Crossing
|
|
2007
|
|
2007
|
|
10,763
|
|
|
87.9
|
%
|
|
(Kohl's)
|
|
—
|
Five Corners Plaza
(5)
|
|
2005
|
|
2001
|
|
44,647
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Centre Ridge Marketplace
(5)
|
|
2005
|
|
1996
|
|
104,100
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse
|
|
Sears
|
Cheshire Station
|
|
2000
|
|
2000
|
|
97,156
|
|
|
97.5
|
%
|
|
Safeway
|
|
PETCO
|
Culpeper Colonnade
|
|
2006
|
|
2006
|
|
131,707
|
|
|
94.0
|
%
|
|
Martin's, (Target)
|
|
PetSmart, Staples
|
Fairfax Shopping Center
|
|
2007
|
|
1955
|
|
75,711
|
|
|
89.2
|
%
|
|
—
|
|
Direct Furniture
|
Festival at Manchester Lakes
(5)
|
|
2005
|
|
1990
|
|
165,130
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse
|
|
—
|
Fortuna Center Plaza
(5)
|
|
2004
|
|
2004
|
|
104,694
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse, (Target)
|
|
Rite Aid
|
Fox Mill Shopping Center
(5)
|
|
2005
|
|
1977
|
|
103,269
|
|
|
100.0
|
%
|
|
Giant Food
|
|
—
|
Greenbriar Town Center
(5)
|
|
2005
|
|
1972
|
|
339,939
|
|
|
96.0
|
%
|
|
Giant Food
|
|
CVS, HMY Roomstore, Total Beverage, Ross Dress for Less, Marshalls, PETCO
|
Hollymead Town Center
(5)
|
|
2003
|
|
2004
|
|
153,739
|
|
|
95.0
|
%
|
|
Harris Teeter, (Target)
|
|
Petsmart
|
Kamp Washington Shopping Center
(5)
|
|
2005
|
|
1960
|
|
71,924
|
|
|
100.0
|
%
|
|
—
|
|
Golfsmith
|
Kings Park Shopping Center
(5)
|
|
2005
|
|
1966
|
|
74,496
|
|
|
100.0
|
%
|
|
Giant Food
|
|
CVS
|
Lorton Station Marketplace
(5)
|
|
2006
|
|
2005
|
|
132,445
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse
|
|
Advanced Design Group
|
Lorton Town Center
(5)
|
|
2006
|
|
2005
|
|
51,807
|
|
|
88.4
|
%
|
|
—
|
|
ReMax
|
Market at Opitz Crossing
|
|
2003
|
|
2003
|
|
149,791
|
|
|
80.2
|
%
|
|
Safeway
|
|
Hibachi Grill & Supreme Buffet
|
Saratoga Shopping Center
(5)
|
|
2005
|
|
1977
|
|
113,013
|
|
|
100.0
|
%
|
|
Giant Food
|
|
—
|
Shops at County Center
|
|
2005
|
|
2005
|
|
96,695
|
|
|
92.6
|
%
|
|
Harris Teeter
|
|
—
|
Shops at Stonewall
|
|
2007
|
|
2011
|
|
307,845
|
|
|
100.0
|
%
|
|
Wegmans, Dick's Sporting Goods
|
|
Staples, Ross Dress For Less, Bed Bath & Beyond, Michaels
|
Signal Hill
(5)
|
|
2003
|
|
2004
|
|
95,172
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse
|
|
—
|
Town Center at Sterling Shopping Center
(5)
|
|
2005
|
|
1980
|
|
186,531
|
|
|
98.2
|
%
|
|
Giant Food
|
|
Direct Furniture, Party Depot
|
Tysons Corner CVS
(5)
|
|
2012
|
|
2012
|
|
12,900
|
|
|
100.0
|
%
|
|
—
|
|
CVS
|
Village Center at Dulles
(5)
|
|
2002
|
|
1991
|
|
297,572
|
|
|
92.1
|
%
|
|
Shoppers Food Warehouse, Gold's Gym
|
|
CVS, Advance Auto Parts, Chuck E. Cheese, Staples, Goodwill, Tuesday Morning
|
Willston Centre I
(5)
|
|
2005
|
|
1952
|
|
105,376
|
|
|
84.5
|
%
|
|
—
|
|
CVS, Baileys Health Care
|
Willston Centre II
(5)
|
|
2005
|
|
1986
|
|
135,862
|
|
|
98.6
|
%
|
|
Safeway, (Target)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (VA)
|
|
|
|
|
|
3,740,215
|
|
|
95.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hancock
|
|
1999
|
|
1998
|
|
410,438
|
|
|
97.9
|
%
|
|
H.E.B., Sears
|
|
Twin Liquors, PETCO, 24 Hour Fitness
|
Market at Round Rock
|
|
1999
|
|
1987
|
|
122,646
|
|
|
88.3
|
%
|
|
Sprout's Markets
|
|
Office Depot
|
North Hills
|
|
1999
|
|
1995
|
|
144,020
|
|
|
99.8
|
%
|
|
H.E.B.
|
|
—
|
Tech Ridge Center
|
|
2011
|
|
2001
|
|
187,350
|
|
|
92.7
|
%
|
|
H.E.B.
|
|
Office Depot, Petco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dallas / Fort Worth
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bethany Park Place
(5)
|
|
1998
|
|
1998
|
|
98,906
|
|
|
98.0
|
%
|
|
Kroger
|
|
—
|
Hickory Creek Plaza
|
|
2006
|
|
2006
|
|
28,134
|
|
|
77.6
|
%
|
|
(Kroger)
|
|
—
|
Hillcrest Village
|
|
1999
|
|
1991
|
|
14,530
|
|
|
100.0
|
%
|
|
—
|
|
—
|
Keller Town Center
|
|
1999
|
|
1999
|
|
114,938
|
|
|
88.2
|
%
|
|
Tom Thumb
|
|
—
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Lebanon/Legacy Center
|
|
2000
|
|
2002
|
|
56,435
|
|
|
89.2
|
%
|
|
(Wal-Mart)
|
|
—
|
Market at Preston Forest
|
|
1999
|
|
1990
|
|
96,353
|
|
|
100.0
|
%
|
|
Tom Thumb
|
|
—
|
Mockingbird Common
|
|
1999
|
|
1987
|
|
120,321
|
|
|
93.1
|
%
|
|
Tom Thumb
|
|
Ogle School of Hair Design
|
Prestonbrook
|
|
1998
|
|
1998
|
|
91,537
|
|
|
98.8
|
%
|
|
Kroger
|
|
—
|
Rockwall Town Center
|
|
2002
|
|
2004
|
|
46,095
|
|
|
91.3
|
%
|
|
(Kroger)
|
|
(Walgreens)
|
Shiloh Springs
(5)
|
|
1998
|
|
1998
|
|
110,040
|
|
|
85.3
|
%
|
|
Kroger
|
|
—
|
Signature Plaza
|
|
2003
|
|
2004
|
|
32,415
|
|
|
72.3
|
%
|
|
(Kroger)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Houston
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Alden Bridge
(5)
|
|
2002
|
|
1998
|
|
138,953
|
|
|
99.0
|
%
|
|
Kroger
|
|
Walgreens
|
Cochran's Crossing
|
|
2002
|
|
1994
|
|
138,192
|
|
|
98.8
|
%
|
|
Kroger
|
|
CVS
|
Indian Springs Center
(5)
|
|
2002
|
|
2003
|
|
136,625
|
|
|
100.0
|
%
|
|
H.E.B.
|
|
—
|
Kleinwood Center
(5)
|
|
2002
|
|
2003
|
|
148,964
|
|
|
90.3
|
%
|
|
H.E.B.
|
|
(Walgreens)
|
Panther Creek
|
|
2002
|
|
1994
|
|
166,077
|
|
|
100.0
|
%
|
|
Randall's Food
|
|
CVS, Sears Paint & Hardware (Sublease Morelands), The Woodlands Childrens Museum
|
Southpark at Cinco Ranch
(4)
|
|
2012
|
|
2012
|
|
242,687
|
|
|
92.0
|
%
|
|
Kroger, Academy
|
|
—
|
Sterling Ridge
|
|
2002
|
|
2000
|
|
128,643
|
|
|
100.0
|
%
|
|
Kroger
|
|
CVS
|
Sweetwater Plaza
(5)
|
|
2001
|
|
2000
|
|
134,045
|
|
|
94.5
|
%
|
|
Kroger
|
|
Walgreens
|
Weslayan Plaza East
(5)
|
|
2005
|
|
1969
|
|
169,693
|
|
|
100.0
|
%
|
|
—
|
|
Berings, Ross Dress for Less, Michaels, Berings Warehouse, Chuck E. Cheese, The Next Level Fitness, Spec's Liquor, Bike Barn
|
Weslayan Plaza West
(5)
|
|
2005
|
|
1969
|
|
185,964
|
|
|
98.4
|
%
|
|
Randall's Food
|
|
Walgreens, PETCO, Jo Ann's, Office Max, Tuesday Morning
|
Westwood Village
|
|
2006
|
|
2006
|
|
183,547
|
|
|
96.7
|
%
|
|
(Target)
|
|
Gold's Gym, PetSmart, Office Max, Ross Dress For Less, TJ Maxx
|
Woodway Collection
(5)
|
|
2005
|
|
1974
|
|
103,796
|
|
|
93.8
|
%
|
|
Randall's Food
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (TX)
|
|
|
|
|
|
3,551,344
|
|
|
95.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
COLORADO
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Colorado Springs
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Falcon Marketplace
|
|
2005
|
|
2005
|
|
22,491
|
|
|
84.9
|
%
|
|
(Wal-Mart Supercenter)
|
|
—
|
Marketplace at Briargate
|
|
2006
|
|
2006
|
|
29,075
|
|
|
91.8
|
%
|
|
(King Soopers)
|
|
—
|
Monument Jackson Creek
|
|
1998
|
|
1999
|
|
85,263
|
|
|
100.0
|
%
|
|
King Soopers
|
|
—
|
Woodmen Plaza
|
|
1998
|
|
1998
|
|
116,233
|
|
|
92.4
|
%
|
|
King Soopers
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Denver
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Applewood Shopping Center
(5)
|
|
2005
|
|
1956
|
|
381,041
|
|
|
94.1
|
%
|
|
King Soopers, Wal-Mart
|
|
Applejack Liquors, PetSmart, Wells Fargo Bank
|
Arapahoe Village
(5)
|
|
2005
|
|
1957
|
|
159,237
|
|
|
79.3
|
%
|
|
Safeway
|
|
Jo-Ann Fabrics, PETCO, Pier 1 Imports
|
Belleview Square
|
|
2004
|
|
1978
|
|
117,331
|
|
|
100.0
|
%
|
|
King Soopers
|
|
—
|
Boulevard Center
|
|
1999
|
|
1986
|
|
80,320
|
|
|
95.9
|
%
|
|
(Safeway)
|
|
One Hour Optical
|
Buckley Square
|
|
1999
|
|
1978
|
|
116,147
|
|
|
98.0
|
%
|
|
King Soopers
|
|
Ace Hardware
|
Cherrywood Square
(5)
|
|
2005
|
|
1978
|
|
96,667
|
|
|
98.4
|
%
|
|
King Soopers
|
|
—
|
Crossroads Commons
(5)
|
|
2001
|
|
1986
|
|
142,589
|
|
|
98.7
|
%
|
|
Whole Foods
|
|
Barnes & Noble, Bicycle Village
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Hilltop Village
(5)
|
|
2002
|
|
2003
|
|
100,030
|
|
|
93.8
|
%
|
|
King Soopers
|
|
—
|
Kent Place
|
|
2011
|
|
2011
|
|
48,168
|
|
|
94.6
|
%
|
|
King Soopers
|
|
—
|
Littleton Square
|
|
1999
|
|
1997
|
|
94,222
|
|
|
80.7
|
%
|
|
King Soopers
|
|
—
|
Lloyd King Center
|
|
1998
|
|
1998
|
|
83,326
|
|
|
98.3
|
%
|
|
King Soopers
|
|
—
|
Ralston Square Shopping Center
(5)
|
|
2005
|
|
1977
|
|
82,750
|
|
|
96.7
|
%
|
|
King Soopers
|
|
—
|
Shops at Quail Creek
|
|
2008
|
|
2008
|
|
37,585
|
|
|
100.0
|
%
|
|
(King Soopers)
|
|
—
|
South Lowry Square
|
|
1999
|
|
1993
|
|
119,916
|
|
|
93.9
|
%
|
|
Safeway
|
|
—
|
Stroh Ranch
|
|
1998
|
|
1998
|
|
93,436
|
|
|
96.8
|
%
|
|
King Soopers
|
|
—
|
Centerplace of Greeley III
|
|
2007
|
|
2007
|
|
119,090
|
|
|
88.8
|
%
|
|
Sports Authority
|
|
Best Buy, TJ Maxx
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (CO)
|
|
|
|
|
|
2,124,917
|
|
|
93.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
NORTH CAROLINA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Charlotte
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Carmel Commons
|
|
1997
|
|
1979
|
|
132,651
|
|
|
94.1
|
%
|
|
Fresh Market
|
|
Chuck E. Cheese, Party City, Rite Aid, Planet Fitness
|
Cochran Commons
(5)
|
|
2007
|
|
2003
|
|
66,020
|
|
|
100.0
|
%
|
|
Harris Teeter
|
|
(Walgreens)
|
Phillips Place
(5)
|
|
2012
|
|
1996
|
|
133,059
|
|
|
99.3
|
%
|
|
Dean & Deluca
|
|
Phillips Place Theater, Dean & Deluca
|
Providence Commons
(5)
|
|
2010
|
|
1994
|
|
77,315
|
|
|
100.0
|
%
|
|
Harris Teeter
|
|
Rite Aid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Greensboro
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Harris Crossing
|
|
2007
|
|
2007
|
|
65,150
|
|
|
92.9
|
%
|
|
Harris Teeter
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Raleigh / Durham
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Erwin Square
(4)
|
|
2012
|
|
2012
|
|
89,830
|
|
|
67.9
|
%
|
|
Harris Teeter
|
|
—
|
Southpoint Crossing
|
|
1998
|
|
1998
|
|
103,128
|
|
|
95.9
|
%
|
|
Kroger
|
|
—
|
Woodcroft Shopping Center
|
|
1996
|
|
1984
|
|
89,833
|
|
|
95.4
|
%
|
|
Food Lion
|
|
Triangle True Value Hardware
|
Cameron Village
(5)
|
|
2004
|
|
1949
|
|
552,541
|
|
|
97.5
|
%
|
|
Harris Teeter, Fresh Market
|
|
Eckerd, Talbots, Wake County Public Library, Great Outdoor Provision Co., York Properties, The Bargain Box, K&W Cafeteria, Johnson-Lambe Sporting Goods, Pier 1 Imports, Bevello, The Cheshire Cat Gallery
|
Colonnade Center
|
|
2009
|
|
2009
|
|
57,637
|
|
|
96.0
|
%
|
|
Whole Foods
|
|
—
|
Glenwood Village
|
|
1997
|
|
1983
|
|
42,864
|
|
|
96.8
|
%
|
|
Harris Teeter
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lake Pine Plaza
|
|
1998
|
|
1997
|
|
87,690
|
|
|
95.2
|
%
|
|
Kroger
|
|
—
|
Maynard Crossing
(5)
|
|
1998
|
|
1997
|
|
122,782
|
|
|
84.5
|
%
|
|
Kroger
|
|
—
|
Middle Creek Commons
|
|
2006
|
|
2006
|
|
73,634
|
|
|
95.1
|
%
|
|
Lowes Foods
|
|
—
|
Shoppes of Kildaire
(5)
|
|
2005
|
|
1986
|
|
145,101
|
|
|
96.5
|
%
|
|
Trader Joe's
|
|
Home Comfort Furniture, Fitness Connection, Staples
|
Sutton Square
(5)
|
|
2006
|
|
1985
|
|
101,025
|
|
|
97.1
|
%
|
|
Fresh Market
|
|
Rite Aid
|
Village Plaza
(5)
|
|
2012
|
|
1970
|
|
78,182
|
|
|
95.3
|
%
|
|
Whole Foods
|
|
PTA Thrift Shop
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (NC)
|
|
|
|
|
|
2,018,442
|
|
|
94.7
|
%
|
|
|
|
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
OHIO
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cincinnati
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Beckett Commons
|
|
1998
|
|
1995
|
|
121,318
|
|
|
95.7
|
%
|
|
Kroger
|
|
—
|
Cherry Grove
|
|
1998
|
|
1997
|
|
195,513
|
|
|
98.0
|
%
|
|
Kroger
|
|
Hancock Fabrics, Shoe Carnival, TJ Maxx
|
Hyde Park
|
|
1997
|
|
1995
|
|
396,861
|
|
|
97.5
|
%
|
|
Kroger, Biggs
|
|
Walgreens, Jo-Ann Fabrics, Ace Hardware, Michaels, Staples
|
Indian Springs Market Center
(5)
|
|
2005
|
|
2005
|
|
141,063
|
|
|
100.0
|
%
|
|
Kohl's, (Wal-Mart Supercenter)
|
|
Office Depot, HH Gregg Appliances
|
Red Bank Village
|
|
2006
|
|
2006
|
|
164,317
|
|
|
98.0
|
%
|
|
Wal-Mart
|
|
—
|
Regency Commons
|
|
2004
|
|
2004
|
|
30,770
|
|
|
94.5
|
%
|
|
—
|
|
—
|
Sycamore Crossing & Sycamore Plaza
(5)
|
|
2008
|
|
1966
|
|
390,957
|
|
|
86.6
|
%
|
|
Fresh Market, Macy's Furniture Gallery, Toys 'R Us, Dick's Sporting Goods
|
|
Barnes & Noble, Old Navy, Staples, Identity Salon & Day Spa
|
Westchester Plaza
|
|
1998
|
|
1988
|
|
88,181
|
|
|
93.8
|
%
|
|
Kroger
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Columbus
|
|
|
|
|
|
|
|
|
|
|
|
|
||
East Pointe
|
|
1998
|
|
1993
|
|
86,503
|
|
|
96.8
|
%
|
|
Kroger
|
|
—
|
Kroger New Albany Center
|
|
1999
|
|
1999
|
|
93,286
|
|
|
94.1
|
%
|
|
Kroger
|
|
—
|
Maxtown Road (Northgate)
|
|
1998
|
|
1996
|
|
85,100
|
|
|
100.0
|
%
|
|
Kroger, (Home Depot)
|
|
—
|
Windmiller Plaza Phase I
|
|
1998
|
|
1997
|
|
140,437
|
|
|
98.5
|
%
|
|
Kroger
|
|
Sears Hardware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (OH)
|
|
|
|
|
|
1,934,306
|
|
|
95.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ILLINOIS
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Chicago
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Civic Center Plaza
(5)
|
|
2005
|
|
1989
|
|
264,973
|
|
|
98.9
|
%
|
|
Super H Mart, Home Depot
|
|
O'Reilly Automotive, King Spa
|
Geneva Crossing
(5)
|
|
2004
|
|
1997
|
|
123,182
|
|
|
98.8
|
%
|
|
Dominick's
|
|
Goodwill
|
Glen Oak Plaza
|
|
2010
|
|
1967
|
|
62,616
|
|
|
100.0
|
%
|
|
Trader Joe's
|
|
Walgreens, ENH Medical Offices
|
Hinsdale
|
|
1998
|
|
1986
|
|
178,960
|
|
|
97.2
|
%
|
|
Dominick's
|
|
Goodwill, Cardinal Fitness
|
McHenry Commons Shopping Center
(5)
|
|
2005
|
|
1988
|
|
99,448
|
|
|
92.6
|
%
|
|
Hobby Lobby
|
|
Goodwill
|
Riverside Sq & River's Edge
(5)
|
|
2005
|
|
1986
|
|
169,435
|
|
|
96.5
|
%
|
|
Dominick's
|
|
Ace Hardware, Party City
|
Roscoe Square
(5)
|
|
2005
|
|
1981
|
|
140,426
|
|
|
94.9
|
%
|
|
Mariano's
|
|
Walgreens, Toys "R" Us
|
Shorewood Crossing
(5)
|
|
2004
|
|
2001
|
|
87,705
|
|
|
93.4
|
%
|
|
Dominick's
|
|
—
|
Shorewood Crossing II
(5)
|
|
2007
|
|
2005
|
|
86,276
|
|
|
100.0
|
%
|
|
—
|
|
Babies R Us, Staples, PETCO, Factory Card Outlet
|
Stonebrook Plaza Shopping Center
(5)
|
|
2005
|
|
1984
|
|
95,825
|
|
|
100.0
|
%
|
|
Dominick's
|
|
—
|
Westbrook Commons
|
|
2001
|
|
1984
|
|
123,855
|
|
|
92.4
|
%
|
|
Dominick's
|
|
Goodwill
|
Willow Festival
|
|
2010
|
|
2007
|
|
382,837
|
|
|
98.4
|
%
|
|
Whole Foods, Lowe's
|
|
CVS, DSW Warehouse, HomeGoods, Recreational Equipment, Best Buy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (IL)
|
|
|
|
|
|
1,815,538
|
|
|
97.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
MARYLAND
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Baltimore
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Elkridge Corners
(5)
|
|
2005
|
|
1990
|
|
73,529
|
|
|
97.6
|
%
|
|
Green Valley Markets
|
|
Rite Aid
|
Festival at Woodholme
(5)
|
|
2005
|
|
1986
|
|
81,016
|
|
|
95.3
|
%
|
|
Trader Joe's
|
|
—
|
Parkville Shopping Center
(5)
|
|
2005
|
|
1961
|
|
161,735
|
|
|
92.5
|
%
|
|
Giant Food
|
|
Parkville Lanes, Castlewood Realty (Sub: Herit)
|
Southside Marketplace
(5)
|
|
2005
|
|
1990
|
|
125,146
|
|
|
96.1
|
%
|
|
Shoppers Food Warehouse
|
|
Rite Aid
|
Valley Centre
(5)
|
|
2005
|
|
1987
|
|
219,549
|
|
|
100.0
|
%
|
|
—
|
|
TJ Maxx, Ross Dress for Less, HomeGoods, Staples, PetSmart
|
Village at Lee Airpark
|
|
2005
|
|
2005
|
|
87,557
|
|
|
100.0
|
%
|
|
Giant Food, (Sunrise)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bowie Plaza
(5)
|
|
2005
|
|
1966
|
|
102,904
|
|
|
97.9
|
%
|
|
—
|
|
CVS, Fitness 4 Less
|
Clinton Park
(5)
|
|
2003
|
|
2003
|
|
206,050
|
|
|
96.3
|
%
|
|
G-Mart, Sears, (Toys "R" Us)
|
|
Fitness For Less
|
Cloppers Mill Village
(5)
|
|
2005
|
|
1995
|
|
137,035
|
|
|
91.2
|
%
|
|
Shoppers Food Warehouse
|
|
CVS
|
Firstfield Shopping Center
(5)
|
|
2005
|
|
1978
|
|
22,328
|
|
|
75.4
|
%
|
|
—
|
|
—
|
Goshen Plaza
(5)
|
|
2005
|
|
1987
|
|
42,906
|
|
|
84.1
|
%
|
|
—
|
|
CVS
|
King Farm Village Center
(5)
|
|
2004
|
|
2001
|
|
118,326
|
|
|
96.3
|
%
|
|
Safeway
|
|
—
|
Takoma Park
(5)
|
|
2005
|
|
1960
|
|
104,079
|
|
|
100.0
|
%
|
|
Shoppers Food Warehouse
|
|
—
|
Watkins Park Plaza
(5)
|
|
2005
|
|
1985
|
|
113,443
|
|
|
56.5
|
%
|
|
—
|
|
CVS
|
Woodmoor Shopping Center
(5)
|
|
2005
|
|
1954
|
|
68,887
|
|
|
98.1
|
%
|
|
—
|
|
CVS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (MD)
|
|
|
|
|
|
1,664,490
|
|
|
93.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
GEORGIA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Atlanta
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ashford Place
|
|
1997
|
|
1993
|
|
53,449
|
|
|
98.1
|
%
|
|
—
|
|
Harbor Freight Tools
|
Briarcliff La Vista
|
|
1997
|
|
1962
|
|
39,204
|
|
|
100.0
|
%
|
|
—
|
|
Michaels
|
Briarcliff Village
|
|
1997
|
|
1990
|
|
189,551
|
|
|
94.2
|
%
|
|
Publix
|
|
Office Depot, Party City, Shoe Carnival, TJ Maxx
|
Buckhead Court
|
|
1997
|
|
1984
|
|
48,317
|
|
|
97.5
|
%
|
|
—
|
|
—
|
Cambridge Square
|
|
1996
|
|
1979
|
|
71,429
|
|
|
100.0
|
%
|
|
Kroger
|
|
—
|
Cornerstone Square
|
|
1997
|
|
1990
|
|
80,406
|
|
|
95.7
|
%
|
|
Aldi
|
|
CVS, Hancock Fabrics, Concentra
|
Delk Spectrum
|
|
1998
|
|
1991
|
|
100,539
|
|
|
69.2
|
%
|
|
Publix
|
|
Eckerd
|
Dunwoody Hall
(5)
|
|
1997
|
|
1986
|
|
89,551
|
|
|
100.0
|
%
|
|
Publix
|
|
Eckerd
|
Dunwoody Village
|
|
1997
|
|
1975
|
|
120,169
|
|
|
86.2
|
%
|
|
Fresh Market
|
|
Walgreens, Dunwoody Prep
|
Howell Mill Village
|
|
2004
|
|
1984
|
|
92,280
|
|
|
91.9
|
%
|
|
Publix
|
|
Eckerd
|
King Plaza
(5)
|
|
2007
|
|
1998
|
|
81,432
|
|
|
90.8
|
%
|
|
Publix
|
|
—
|
Loehmanns Plaza Georgia
|
|
1997
|
|
1986
|
|
137,139
|
|
|
98.5
|
%
|
|
—
|
|
Loehmann's, Office Max, Dance 101
|
Lost Mountain Crossing
(5)
|
|
2007
|
|
1994
|
|
72,568
|
|
|
94.7
|
%
|
|
Publix
|
|
—
|
Paces Ferry Plaza
|
|
1997
|
|
1987
|
|
61,698
|
|
|
93.5
|
%
|
|
—
|
|
Harry Norman Realtors
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Powers Ferry Square
|
|
1997
|
|
1987
|
|
97,897
|
|
|
94.9
|
%
|
|
—
|
|
CVS, PETCO
|
Powers Ferry Village
|
|
1997
|
|
1994
|
|
78,896
|
|
|
100.0
|
%
|
|
Publix
|
|
Mardi Gras, Brush Creek Package
|
Russell Ridge
|
|
1994
|
|
1995
|
|
98,559
|
|
|
93.8
|
%
|
|
Kroger
|
|
—
|
Sandy Springs
|
|
2012
|
|
1959
|
|
116,094
|
|
|
94.4
|
%
|
|
—
|
|
Trader Joe's, Pier 1, Party City
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (GA)
|
|
|
|
|
|
1,629,178
|
|
|
93.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
PENNSYLVANIA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allentown / Bethlehem
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allen Street Shopping Center
(5)
|
|
2005
|
|
1958
|
|
46,228
|
|
|
100.0
|
%
|
|
Ahart Market
|
|
—
|
Lower Nazareth Commons
|
|
2007
|
|
2007
|
|
90,210
|
|
|
98.2
|
%
|
|
(Target), Sports Authority
|
|
PETCO
|
Stefko Boulevard Shopping Center
(5)
|
|
2005
|
|
1976
|
|
133,899
|
|
|
88.3
|
%
|
|
Valley Farm Market
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Harrisburg
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Silver Spring Square
(5)
|
|
2005
|
|
2005
|
|
314,450
|
|
|
99.0
|
%
|
|
Wegmans, (Target)
|
|
Ross Dress For Less, Bed Bath and Beyond, Best Buy, Office Max, Ulta, PETCO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Philadelphia
|
|
|
|
|
|
|
|
|
|
|
|
|
||
City Avenue Shopping Center
(5)
|
|
2005
|
|
1960
|
|
159,406
|
|
|
94.2
|
%
|
|
—
|
|
Ross Dress for Less, TJ Maxx, Sears
|
Gateway Shopping Center
|
|
2004
|
|
1960
|
|
214,213
|
|
|
99.3
|
%
|
|
Trader Joe's
|
|
Staples, TJ Maxx, Famous Footwear, Jo-Ann Fabrics
|
Kulpsville Village Center
|
|
2006
|
|
2006
|
|
14,820
|
|
|
100.0
|
%
|
|
—
|
|
Walgreens
|
Mercer Square Shopping Center
(5)
|
|
2005
|
|
1988
|
|
91,400
|
|
|
96.7
|
%
|
|
Wies Markets
|
|
—
|
Newtown Square Shopping Center
(5)
|
|
2005
|
|
1970
|
|
146,959
|
|
|
94.9
|
%
|
|
Acme Markets
|
|
Rite Aid
|
Warwick Square Shopping Center
(5)
|
|
2005
|
|
1999
|
|
89,680
|
|
|
100.0
|
%
|
|
Giant Food
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hershey
|
|
2000
|
|
2000
|
|
6,000
|
|
|
100.0
|
%
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (PA)
|
|
|
|
|
|
1,307,265
|
|
|
96.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WASHINGTON
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Portland
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Orchards Market Center I
(5)
|
|
2002
|
|
2004
|
|
100,663
|
|
|
100.0
|
%
|
|
Wholesale Sports
|
|
Jo-Ann Fabrics, PETCO, (Rite Aid)
|
Orchards Market Center II
|
|
2005
|
|
2005
|
|
77,478
|
|
|
92.1
|
%
|
|
LA Fitness
|
|
Office Depot
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Seattle
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Aurora Marketplace
(5)
|
|
2005
|
|
1991
|
|
106,921
|
|
|
97.5
|
%
|
|
Safeway
|
|
TJ Maxx
|
Cascade Plaza
(5)
|
|
1999
|
|
1999
|
|
211,072
|
|
|
91.7
|
%
|
|
Safeway
|
|
Fashion Bug, Jo-Ann Fabrics, Ross Dress For Less, Big Lots, Fitness Evolution
|
Eastgate Plaza
(5)
|
|
2005
|
|
1956
|
|
78,230
|
|
|
97.3
|
%
|
|
Albertsons
|
|
Rite Aid
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
Boston
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Shops at Saugus
|
|
2006
|
|
2006
|
|
86,855
|
|
|
94.4
|
%
|
|
Trader Joe's
|
|
La-Z-Boy, PetSmart
|
Twin City Plaza
|
|
2006
|
|
2004
|
|
270,242
|
|
|
94.6
|
%
|
|
Shaw's, Marshall's
|
|
Rite Aid, K&G Fashion, Dollar Tree, Gold's Gym, Extra Space Storage
|
Speedway Plaza
(5)
|
|
2006
|
|
1988
|
|
148,767
|
|
|
95.4
|
%
|
|
Stop & Shop, Burlington Coat Factory
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (MA)
|
|
|
|
|
|
505,864
|
|
|
94.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ARIZONA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Phoenix
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Anthem Marketplace
|
|
2003
|
|
2000
|
|
113,293
|
|
|
91.4
|
%
|
|
Safeway
|
|
—
|
Palm Valley Marketplace
(5)
|
|
2001
|
|
1999
|
|
107,633
|
|
|
89.2
|
%
|
|
Safeway
|
|
—
|
Pima Crossing
|
|
1999
|
|
1996
|
|
238,275
|
|
|
93.6
|
%
|
|
Golf & Tennis Pro Shop, Inc.
|
|
Life Time Fitness, E & J Designer Shoe Outlet, Paddock Pools Store, Pier 1 Imports, Stein Mart
|
Shops at Arizona
|
|
2003
|
|
2000
|
|
35,710
|
|
|
41.0
|
%
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (AZ)
|
|
|
|
|
|
494,911
|
|
|
88.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
MISSOURI
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
St. Louis
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Brentwood Plaza
|
|
2007
|
|
2002
|
|
60,452
|
|
|
96.5
|
%
|
|
Schnucks
|
|
—
|
Bridgeton
|
|
2007
|
|
2005
|
|
70,762
|
|
|
97.3
|
%
|
|
Schnucks, (Home Depot)
|
|
—
|
Dardenne Crossing
|
|
2007
|
|
1996
|
|
67,430
|
|
|
100.0
|
%
|
|
Schnucks
|
|
—
|
Kirkwood Commons
|
|
2007
|
|
2000
|
|
209,703
|
|
|
100.0
|
%
|
|
Wal-Mart, (Target), (Lowe's)
|
|
TJ Maxx, HomeGoods, Famous Footwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (MO)
|
|
|
|
|
|
408,347
|
|
|
99.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TENNESSEE
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Nashville
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Harpeth Village Fieldstone
|
|
1997
|
|
1998
|
|
70,091
|
|
|
97.7
|
%
|
|
Publix
|
|
—
|
Lebanon Center
|
|
2006
|
|
2006
|
|
63,800
|
|
|
94.0
|
%
|
|
Publix
|
|
—
|
Northlake Village
|
|
2000
|
|
1988
|
|
137,807
|
|
|
92.2
|
%
|
|
Kroger
|
|
PETCO
|
Peartree Village
|
|
1997
|
|
1997
|
|
109,506
|
|
|
100.0
|
%
|
|
Harris Teeter
|
|
PETCO, Office Max
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other Tennessee
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dickson Tn
|
|
1998
|
|
1998
|
|
10,908
|
|
|
100.0
|
%
|
|
—
|
|
Eckerd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (TN)
|
|
|
|
|
|
392,112
|
|
|
95.9
|
%
|
|
|
|
|
Property Name
(1)
|
|
Year
Acquired
|
|
Year
Con- structed (2) |
|
Gross Leasable Area
(GLA)
|
|
Percent
Leased (3) |
|
Grocer & Major Tenant(s) >40,000 Sq Ft
(6)
|
|
Drug Stores & Other Junior Anchors > 10,000 Sq Ft
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
SOUTH CAROLINA
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Charleston
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Merchants Village
(5)
|
|
1997
|
|
1997
|
|
79,649
|
|
|
97.0
|
%
|
|
Publix
|
|
—
|
Orangeburg
|
|
2006
|
|
2006
|
|
14,820
|
|
|
100.0
|
%
|
|
—
|
|
Walgreens
|
Queensborough Shopping Center
(5)
|
|
1998
|
|
1993
|
|
82,333
|
|
|
93.9
|
%
|
|
Publix
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Columbia
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Murray Landing
(5)
|
|
2002
|
|
2003
|
|
64,359
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Buckwalter Village
|
|
2006
|
|
2006
|
|
59,601
|
|
|
100.0
|
%
|
|
Publix
|
|
—
|
Surfside Beach Commons
(5)
|
|
2007
|
|
1999
|
|
59,881
|
|
|
94.7
|
%
|
|
Bi-Lo
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (SC)
|
|
|
|
|
|
360,643
|
|
|
97.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Las Vegas
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Deer Springs Town Center
|
|
2007
|
|
2007
|
|
330,907
|
|
|
91.1
|
%
|
|
(Target), Home Depot, Toys "R" Us
|
|
Michaels, PetSmart, Ross Dress For Less, Staples
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (NV)
|
|
|
|
|
|
330,907
|
|
|
91.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
DELAWARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dover
|
|
|
|
|
|
|
|
|
|
|
|
|
||
White Oak - Dover, DE
|
|
2000
|
|
2000
|
|
10,908
|
|
|
100.0
|
%
|
|
—
|
|
Eckerd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Wilmington
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pike Creek
|
|
1998
|
|
1981
|
|
232,031
|
|
|
94.0
|
%
|
|
Acme Markets, K-Mart
|
|
Rite Aid
|
Shoppes of Graylyn
(5)
|
|
2005
|
|
1971
|
|
66,808
|
|
|
100.0
|
%
|
|
—
|
|
Rite Aid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal/Weighted Average (DE)
|
|
|
|
|
|
309,747
|
|
|
95.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WISCONSIN
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Whitnall Square Shopping Center
(5)
|
|
2005
|
|
1989
|
|
133,421
|
|
|
98.4
|
%
|
|
Pick 'N' Save
|
|
Harbor Freight Tools, Dollar Tree
|
Racine Centre Shopping Center
(5)
|
|
2005
|
|
1988
|
|
135,827
|
|
|
95.4
|
%
|
|
Piggly Wiggly
|
|
Golds Gym, Factory Card Outlet, Dollar Tree
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 5.
|
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
Cash
|
|
|
|
Cash
|
||||||
Quarter
|
|
High
|
Low
|
Dividends
|
|
High
|
Low
|
Dividends
|
||||||
Ended
|
|
Price
|
Price
|
Declared
|
|
Price
|
Price
|
Declared
|
||||||
March 31
|
$
|
44.78
|
|
40.90
|
|
0.4625
|
|
$
|
45.36
|
|
40.90
|
|
0.4625
|
|
June 30
|
|
47.99
|
|
41.65
|
|
0.4625
|
|
|
47.51
|
|
41.00
|
|
0.4625
|
|
September 30
|
|
51.38
|
|
45.81
|
|
0.4625
|
|
|
47.90
|
|
34.11
|
|
0.4625
|
|
December 31
|
|
50.40
|
|
36.30
|
|
0.4625
|
|
|
41.64
|
|
32.30
|
|
0.4625
|
|
|
Total Distribution per Share
|
Ordinary Dividends
|
Total Capital Gain Distributions
|
Nontaxable Distributions
|
|||||
2012
|
$
|
1.8500
|
|
1.3135
|
|
0.0185
|
|
0.5180
|
|
2011
|
$
|
1.8500
|
|
0.6105
|
|
0.0185
|
|
1.2210
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
496,920
|
|
|
493,098
|
|
|
468,191
|
|
|
470,593
|
|
|
479,467
|
|
|
Operating expenses
|
|
321,258
|
|
|
318,128
|
|
|
306,100
|
|
|
294,802
|
|
|
258,789
|
|
|
Other expense
|
|
185,740
|
|
|
136,275
|
|
|
147,434
|
|
|
210,085
|
|
|
117,061
|
|
|
(Loss) Income before equity in income (loss) of investments in real estate partnerships
|
|
(10,078
|
)
|
|
38,695
|
|
|
14,657
|
|
|
(34,294
|
)
|
|
103,617
|
|
|
Equity in income (loss) of investments in real estate partnerships
|
|
23,807
|
|
|
9,643
|
|
|
(12,884
|
)
|
|
(26,373
|
)
|
|
5,292
|
|
|
Income (loss) from continuing operations before tax
|
|
13,729
|
|
|
48,338
|
|
|
1,773
|
|
|
(60,667
|
)
|
|
108,909
|
|
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
|
1,883
|
|
|
(1,600
|
)
|
|
Income (loss) from continuing operations
|
|
505
|
|
|
45,344
|
|
|
3,106
|
|
|
(62,550
|
)
|
|
110,509
|
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
|
14,157
|
|
|
16,629
|
|
|
Income (loss) before gain on sale of real estate
|
|
24,051
|
|
|
53,384
|
|
|
12,008
|
|
|
(48,393
|
)
|
|
127,138
|
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
|
19,357
|
|
|
20,346
|
|
|
Net income (loss)
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
|
(29,036
|
)
|
|
147,484
|
|
|
Net income attributable to noncontrolling interests
|
|
(342
|
)
|
|
(4,418
|
)
|
|
(4,185
|
)
|
|
(3,961
|
)
|
|
(5,333
|
)
|
|
Net income (loss) attributable to the Company
|
|
25,867
|
|
|
51,370
|
|
|
8,816
|
|
|
(32,997
|
)
|
|
142,151
|
|
|
Preferred stock dividends
|
|
(32,531
|
)
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
Net (loss) income attributable to common stockholders
|
|
(6,664
|
)
|
|
31,695
|
|
|
(10,859
|
)
|
|
(52,672
|
)
|
|
122,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Funds from operations
(1)
|
|
222,100
|
|
|
220,318
|
|
|
151,321
|
|
|
85,758
|
|
|
263,848
|
|
|
Core funds from operations
(1)
|
|
230,937
|
|
|
213,148
|
|
|
199,357
|
|
|
207,971
|
|
|
240,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income per Common Share - diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
(Loss) income from continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
|
(0.89
|
)
|
|
1.52
|
|
|
Income from discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
|
0.19
|
|
|
0.24
|
|
|
Net (loss) income attributable to common stockholders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
|
(0.70
|
)
|
|
1.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash provided by operating activities
|
$
|
257,215
|
|
|
217,633
|
|
|
138,459
|
|
|
195,804
|
|
|
211,314
|
|
|
Net cash provided by (used in) investing activities
|
|
3,623
|
|
|
(77,723
|
)
|
|
(184,457
|
)
|
|
51,545
|
|
|
(105,006
|
)
|
|
Net cash used in financing activities
|
|
(249,891
|
)
|
|
(145,569
|
)
|
|
(32,797
|
)
|
|
(164,279
|
)
|
|
(105,144
|
)
|
|
Distributions paid to common stockholders
|
|
164,747
|
|
|
160,478
|
|
|
149,117
|
|
|
159,670
|
|
|
199,528
|
|
|
Common dividends declared per share
|
|
1.85
|
|
|
1.85
|
|
|
1.85
|
|
|
2.11
|
|
|
2.90
|
|
|
Common stock outstanding including exchangeable operating partnership units
|
|
90,572
|
|
|
90,099
|
|
|
81,717
|
|
|
81,670
|
|
|
70,091
|
|
|
Ratio of earnings to fixed charges
(3)
|
|
1.1
|
|
|
1.4
|
|
|
1.2
|
|
|
0.8
|
|
(2)
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Real estate investments before accumulated depreciation
|
$
|
4,352,839
|
|
|
4,488,794
|
|
|
4,417,746
|
|
|
4,259,990
|
|
|
4,425,895
|
|
|
Total assets
|
|
3,853,458
|
|
|
3,987,071
|
|
|
3,994,539
|
|
|
3,992,228
|
|
|
4,158,568
|
|
|
Total debt
|
|
1,941,891
|
|
|
1,982,440
|
|
|
2,094,469
|
|
|
1,886,380
|
|
|
2,135,571
|
|
|
Total liabilities
|
|
2,107,547
|
|
|
2,117,417
|
|
|
2,250,137
|
|
|
2,061,621
|
|
|
2,416,824
|
|
|
Stockholders' equity
|
|
1,730,765
|
|
|
1,808,355
|
|
|
1,685,177
|
|
|
1,862,380
|
|
|
1,676,323
|
|
|
Noncontrolling interests
|
|
15,146
|
|
|
61,299
|
|
|
59,225
|
|
|
68,227
|
|
|
65,421
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
496,920
|
|
|
493,098
|
|
|
468,191
|
|
|
470,593
|
|
|
479,467
|
|
|
Operating expenses
|
|
321,258
|
|
|
318,128
|
|
|
306,100
|
|
|
294,802
|
|
|
258,789
|
|
|
Other expense
|
|
185,740
|
|
|
136,275
|
|
|
147,434
|
|
|
210,085
|
|
|
117,061
|
|
|
(Loss) income before equity in income (loss) of investments in real estate partnerships
|
|
(10,078
|
)
|
|
38,695
|
|
|
14,657
|
|
|
(34,294
|
)
|
|
103,617
|
|
|
Equity in income (loss) of investments in real estate partnerships
|
|
23,807
|
|
|
9,643
|
|
|
(12,884
|
)
|
|
(26,373
|
)
|
|
5,292
|
|
|
Income (loss) from continuing operations before tax
|
|
13,729
|
|
|
48,338
|
|
|
1,773
|
|
|
(60,667
|
)
|
|
108,909
|
|
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
|
1,883
|
|
|
(1,600
|
)
|
|
Income (loss) from continuing operations
|
|
505
|
|
|
45,344
|
|
|
3,106
|
|
|
(62,550
|
)
|
|
110,509
|
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
|
14,157
|
|
|
16,629
|
|
|
Income (loss) before gain on sale of real estate
|
|
24,051
|
|
|
53,384
|
|
|
12,008
|
|
|
(48,393
|
)
|
|
127,138
|
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
|
19,357
|
|
|
20,346
|
|
|
Net income (loss)
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
|
(29,036
|
)
|
|
147,484
|
|
|
Net income attributable to noncontrolling interests
|
|
(865
|
)
|
|
(590
|
)
|
|
(376
|
)
|
|
(452
|
)
|
|
(701
|
)
|
|
Net income (loss) attributable to the Partnership
|
|
25,344
|
|
|
55,198
|
|
|
12,625
|
|
|
(29,488
|
)
|
|
146,783
|
|
|
Preferred unit distributions
|
|
(31,902
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
Net (loss) income attributable to common unit holders
|
|
(6,558
|
)
|
|
31,798
|
|
|
(10,775
|
)
|
|
(52,888
|
)
|
|
123,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Funds from operations
(1)
|
|
222,100
|
|
|
220,318
|
|
|
151,321
|
|
|
85,758
|
|
|
263,848
|
|
|
Core funds from operations
(1)
|
|
230,937
|
|
|
213,148
|
|
|
199,357
|
|
|
207,971
|
|
|
240,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income per common unit - diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
(Loss) income from continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
|
(0.89
|
)
|
|
1.52
|
|
|
Income from discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
|
0.19
|
|
|
0.24
|
|
|
Net (loss) income attributable to common unit holders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
|
(0.70
|
)
|
|
1.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash provided by operating activities
|
$
|
257,215
|
|
|
217,633
|
|
|
138,459
|
|
|
195,804
|
|
|
211,314
|
|
|
Net cash provided by (used in) investing activities
|
|
3,623
|
|
|
(77,723
|
)
|
|
(184,457
|
)
|
|
51,545
|
|
|
(105,006
|
)
|
|
Net cash used in financing activities
|
|
(249,891
|
)
|
|
(145,569
|
)
|
|
(32,797
|
)
|
|
(164,279
|
)
|
|
(105,144
|
)
|
|
Distributions paid on common units
|
|
164,747
|
|
|
160,478
|
|
|
149,117
|
|
|
159,670
|
|
|
199,528
|
|
|
Ratio of earnings to fixed charges
(3)
|
|
1.1
|
|
|
1.4
|
|
|
1.2
|
|
|
0.8
|
|
(2)
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Real estate investments before accumulated depreciation
|
$
|
4,352,839
|
|
|
4,488,794
|
|
|
4,417,746
|
|
|
4,259,990
|
|
|
4,425,895
|
|
|
Total assets
|
|
3,853,458
|
|
|
3,987,071
|
|
|
3,994,539
|
|
|
3,992,228
|
|
|
4,158,568
|
|
|
Total debt
|
|
1,941,891
|
|
|
1,982,440
|
|
|
2,094,469
|
|
|
1,886,380
|
|
|
2,135,571
|
|
|
Total liabilities
|
|
2,107,547
|
|
|
2,117,417
|
|
|
2,250,137
|
|
|
2,061,621
|
|
|
2,416,824
|
|
|
Partners' capital
|
|
1,729,612
|
|
|
1,856,550
|
|
|
1,733,573
|
|
|
1,918,859
|
|
|
1,733,764
|
|
|
Noncontrolling interests
|
|
16,299
|
|
|
13,104
|
|
|
10,829
|
|
|
11,748
|
|
|
7,980
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||
Number of Properties
|
|
204
|
|
|
217
|
|
Properties in Development
|
|
4
|
|
|
7
|
|
Gross Leasable Area
|
|
22,532
|
|
23,750
|
||
% Leased – Operating and Development
|
|
94.1
|
%
|
|
92.2
|
%
|
% Leased – Operating
|
|
94.4
|
%
|
|
93.2
|
%
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||
Number of Properties
|
|
144
|
|
|
147
|
|
Gross Leasable Area
|
|
17,762
|
|
|
18,399
|
|
% Leased – Operating
|
|
95.2
|
%
|
|
94.8
|
%
|
|
|
|
|
|
|
Leasing Transactions
|
GLA (in thousands)
|
Base Rent / SF
|
Tenant Improvements / SF
|
Leasing Commissions / SF
|
New leases
|
695
|
2,143
|
$19.68
|
$4.33
|
$7.70
|
Renewals
|
1,105
|
2,967
|
$18.27
|
$0.32
|
$2.15
|
Total
|
1,800
|
5,110
|
$18.86
|
$2.00
|
$4.48
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Net cash provided by operating activities
|
$
|
257,215
|
|
|
217,633
|
|
|
138,459
|
|
Net cash provided by (used in) investing activities
|
|
3,623
|
|
|
(77,723
|
)
|
|
(184,457
|
)
|
Net cash used in financing activities
|
|
(249,891
|
)
|
|
(145,569
|
)
|
|
(32,797
|
)
|
Net increase (decrease) in cash and cash equivalents
|
$
|
10,947
|
|
|
(5,659
|
)
|
|
(78,795
|
)
|
•
|
Receiving proceeds of
$352.7 million
from the sale of real estate including $273.5 million from the sale of a 15-property portfolio to a partnership in which Regency retained a non-controlling interest;
|
•
|
Contributing $14.2 million to a co-investment partnership for our pro rata ownership interest in Lake Grove Commons, a shopping center acquired in January 2012;
|
•
|
Contributing $37.6 million to a co-investment partnership for our pro rata share to repay maturing debt;
|
•
|
Contributing $6.6 million to a co-investment partnership for our pro rata share of redevelopment costs;
|
•
|
Contributing $1.7 million to a new co-investment partnership for our pro rata share of the acquisition of land;
|
•
|
Contributing $6.2 million to a new co-investment partnership for our pro rata ownership interest in Phillips Place, a shopping center acquired in December 2012; and
|
•
|
Capital expenditures incurred for the acquisition, development, redevelopment, improvement and leasing of our real estate properties was $
320.6 million
and $
152.7 million
for the years ended
December 31, 2012
, and
2011
(in thousands), respectively as follows:
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Capital expenditures:
|
|
|
|
|
|
|
|||
Acquisition of operating real estate
|
$
|
156,026
|
|
|
70,629
|
|
|
85,397
|
|
|
|
|
|
|
|
|
|||
Acquisition of land for development / redevelopment
|
$
|
27,100
|
|
|
2,308
|
|
|
24,792
|
|
Development costs
|
|
71,702
|
|
|
24,813
|
|
|
46,889
|
|
Redevelopment costs
|
|
10,944
|
|
|
11,552
|
|
|
(608
|
)
|
Tenant allowances
|
|
8,664
|
|
|
9,501
|
|
|
(837
|
)
|
Capitalized interest
|
|
3,686
|
|
|
1,480
|
|
|
2,206
|
|
Capitalized direct compensation
|
|
10,312
|
|
|
5,538
|
|
|
4,774
|
|
Building improvements and other
|
|
32,180
|
|
|
26,877
|
|
|
5,303
|
|
Real estate development and capital improvements
|
$
|
164,588
|
|
|
82,069
|
|
|
82,519
|
|
Total
|
$
|
320,614
|
|
|
152,698
|
|
|
167,916
|
|
•
|
During the year ended
December 31, 2012
, we acquired five operating properties and five land parcels for
$156.0 million
and
$27.1 million
, respectively, compared to acquiring three operating properties and two land parcels for
$70.6 million
and
$2.3 million
, respectively, during the year ended
December 31, 2011
.
|
•
|
The increase in building improvements and other capital expenditures is due to normal ongoing improvements that may be capitalized for our existing centers.
|
•
|
During 2012, we started five new developments and one redevelopment as compared to starting four new developments and four redevelopments during 2011; however, two of the developments started in 2011 occurred during the fourth quarter of
2011
and contributed to the increased capitalization in
2012
.
|
•
|
On January 15, 2012, the Operating Partnership repaid $192.4 million of maturing 6.75% ten-year unsecured notes;
|
•
|
On February 9, 2012, the Operating Partnership purchased all of its issued and outstanding 7.45% Series D Preferred Units, at a
3.75%
discount to par, for net redemption costs of $48.1 million;
|
•
|
On
February 16, 2012
, the Parent Company issued
10 million
shares of
6.625%
Series 6 Cumulative Redeemable Preferred Shares with a liquidation preference of
$25
per share, resulting in proceeds of
$241.4 million
, net of issuance costs;
|
•
|
On March 31, 2012, the Parent Company redeemed all issued and outstanding shares of 7.45% Series 3 and 7.25% Series 4 Cumulative Redeemable Preferred Shares for $200.0 million;
|
•
|
On
August 23, 2012
, the Parent Company issued
3 million
shares of
6.00%
Series 7 Cumulative Redeemable Preferred Shares with a liquidation preference of
$25
per share, resulting in proceeds of
$72.5 million
, net of issuance costs;
|
•
|
On September 13, 2012, the Parent Company redeemed all issued and outstanding shares of 6.70% Series 5 Cumulative Redeemable Preferred Shares for $75.0 million;
|
•
|
During the third quarter of 2012, the Parent Company issued
442,786
shares of common stock through its at-the-market ("ATM") common equity issuance program resulting in proceeds, net of commissions and issuance costs, of
$21.5 million
;
|
•
|
During 2012, we borrowed $250.0 million available under a Term Loan and repaid $150 million using the proceeds from the sale of real estate previously discussed. Our Term Loan has no remaining borrowing capacity and matures in December 2016.
|
|
|
2012
|
|
2011
|
||
Number of Co-investment Partnerships
|
|
19
|
|
|
16
|
|
Regency’s Ownership
|
|
20%-50%
|
|
|
20%-50%
|
|
Number of Properties
|
|
144
|
|
|
147
|
|
Combined Assets
(1)
|
$
|
3,434,954
|
|
|
3,501,775
|
|
Combined Liabilities
(1)
|
$
|
1,933,488
|
|
|
1,992,213
|
|
Combined Equity
(1)
|
$
|
1,501,466
|
|
|
1,509,562
|
|
Regency’s Share of
(1)(2)(3)
:
|
|
|
|
|
||
Assets
|
$
|
1,154,387
|
|
|
1,160,954
|
|
Liabilities
|
$
|
635,882
|
|
|
648,533
|
|
(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 as further described in Note 4 to the Consolidated Financial Statements.
|
•
|
Reserves for
$9.3 million
related to our pro-rata share of environmental remediation as discussed herein under
Environmental Matters
as the timing of the remediation payments is not currently known;
|
•
|
Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;
|
•
|
Letters of credit of
$20.8 million
issued to cover performance obligations on certain development projects, which will be satisfied upon completion of the development projects; and
|
•
|
Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in Note 13 to the Consolidated Financial Statements.
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Minimum rent
|
$
|
359,350
|
|
|
350,223
|
|
|
9,127
|
|
Percentage rent
|
|
3,327
|
|
|
2,996
|
|
|
331
|
|
Recoveries from tenants and other income
|
|
107,732
|
|
|
105,899
|
|
|
1,833
|
|
Management, transaction, and other fees
|
|
26,511
|
|
|
33,980
|
|
|
(7,469
|
)
|
Total revenues
|
$
|
496,920
|
|
|
493,098
|
|
|
3,822
|
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Asset management fees
|
$
|
6,488
|
|
|
6,705
|
|
|
(217
|
)
|
Property management fees
|
|
14,224
|
|
|
14,910
|
|
|
(686
|
)
|
Leasing commissions and other fees
|
|
5,799
|
|
|
7,365
|
|
|
(1,566
|
)
|
Transaction fees
|
|
—
|
|
|
5,000
|
|
|
(5,000
|
)
|
|
$
|
26,511
|
|
|
33,980
|
|
|
(7,469
|
)
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Depreciation and amortization
|
$
|
126,808
|
|
|
128,963
|
|
|
(2,155
|
)
|
Operating and maintenance
|
|
69,900
|
|
|
71,707
|
|
|
(1,807
|
)
|
General and administrative
|
|
61,700
|
|
|
56,117
|
|
|
5,583
|
|
Real estate taxes
|
|
55,604
|
|
|
54,622
|
|
|
982
|
|
Other expenses
|
|
7,246
|
|
|
6,719
|
|
|
527
|
|
Total operating expenses
|
$
|
321,258
|
|
|
318,128
|
|
|
3,130
|
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Interest expense, net
|
$
|
112,129
|
|
|
123,645
|
|
|
(11,516
|
)
|
Provision for impairment
|
|
74,816
|
|
|
12,424
|
|
|
62,392
|
|
Early extinguishment of debt
|
|
852
|
|
|
—
|
|
|
852
|
|
Net investment (income) loss from deferred compensation plan
|
|
(2,057
|
)
|
|
206
|
|
|
(2,263
|
)
|
|
$
|
185,740
|
|
|
136,275
|
|
|
49,465
|
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Interest on notes payable
|
$
|
103,610
|
|
|
116,343
|
|
|
(12,733
|
)
|
Interest on unsecured credit facilities
|
|
4,388
|
|
|
1,746
|
|
|
2,642
|
|
Capitalized interest
|
|
(3,686
|
)
|
|
(1,480
|
)
|
|
(2,206
|
)
|
Hedge interest
|
|
9,492
|
|
|
9,478
|
|
|
14
|
|
Interest income
|
|
(1,675
|
)
|
|
(2,442
|
)
|
|
767
|
|
|
$
|
112,129
|
|
|
123,645
|
|
|
(11,516
|
)
|
|
|
2012
|
|
2011
|
|
Change
|
|||
Income from continuing operations before tax
|
$
|
13,729
|
|
|
48,338
|
|
|
(34,609
|
)
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
13,224
|
|
|
2,994
|
|
|
10,230
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
15,506
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
(246
|
)
|
Income attributable to noncontrolling interests
|
|
(342
|
)
|
|
(4,418
|
)
|
|
4,076
|
|
Preferred stock dividends
|
|
(32,531
|
)
|
|
(19,675
|
)
|
|
(12,856
|
)
|
Net (loss) income attributable to common stockholders
|
$
|
(6,664
|
)
|
|
31,695
|
|
|
(38,359
|
)
|
Net income attributable to exchangeable operating partnership units
|
|
(106
|
)
|
|
(103
|
)
|
|
(3
|
)
|
Net (loss) income attributable to common unit holders
|
$
|
(6,558
|
)
|
|
31,798
|
|
|
(38,356
|
)
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Minimum rent
|
$
|
350,223
|
|
|
332,159
|
|
|
18,064
|
|
Percentage rent
|
|
2,996
|
|
|
2,540
|
|
|
456
|
|
Recoveries from tenants and other income
|
|
105,899
|
|
|
104,092
|
|
|
1,807
|
|
Management, transaction, and other fees
|
|
33,980
|
|
|
29,400
|
|
|
4,580
|
|
Total revenues
|
$
|
493,098
|
|
|
468,191
|
|
|
24,907
|
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Asset management fees
|
$
|
6,705
|
|
|
6,695
|
|
|
10
|
|
Property management fees
|
|
14,910
|
|
|
15,599
|
|
|
(689
|
)
|
Transaction fees
|
|
5,000
|
|
|
2,594
|
|
|
2,406
|
|
Leasing commissions and other fees
|
|
7,365
|
|
|
4,512
|
|
|
2,853
|
|
|
$
|
33,980
|
|
|
29,400
|
|
|
4,580
|
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Depreciation and amortization
|
$
|
128,963
|
|
|
118,398
|
|
|
10,565
|
|
Operating and maintenance
|
|
71,707
|
|
|
67,514
|
|
|
4,193
|
|
General and administrative
|
|
56,117
|
|
|
61,505
|
|
|
(5,388
|
)
|
Real estate taxes
|
|
54,622
|
|
|
52,386
|
|
|
2,236
|
|
Other expenses
|
|
6,719
|
|
|
6,297
|
|
|
422
|
|
Total operating expenses
|
$
|
318,128
|
|
|
306,100
|
|
|
12,028
|
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Interest expense, net
|
$
|
123,645
|
|
|
125,287
|
|
|
(1,642
|
)
|
Provision for impairment
|
|
12,424
|
|
|
19,886
|
|
|
(7,462
|
)
|
Early extinguishment of debt
|
|
—
|
|
|
4,243
|
|
|
(4,243
|
)
|
Net investment (income) loss from deferred compensation plan
|
|
206
|
|
|
(1,982
|
)
|
|
2,188
|
|
|
$
|
136,275
|
|
|
147,434
|
|
|
(11,159
|
)
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Interest on notes payable
|
$
|
116,343
|
|
|
125,788
|
|
|
(9,445
|
)
|
Interest on unsecured credit facilities
|
|
1,746
|
|
|
1,430
|
|
|
316
|
|
Capitalized interest
|
|
(1,480
|
)
|
|
(5,099
|
)
|
|
3,619
|
|
Hedge interest
|
|
9,478
|
|
|
5,576
|
|
|
3,902
|
|
Interest income
|
|
(2,442
|
)
|
|
(2,408
|
)
|
|
(34
|
)
|
|
$
|
123,645
|
|
|
125,287
|
|
|
(1,642
|
)
|
|
|
2011
|
|
2010
|
|
Change
|
|||
Income from continuing operations before tax
|
$
|
48,338
|
|
|
1,773
|
|
|
46,565
|
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
2,994
|
|
|
(1,333
|
)
|
|
4,327
|
|
Income from discontinued operations
|
|
8,040
|
|
|
8,902
|
|
|
(862
|
)
|
Gain on sale of real estate
|
|
2,404
|
|
|
993
|
|
|
1,411
|
|
Income attributable to noncontrolling interests
|
|
(4,418
|
)
|
|
(4,185
|
)
|
|
(233
|
)
|
Preferred stock dividends
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
—
|
|
Net income (loss) attributable to common stockholders
|
$
|
31,695
|
|
|
(10,859
|
)
|
|
42,554
|
|
Net income attributable to exchangeable operating partnership units
|
|
(103
|
)
|
|
(84
|
)
|
|
(19
|
)
|
Net income (loss) attributable to common unit holders
|
$
|
31,798
|
|
|
(10,775
|
)
|
|
42,573
|
|
|
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 this 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 net income 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 income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains and losses and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below.
|
|
|
2012
|
|
2011
|
||||||||||||||
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
||||||
Income (loss) from continuing operations
|
$
|
140,054
|
|
|
(139,549
|
)
|
|
505
|
|
|
160,784
|
|
|
(115,440
|
)
|
|
45,344
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Management, transaction, and other fees
|
|
—
|
|
|
26,511
|
|
|
26,511
|
|
|
—
|
|
|
33,980
|
|
|
33,980
|
|
Other
(2)
|
|
5,511
|
|
|
1,685
|
|
|
7,196
|
|
|
5,169
|
|
|
1,125
|
|
|
6,294
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
103,775
|
|
|
23,033
|
|
|
126,808
|
|
|
103,294
|
|
|
25,669
|
|
|
128,963
|
|
General and administrative
|
|
—
|
|
|
61,700
|
|
|
61,700
|
|
|
—
|
|
|
56,117
|
|
|
56,117
|
|
Other operating expense, excluding provision for doubtful accounts
|
|
9
|
|
|
4,230
|
|
|
4,239
|
|
|
328
|
|
|
3,376
|
|
|
3,704
|
|
Other expense (income)
|
|
82,499
|
|
|
103,241
|
|
|
185,740
|
|
|
41,659
|
|
|
94,616
|
|
|
136,275
|
|
Equity in income (loss) of investments in real estate excluded from NOI
(3)
|
|
63,053
|
|
|
3,489
|
|
|
66,542
|
|
|
69,079
|
|
|
10,060
|
|
|
79,139
|
|
Income tax expense of taxable REIT subsidiary
|
|
—
|
|
|
13,224
|
|
|
13,224
|
|
|
—
|
|
|
2,994
|
|
|
2,994
|
|
NOI from properties sold
|
|
—
|
|
|
2,781
|
|
|
2,781
|
|
|
—
|
|
|
10,203
|
|
|
10,203
|
|
NOI
|
$
|
383,879
|
|
|
43,953
|
|
|
427,832
|
|
|
369,975
|
|
|
52,490
|
|
|
422,465
|
|
•
|
We have a
$800.0 million
Line commitment and a $100.0 million Term Loan commitment, as further described in Note 8 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon a
annual rate of LIBOR plus 117.5 basis points
and our Term Loan has a
variable interest rate of LIBOR plus 145 basis points
. LIBOR rates charged on our Line commitment and our Term Loan (collectively our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured credit facilities would increase, resulting in higher interest costs.
|
•
|
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.
|
|
|
Regency Centers Corporation:
|
|
|
|
Regency Centers, L.P.:
|
|
|
|
|
|
Financial Statement Schedule
|
|
|
|
2012
|
|
2011
|
||
Assets
|
|
|
|
|
||
Real estate investments at cost (notes 2 and 3):
|
|
|
|
|
||
Land
|
$
|
1,215,659
|
|
|
1,273,606
|
|
Buildings and improvements
|
|
2,502,186
|
|
|
2,604,229
|
|
Properties in development
|
|
192,067
|
|
|
224,077
|
|
|
|
3,909,912
|
|
|
4,101,912
|
|
Less: accumulated depreciation
|
|
782,749
|
|
|
791,619
|
|
|
|
3,127,163
|
|
|
3,310,293
|
|
Investments in real estate partnerships (note 4)
|
|
442,927
|
|
|
386,882
|
|
Net real estate investments
|
|
3,570,090
|
|
|
3,697,175
|
|
Cash and cash equivalents
|
|
22,349
|
|
|
11,402
|
|
Restricted cash
|
|
6,472
|
|
|
6,050
|
|
Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and 2011, respectively
|
|
26,601
|
|
|
37,733
|
|
Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively
|
|
49,990
|
|
|
48,132
|
|
Notes receivable (note 5)
|
|
23,751
|
|
|
35,784
|
|
Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011, respectively
|
|
69,506
|
|
|
70,204
|
|
Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31, 2012 and 2011, respectively (note 6)
|
|
42,459
|
|
|
27,054
|
|
Trading securities held in trust, at fair value (note 13)
|
|
23,429
|
|
|
21,713
|
|
Other assets (note 9)
|
|
18,811
|
|
|
31,824
|
|
Total assets
|
$
|
3,853,458
|
|
|
3,987,071
|
|
Liabilities and Equity
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Notes payable (note 8)
|
$
|
1,771,891
|
|
|
1,942,440
|
|
Unsecured credit facilities (note 8)
|
|
170,000
|
|
|
40,000
|
|
Accounts payable and other liabilities (note 9 and 13)
|
|
127,185
|
|
|
101,899
|
|
Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December 31, 2012 and 2011, respectively (note 6)
|
|
20,325
|
|
|
12,662
|
|
Tenants’ security and escrow deposits and prepaid rent
|
|
18,146
|
|
|
20,416
|
|
Total liabilities
|
|
2,107,547
|
|
|
2,117,417
|
|
Commitments and contingencies (notes 15 and 16)
|
|
|
|
|
||
Equity:
|
|
|
|
|
||
Stockholders’ equity (notes 11 and 12):
|
|
|
|
|
||
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 and 11,000,000 Series 3-7 shares issued and outstanding at December 31, 2012 and 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; 90,394,486 and 89,921,858 shares issued at December 31, 2012 and 2011, respectively
|
|
904
|
|
|
899
|
|
Treasury stock at cost, 335,347 and 338,714 shares held at December 31, 2012 and 2011, respectively
|
|
(14,924
|
)
|
|
(15,197
|
)
|
Additional paid in capital
|
|
2,312,310
|
|
|
2,281,817
|
|
Accumulated other comprehensive loss
|
|
(57,715
|
)
|
|
(71,429
|
)
|
Distributions in excess of net income
|
|
(834,810
|
)
|
|
(662,735
|
)
|
Total stockholders’ equity
|
|
1,730,765
|
|
|
1,808,355
|
|
Noncontrolling interests (note 11):
|
|
|
|
|
||
Series D preferred units, aggregate redemption value of $50,000 at December 31, 2011
|
|
—
|
|
|
49,158
|
|
Exchangeable operating partnership units, aggregate redemption value of $8,348 and $6,665 at December 31, 2012 and 2011, respectively
|
|
(1,153
|
)
|
|
(963
|
)
|
Limited partners’ interests in consolidated partnerships
|
|
16,299
|
|
|
13,104
|
|
Total noncontrolling interests
|
|
15,146
|
|
|
61,299
|
|
Total equity
|
|
1,745,911
|
|
|
1,869,654
|
|
Total liabilities and equity
|
$
|
3,853,458
|
|
|
3,987,071
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Minimum rent
|
$
|
359,350
|
|
|
350,223
|
|
|
332,159
|
|
Percentage rent
|
|
3,327
|
|
|
2,996
|
|
|
2,540
|
|
Recoveries from tenants and other income
|
|
107,732
|
|
|
105,899
|
|
|
104,092
|
|
Management, transaction, and other fees
|
|
26,511
|
|
|
33,980
|
|
|
29,400
|
|
Total revenues
|
|
496,920
|
|
|
493,098
|
|
|
468,191
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
126,808
|
|
|
128,963
|
|
|
118,398
|
|
Operating and maintenance
|
|
69,900
|
|
|
71,707
|
|
|
67,514
|
|
General and administrative
|
|
61,700
|
|
|
56,117
|
|
|
61,505
|
|
Real estate taxes
|
|
55,604
|
|
|
54,622
|
|
|
52,386
|
|
Other expenses
|
|
7,246
|
|
|
6,719
|
|
|
6,297
|
|
Total operating expenses
|
|
321,258
|
|
|
318,128
|
|
|
306,100
|
|
Other expense (income):
|
|
|
|
|
|
|
|||
Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011, and 2010, respectively (note 9)
|
|
112,129
|
|
|
123,645
|
|
|
125,287
|
|
Provision for impairment
|
|
74,816
|
|
|
12,424
|
|
|
19,886
|
|
Early extinguishment of debt
|
|
852
|
|
|
—
|
|
|
4,243
|
|
Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively (note 13)
|
|
(2,057
|
)
|
|
206
|
|
|
(1,982
|
)
|
Total other expense (income)
|
|
185,740
|
|
|
136,275
|
|
|
147,434
|
|
(Loss) income before equity in income (loss) of investments in real estate partnerships
|
|
(10,078
|
)
|
|
38,695
|
|
|
14,657
|
|
Equity in income (loss) of investments in real estate partnerships (note 4)
|
|
23,807
|
|
|
9,643
|
|
|
(12,884
|
)
|
Income from continuing operations before tax
|
|
13,729
|
|
|
48,338
|
|
|
1,773
|
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
Income from continuing operations
|
|
505
|
|
|
45,344
|
|
|
3,106
|
|
Discontinued operations, net (note 3):
|
|
|
|
|
|
|
|||
Operating income
|
|
1,691
|
|
|
2,098
|
|
|
1,325
|
|
Gain on sale of operating properties, net
|
|
21,855
|
|
|
5,942
|
|
|
7,577
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
Income before gain on sale of real estate
|
|
24,051
|
|
|
53,384
|
|
|
12,008
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
Net income
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|||
Preferred units
|
|
629
|
|
|
(3,725
|
)
|
|
(3,725
|
)
|
Exchangeable operating partnership units
|
|
(106
|
)
|
|
(103
|
)
|
|
(84
|
)
|
Limited partners’ interests in consolidated partnerships
|
|
(865
|
)
|
|
(590
|
)
|
|
(376
|
)
|
Income attributable to noncontrolling interests
|
|
(342
|
)
|
|
(4,418
|
)
|
|
(4,185
|
)
|
Net income attributable to the Company
|
|
25,867
|
|
|
51,370
|
|
|
8,816
|
|
Preferred stock dividends
|
|
(32,531
|
)
|
|
(19,675
|
)
|
|
(19,675
|
)
|
Net (loss) income attributable to common stockholders
|
$
|
(6,664
|
)
|
|
31,695
|
|
|
(10,859
|
)
|
(Loss) income per common share - basic (note 14):
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common stockholders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
(Loss) income per common share - diluted (note 14):
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common stockholders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Net income
|
$
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||
Loss on settlement of derivative instruments:
|
|
|
|
|
|
|
|||
Unrealized loss on derivative instruments
|
|
—
|
|
|
—
|
|
|
(61,625
|
)
|
Amortization of loss on settlement of derivative instruments recognized in net income
|
|
9,466
|
|
|
9,467
|
|
|
5,575
|
|
Effective portion of change in fair value of derivative instruments:
|
|
|
|
|
|
|
|||
Effective portion of change in fair value of derivative instruments
|
|
4,220
|
|
|
11
|
|
|
28,363
|
|
Less: reclassification adjustment for change in fair value of derivative instruments included in net income
|
|
25
|
|
|
7
|
|
|
(3,294
|
)
|
Other comprehensive income (loss)
|
|
13,711
|
|
|
9,485
|
|
|
(30,981
|
)
|
Comprehensive income (loss)
|
|
39,920
|
|
|
65,273
|
|
|
(17,980
|
)
|
Less: comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|||
Net income attributable to noncontrolling interests
|
|
342
|
|
|
4,418
|
|
|
4,185
|
|
Other comprehensive (loss) income attributable to noncontrolling interests
|
|
(3
|
)
|
|
29
|
|
|
(69
|
)
|
Comprehensive income attributable to noncontrolling interests
|
|
339
|
|
|
4,447
|
|
|
4,116
|
|
Comprehensive income (loss) attributable to the Company
|
$
|
39,581
|
|
|
60,826
|
|
|
(22,096
|
)
|
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the
years
ended
December 31, 2012
,
2011
, and
2010
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2009
|
$
|
275,000
|
|
|
815
|
|
|
(16,509
|
)
|
|
2,024,883
|
|
|
(49,973
|
)
|
|
(371,836
|
)
|
|
1,862,380
|
|
|
49,158
|
|
|
7,321
|
|
|
11,748
|
|
|
68,227
|
|
|
1,930,607
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,816
|
|
|
8,816
|
|
|
3,725
|
|
|
84
|
|
|
376
|
|
|
4,185
|
|
|
13,001
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,912
|
)
|
|
—
|
|
|
(30,912
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|
(30,981
|
)
|
Deferred compensation plan, net (note 13)
|
|
—
|
|
|
—
|
|
|
334
|
|
|
(607
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
Amortization of restricted stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,236
|
|
|
—
|
|
|
—
|
|
|
7,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,236
|
|
Common stock redeemed for taxes withheld for stock based compensation, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,374
|
)
|
|
—
|
|
|
—
|
|
|
(1,374
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,374
|
)
|
Common stock issued for dividend reinvestment plan
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,847
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
Common stock issued for partnership units exchanged
|
|
—
|
|
|
3
|
|
|
—
|
|
|
7,627
|
|
|
—
|
|
|
—
|
|
|
7,630
|
|
|
—
|
|
|
(7,630
|
)
|
|
—
|
|
|
(7,630
|
)
|
|
—
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
161
|
|
|
161
|
|
Distributions to partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,456
|
)
|
|
(1,456
|
)
|
|
(1,456
|
)
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock/unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
(3,725
|
)
|
|
—
|
|
|
—
|
|
|
(3,725
|
)
|
|
(23,400
|
)
|
Common stock/unit ($1.85 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,499
|
)
|
|
(150,499
|
)
|
|
—
|
|
|
(468
|
)
|
|
—
|
|
|
(468
|
)
|
|
(150,967
|
)
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,370
|
|
|
51,370
|
|
|
3,725
|
|
|
103
|
|
|
590
|
|
|
4,418
|
|
|
55,788
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,456
|
|
|
—
|
|
|
9,456
|
|
|
—
|
|
|
20
|
|
|
9
|
|
|
29
|
|
|
9,485
|
|
Deferred compensation plan, net
|
|
—
|
|
|
—
|
|
|
978
|
|
|
16,865
|
|
|
—
|
|
|
—
|
|
|
17,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,843
|
|
Amortization of restricted stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,659
|
|
|
—
|
|
|
—
|
|
|
10,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,659
|
|
Common stock redeemed for taxes withheld for stock based compensation, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,689
|
)
|
|
—
|
|
|
—
|
|
|
(1,689
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,689
|
)
|
Common stock issued for dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
Common stock issued for stock offerings, net of issuance costs
|
|
—
|
|
|
80
|
|
|
—
|
|
|
215,289
|
|
|
—
|
|
|
—
|
|
|
215,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215,369
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,787
|
|
|
2,787
|
|
|
2,787
|
|
Distributions to partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,111
|
)
|
|
(1,111
|
)
|
|
(1,111
|
)
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock/unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,675
|
)
|
|
(19,675
|
)
|
|
(3,725
|
)
|
|
—
|
|
|
—
|
|
|
(3,725
|
)
|
|
(23,400
|
)
|
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the
years
ended
December 31, 2012
,
2011
, and
2010
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|||||||||||
Common stock/unit ($1.85 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,236
|
)
|
|
(161,236
|
)
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(324
|
)
|
|
(161,560
|
)
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,867
|
|
|
25,867
|
|
|
(629
|
)
|
|
106
|
|
|
865
|
|
|
342
|
|
|
26,209
|
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,714
|
|
|
—
|
|
|
13,714
|
|
|
—
|
|
|
28
|
|
|
(31
|
)
|
|
(3
|
)
|
|
13,711
|
|
Deferred compensation plan, net
|
|
—
|
|
|
—
|
|
|
273
|
|
|
(261
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
Amortization of restricted stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,526
|
|
|
—
|
|
|
—
|
|
|
11,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,526
|
|
Common stock redeemed for taxes withheld for stock based compensation, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,474
|
)
|
|
—
|
|
|
—
|
|
|
(1,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,474
|
)
|
Common stock issued for dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988
|
|
Common stock issued for stock offerings, net of issuance costs
|
|
—
|
|
|
5
|
|
|
—
|
|
|
21,537
|
|
|
—
|
|
|
—
|
|
|
21,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,542
|
|
Redemption of preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,125
|
)
|
|
—
|
|
|
—
|
|
|
(48,125
|
)
|
|
(48,125
|
)
|
Issuance of preferred stock, net of issuance costs
|
|
325,000
|
|
|
—
|
|
|
—
|
|
|
(11,100
|
)
|
|
—
|
|
|
—
|
|
|
313,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313,900
|
|
Redemption of preferred stock
|
|
(275,000
|
)
|
|
—
|
|
|
—
|
|
|
9,277
|
|
|
—
|
|
|
(9,277
|
)
|
|
(275,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275,000
|
)
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,362
|
|
|
3,362
|
|
|
3,362
|
|
Distributions to partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,001
|
)
|
|
(1,001
|
)
|
|
(1,001
|
)
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock/unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,254
|
)
|
|
(23,254
|
)
|
|
(404
|
)
|
|
—
|
|
|
—
|
|
|
(404
|
)
|
|
(23,658
|
)
|
Common stock/unit ($1.85 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,411
|
)
|
|
(165,411
|
)
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(324
|
)
|
|
(165,735
|
)
|
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
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Cash flows from operating activities:
|
|
|
|
|
|
|
|||
Net income
|
$
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
127,839
|
|
|
133,756
|
|
|
123,933
|
|
Amortization of deferred loan cost and debt premium
|
|
12,759
|
|
|
12,327
|
|
|
8,533
|
|
Amortization and (accretion) of above and below market lease intangibles, net
|
|
(1,043
|
)
|
|
(931
|
)
|
|
(1,161
|
)
|
Stock-based compensation, net of capitalization
|
|
9,806
|
|
|
9,824
|
|
|
6,615
|
|
Equity in (income) loss of investments in real estate partnerships
|
|
(23,807
|
)
|
|
(9,643
|
)
|
|
12,884
|
|
Net gain on sale of properties
|
|
(24,013
|
)
|
|
(8,346
|
)
|
|
(8,648
|
)
|
Provision for impairment
|
|
74,816
|
|
|
15,883
|
|
|
26,615
|
|
Early extinguishment of debt
|
|
852
|
|
|
—
|
|
|
4,243
|
|
Deferred income tax expense (benefit) of taxable REIT subsidiary
|
|
13,727
|
|
|
2,422
|
|
|
(860
|
)
|
Distribution of earnings from operations of investments in real estate partnerships
|
|
44,809
|
|
|
43,361
|
|
|
41,054
|
|
Settlement of derivative instruments
|
|
—
|
|
|
—
|
|
|
(63,435
|
)
|
(Gain) loss on derivative instruments
|
|
(22
|
)
|
|
54
|
|
|
(1,419
|
)
|
Deferred compensation expense (income)
|
|
2,069
|
|
|
(2,136
|
)
|
|
5,068
|
|
Realized and unrealized (gain) loss on trading securities held in trust
|
|
(2,095
|
)
|
|
184
|
|
|
(2,009
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|||
Restricted cash
|
|
(423
|
)
|
|
(651
|
)
|
|
(1,778
|
)
|
Accounts receivable
|
|
6,157
|
|
|
(3,108
|
)
|
|
2,657
|
|
Straight-line rent receivables, net
|
|
(6,059
|
)
|
|
(4,642
|
)
|
|
(6,202
|
)
|
Deferred leasing costs
|
|
(12,642
|
)
|
|
(15,013
|
)
|
|
(15,563
|
)
|
Other assets
|
|
(1,079
|
)
|
|
(3,393
|
)
|
|
(3,821
|
)
|
Accounts payable and other liabilities
|
|
10,994
|
|
|
(17,892
|
)
|
|
(1,281
|
)
|
Tenants’ security and escrow deposits and prepaid rent
|
|
(1,639
|
)
|
|
9,789
|
|
|
33
|
|
Net cash provided by operating activities
|
|
257,215
|
|
|
217,633
|
|
|
138,459
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|||
Acquisition of operating real estate
|
|
(156,026
|
)
|
|
(70,629
|
)
|
|
(24,569
|
)
|
Real estate development and capital improvements
|
|
(164,588
|
)
|
|
(82,069
|
)
|
|
(65,889
|
)
|
Proceeds from sale of real estate investments
|
|
352,707
|
|
|
86,233
|
|
|
47,333
|
|
(Issuance) collection of notes receivable
|
|
(552
|
)
|
|
(78
|
)
|
|
883
|
|
Investments in real estate partnerships
|
|
(66,663
|
)
|
|
(198,688
|
)
|
|
(231,847
|
)
|
Distributions received from investments in real estate partnerships
|
|
38,353
|
|
|
188,514
|
|
|
90,092
|
|
Dividends on trading securities held in trust
|
|
245
|
|
|
225
|
|
|
297
|
|
Acquisition of trading securities held in trust
|
|
(17,930
|
)
|
|
(19,377
|
)
|
|
(10,312
|
)
|
Proceeds from sale of trading securities held in trust
|
|
18,077
|
|
|
18,146
|
|
|
9,555
|
|
Net cash provided by (used in) investing activities
|
|
3,623
|
|
|
(77,723
|
)
|
|
(184,457
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|||
Net proceeds from common stock issuance
|
|
21,542
|
|
|
215,369
|
|
|
—
|
|
Net proceeds from issuance of preferred stock
|
|
313,900
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of treasury stock
|
|
338
|
|
|
2,128
|
|
|
1,431
|
|
Acquisition of treasury stock
|
|
(4
|
)
|
|
(14
|
)
|
|
—
|
|
Redemption of preferred stock and partnership units
|
|
(323,125
|
)
|
|
—
|
|
|
—
|
|
Distributions to limited partners in consolidated partnerships, net
|
|
1,375
|
|
|
(735
|
)
|
|
(1,427
|
)
|
Distributions to exchangeable operating partnership unit holders
|
|
(324
|
)
|
|
(324
|
)
|
|
(468
|
)
|
Distributions to preferred unit holders
|
|
(404
|
)
|
|
(3,725
|
)
|
|
(3,725
|
)
|
Dividends paid to common stockholders
|
|
(164,423
|
)
|
|
(160,154
|
)
|
|
(148,649
|
)
|
Dividends paid to preferred stockholders
|
|
(23,254
|
)
|
|
(19,675
|
)
|
|
(19,675
|
)
|
Repayment of fixed rate unsecured notes
|
|
(192,377
|
)
|
|
(181,691
|
)
|
|
(209,879
|
)
|
Proceeds from issuance of fixed rate unsecured notes, net
|
|
—
|
|
|
—
|
|
|
398,599
|
|
Proceeds from unsecured credit facilities
|
|
750,000
|
|
|
455,000
|
|
|
250,000
|
|
Repayment of unsecured credit facilities
|
|
(620,000
|
)
|
|
(425,000
|
)
|
|
(240,000
|
)
|
Proceeds from notes payable
|
|
—
|
|
|
1,940
|
|
|
6,068
|
|
Repayment of notes payable
|
|
(1,332
|
)
|
|
(16,919
|
)
|
|
(51,687
|
)
|
Scheduled principal payments
|
|
(7,259
|
)
|
|
(5,699
|
)
|
|
(5,024
|
)
|
Payment of loan costs
|
|
(4,544
|
)
|
|
(6,070
|
)
|
|
(4,361
|
)
|
Payment of premium on tender offer
|
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
Net cash used in financing activities
|
|
(249,891
|
)
|
|
(145,569
|
)
|
|
(32,797
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
10,947
|
|
|
(5,659
|
)
|
|
(78,795
|
)
|
Cash and cash equivalents at beginning of the year
|
|
11,402
|
|
|
17,061
|
|
|
95,856
|
|
Cash and cash equivalents at end of the year
|
$
|
22,349
|
|
|
11,402
|
|
|
17,061
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|||
Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012, 2011, and 2010, respectively)
|
$
|
115,879
|
|
|
128,649
|
|
|
127,591
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
|
|||
Common stock issued for partnership units exchanged
|
$
|
—
|
|
|
—
|
|
|
7,630
|
|
Real estate received through distribution in kind
|
$
|
—
|
|
|
47,512
|
|
|
—
|
|
Mortgage loans assumed through distribution in kind
|
$
|
—
|
|
|
28,760
|
|
|
—
|
|
Mortgage loans assumed for the acquisition of real estate
|
$
|
30,467
|
|
|
31,292
|
|
|
58,981
|
|
Real estate contributed for investments in real estate partnerships
|
$
|
47,500
|
|
|
—
|
|
|
—
|
|
Real estate received through foreclosure on notes receivable
|
$
|
12,585
|
|
|
—
|
|
|
990
|
|
Change in fair value of derivative instruments
|
$
|
(4,285
|
)
|
|
18
|
|
|
28,363
|
|
Common stock issued for dividend reinvestment plan
|
$
|
988
|
|
|
1,081
|
|
|
1,847
|
|
Stock-based compensation capitalized
|
$
|
1,979
|
|
|
1,104
|
|
|
852
|
|
Contributions from limited partners in consolidated partnerships, net
|
$
|
986
|
|
|
2,411
|
|
|
132
|
|
Common stock issued for dividend reinvestment in trust
|
$
|
440
|
|
|
631
|
|
|
640
|
|
Contribution of stock awards into trust
|
$
|
819
|
|
|
1,132
|
|
|
1,142
|
|
Distribution of stock held in trust
|
$
|
1,191
|
|
|
—
|
|
|
51
|
|
|
|
2012
|
|
2011
|
||
Assets
|
|
|
|
|
||
Real estate investments at cost (notes 2 and 3):
|
|
|
|
|
||
Land
|
$
|
1,215,659
|
|
|
1,273,606
|
|
Buildings and improvements
|
|
2,502,186
|
|
|
2,604,229
|
|
Properties in development
|
|
192,067
|
|
|
224,077
|
|
|
|
3,909,912
|
|
|
4,101,912
|
|
Less: accumulated depreciation
|
|
782,749
|
|
|
791,619
|
|
|
|
3,127,163
|
|
|
3,310,293
|
|
Investments in real estate partnerships (note 4)
|
|
442,927
|
|
|
386,882
|
|
Net real estate investments
|
|
3,570,090
|
|
|
3,697,175
|
|
Cash and cash equivalents
|
|
22,349
|
|
|
11,402
|
|
Restricted cash
|
|
6,472
|
|
|
6,050
|
|
Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and 2011, respectively
|
|
26,601
|
|
|
37,733
|
|
Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively
|
|
49,990
|
|
|
48,132
|
|
Notes receivable (note 5)
|
|
23,751
|
|
|
35,784
|
|
Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011, respectively
|
|
69,506
|
|
|
70,204
|
|
Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31, 2012 and 2011, respectively (note 6)
|
|
42,459
|
|
|
27,054
|
|
Trading securities held in trust, at fair value (note 13)
|
|
23,429
|
|
|
21,713
|
|
Other assets (note 9)
|
|
18,811
|
|
|
31,824
|
|
Total assets
|
$
|
3,853,458
|
|
|
3,987,071
|
|
Liabilities and Capital
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Notes payable (note 8)
|
$
|
1,771,891
|
|
|
1,942,440
|
|
Unsecured credit facilities (note 8)
|
|
170,000
|
|
|
40,000
|
|
Accounts payable and other liabilities (note 9 and 13)
|
|
127,185
|
|
|
101,899
|
|
Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December 31, 2012 and 2011, respectively (note 6)
|
|
20,325
|
|
|
12,662
|
|
Tenants’ security and escrow deposits and prepaid rent
|
|
18,146
|
|
|
20,416
|
|
Total liabilities
|
|
2,107,547
|
|
|
2,117,417
|
|
Commitments and contingencies (notes 15 and 16)
|
|
|
|
|
||
Capital:
|
|
|
|
|
||
Partners’ capital (notes 11 and 12):
|
|
|
|
|
||
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 December 31, 2012 and 2011, respectively, liquidation preference of $25 per unit
|
|
325,000
|
|
|
275,000
|
|
General partner; 90,394,486 and 89,921,858 units outstanding at December 31, 2012 and 2011, respectively
|
|
1,463,480
|
|
|
1,604,784
|
|
Limited partners; 177,164 units outstanding at December 31, 2012 and 2011
|
|
(1,153
|
)
|
|
(963
|
)
|
Accumulated other comprehensive loss
|
|
(57,715
|
)
|
|
(71,429
|
)
|
Total partners’ capital
|
|
1,729,612
|
|
|
1,856,550
|
|
Noncontrolling interests (note 11):
|
|
|
|
|
||
Limited partners’ interests in consolidated partnerships
|
|
16,299
|
|
|
13,104
|
|
Total noncontrolling interests
|
|
16,299
|
|
|
13,104
|
|
Total capital
|
|
1,745,911
|
|
|
1,869,654
|
|
Total liabilities and capital
|
$
|
3,853,458
|
|
|
3,987,071
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Minimum rent
|
$
|
359,350
|
|
|
350,223
|
|
|
332,159
|
|
Percentage rent
|
|
3,327
|
|
|
2,996
|
|
|
2,540
|
|
Recoveries from tenants and other income
|
|
107,732
|
|
|
105,899
|
|
|
104,092
|
|
Management, transaction, and other fees
|
|
26,511
|
|
|
33,980
|
|
|
29,400
|
|
Total revenues
|
|
496,920
|
|
|
493,098
|
|
|
468,191
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
126,808
|
|
|
128,963
|
|
|
118,398
|
|
Operating and maintenance
|
|
69,900
|
|
|
71,707
|
|
|
67,514
|
|
General and administrative
|
|
61,700
|
|
|
56,117
|
|
|
61,505
|
|
Real estate taxes
|
|
55,604
|
|
|
54,622
|
|
|
52,386
|
|
Other expenses
|
|
7,246
|
|
|
6,719
|
|
|
6,297
|
|
Total operating expenses
|
|
321,258
|
|
|
318,128
|
|
|
306,100
|
|
Other expense (income):
|
|
|
|
|
|
|
|||
Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011, and 2010, respectively (note 9)
|
|
112,129
|
|
|
123,645
|
|
|
125,287
|
|
Provision for impairment
|
|
74,816
|
|
|
12,424
|
|
|
19,886
|
|
Early extinguishment of debt
|
|
852
|
|
|
—
|
|
|
4,243
|
|
Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively (note 13)
|
|
(2,057
|
)
|
|
206
|
|
|
(1,982
|
)
|
Total other expense (income)
|
|
185,740
|
|
|
136,275
|
|
|
147,434
|
|
(Loss) income before equity in income (loss) of investments in real estate partnerships
|
|
(10,078
|
)
|
|
38,695
|
|
|
14,657
|
|
Equity in income (loss) of investments in real estate partnerships (note 4)
|
|
23,807
|
|
|
9,643
|
|
|
(12,884
|
)
|
Income from continuing operations before tax
|
|
13,729
|
|
|
48,338
|
|
|
1,773
|
|
Income tax expense (benefit) of taxable REIT subsidiary
|
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
Income from continuing operations
|
|
505
|
|
|
45,344
|
|
|
3,106
|
|
Discontinued operations, net (note 3):
|
|
|
|
|
|
|
|||
Operating income
|
|
1,691
|
|
|
2,098
|
|
|
1,325
|
|
Gain on sale of operating properties, net
|
|
21,855
|
|
|
5,942
|
|
|
7,577
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
Income before gain on sale of real estate
|
|
24,051
|
|
|
53,384
|
|
|
12,008
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
Net income
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|||
Limited partners’ interests in consolidated partnerships
|
|
(865
|
)
|
|
(590
|
)
|
|
(376
|
)
|
Income attributable to noncontrolling interests
|
|
(865
|
)
|
|
(590
|
)
|
|
(376
|
)
|
Net income attributable to the Partnership
|
|
25,344
|
|
|
55,198
|
|
|
12,625
|
|
Preferred unit distributions
|
|
(31,902
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
Net (loss) income attributable to common unit holders
|
$
|
(6,558
|
)
|
|
31,798
|
|
|
(10,775
|
)
|
(Loss) income per common unit - basic (note 14):
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common unit holders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
(Loss) income per common unit - diluted (note 14):
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common unit holders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Net income
|
$
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||
Loss on settlement of derivative instruments:
|
|
|
|
|
|
|
|||
Unrealized loss on derivative instruments
|
|
—
|
|
|
—
|
|
|
(61,625
|
)
|
Amortization of loss on settlement of derivative instruments recognized in net income
|
|
9,466
|
|
|
9,467
|
|
|
5,575
|
|
Effective portion of change in fair value of derivative instruments:
|
|
|
|
|
|
|
|||
Effective portion of change in fair value of derivative instruments
|
|
4,220
|
|
|
11
|
|
|
28,363
|
|
Less: reclassification adjustment for change in fair value of derivative instruments included in net income
|
|
25
|
|
|
7
|
|
|
(3,294
|
)
|
Other comprehensive income (loss)
|
|
13,711
|
|
|
9,485
|
|
|
(30,981
|
)
|
Comprehensive income (loss)
|
|
39,920
|
|
|
65,273
|
|
|
(17,980
|
)
|
Less: comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|||
Net income attributable to noncontrolling interests
|
|
865
|
|
|
590
|
|
|
376
|
|
Other comprehensive (loss) income attributable to noncontrolling interests
|
|
(31
|
)
|
|
9
|
|
|
—
|
|
Comprehensive income attributable to noncontrolling interests
|
|
834
|
|
|
599
|
|
|
376
|
|
Comprehensive income (loss) attributable to the Partnership
|
$
|
39,086
|
|
|
64,674
|
|
|
(18,356
|
)
|
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the
years
ended
December 31, 2012
,
2011
, and
2010
(in thousands)
|
|||||||||||||||||||||
|
|
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, 2009
|
$
|
49,158
|
|
|
1,912,353
|
|
|
7,321
|
|
|
(49,973
|
)
|
|
1,918,859
|
|
|
11,748
|
|
|
1,930,607
|
|
Net income
|
|
3,725
|
|
|
8,816
|
|
|
84
|
|
|
—
|
|
|
12,625
|
|
|
376
|
|
|
13,001
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(30,912
|
)
|
|
(30,981
|
)
|
|
—
|
|
|
(30,981
|
)
|
Deferred compensation plan, net (note 13)
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
161
|
|
Distributions to partners
|
|
—
|
|
|
(150,499
|
)
|
|
(468
|
)
|
|
—
|
|
|
(150,967
|
)
|
|
(1,456
|
)
|
|
(152,423
|
)
|
Preferred unit distributions
|
|
(3,725
|
)
|
|
(19,675
|
)
|
|
—
|
|
|
—
|
|
|
(23,400
|
)
|
|
—
|
|
|
(23,400
|
)
|
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
|
|
—
|
|
|
7,236
|
|
|
—
|
|
|
—
|
|
|
7,236
|
|
|
—
|
|
|
7,236
|
|
Common units issued as a result of common stock issued by Parent Company, net of repurchases
|
|
—
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
474
|
|
Common units exchanged for common stock of Parent Company
|
|
—
|
|
|
7,630
|
|
|
(7,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance at December 31, 2010
|
$
|
49,158
|
|
|
1,766,062
|
|
|
(762
|
)
|
|
(80,885
|
)
|
|
1,733,573
|
|
|
10,829
|
|
|
1,744,402
|
|
Net income
|
|
3,725
|
|
|
51,370
|
|
|
103
|
|
|
—
|
|
|
55,198
|
|
|
590
|
|
|
55,788
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
20
|
|
|
9,456
|
|
|
9,476
|
|
|
9
|
|
|
9,485
|
|
Deferred compensation plan, net
|
|
—
|
|
|
17,843
|
|
|
—
|
|
|
—
|
|
|
17,843
|
|
|
—
|
|
|
17,843
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,787
|
|
|
2,787
|
|
Distributions to partners
|
|
—
|
|
|
(161,236
|
)
|
|
(324
|
)
|
|
—
|
|
|
(161,560
|
)
|
|
(1,111
|
)
|
|
(162,671
|
)
|
Preferred unit distributions
|
|
(3,725
|
)
|
|
(19,675
|
)
|
|
—
|
|
|
—
|
|
|
(23,400
|
)
|
|
—
|
|
|
(23,400
|
)
|
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
|
|
—
|
|
|
10,659
|
|
|
—
|
|
|
—
|
|
|
10,659
|
|
|
—
|
|
|
10,659
|
|
Common units issued as a result of common stock issued by Parent Company, net of repurchases
|
|
—
|
|
|
214,761
|
|
|
—
|
|
|
—
|
|
|
214,761
|
|
|
—
|
|
|
214,761
|
|
Balance at December 31, 2011
|
$
|
49,158
|
|
|
1,879,784
|
|
|
(963
|
)
|
|
(71,429
|
)
|
|
1,856,550
|
|
|
13,104
|
|
|
1,869,654
|
|
Net income
|
|
(629
|
)
|
|
25,867
|
|
|
106
|
|
|
—
|
|
|
25,344
|
|
|
865
|
|
|
26,209
|
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
28
|
|
|
13,714
|
|
|
13,742
|
|
|
(31
|
)
|
|
13,711
|
|
Deferred compensation plan, net
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,362
|
|
|
3,362
|
|
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the
years
ended
December 31, 2012
,
2011
, and
2010
(in thousands)
|
|||||||||||||||||||||
|
|
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
|
|||||||
Distributions to partners
|
|
—
|
|
|
(165,411
|
)
|
|
(324
|
)
|
|
—
|
|
|
(165,735
|
)
|
|
(1,001
|
)
|
|
(166,736
|
)
|
Redemption of preferred units
|
|
(48,125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,125
|
)
|
|
—
|
|
|
(48,125
|
)
|
Preferred unit distributions
|
|
(404
|
)
|
|
(23,254
|
)
|
|
—
|
|
|
—
|
|
|
(23,658
|
)
|
|
—
|
|
|
(23,658
|
)
|
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
|
|
—
|
|
|
11,526
|
|
|
—
|
|
|
—
|
|
|
11,526
|
|
|
—
|
|
|
11,526
|
|
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
|
|
—
|
|
|
313,900
|
|
|
—
|
|
|
—
|
|
|
313,900
|
|
|
—
|
|
|
313,900
|
|
Preferred stock redemptions
|
|
—
|
|
|
(275,000
|
)
|
|
—
|
|
|
—
|
|
|
(275,000
|
)
|
|
—
|
|
|
(275,000
|
)
|
Common units issued as a result of common stock issued by Parent Company, net of repurchases
|
|
—
|
|
|
21,056
|
|
|
—
|
|
|
—
|
|
|
21,056
|
|
|
—
|
|
|
21,056
|
|
Balance at December 31, 2012
|
$
|
—
|
|
|
1,788,480
|
|
|
(1,153
|
)
|
|
(57,715
|
)
|
|
1,729,612
|
|
|
16,299
|
|
|
1,745,911
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Cash flows from operating activities:
|
|
|
|
|
|
|
|||
Net income
|
$
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
127,839
|
|
|
133,756
|
|
|
123,933
|
|
Amortization of deferred loan cost and debt premium
|
|
12,759
|
|
|
12,327
|
|
|
8,533
|
|
Amortization and (accretion) of above and below market lease intangibles, net
|
|
(1,043
|
)
|
|
(931
|
)
|
|
(1,161
|
)
|
Stock-based compensation, net of capitalization
|
|
9,806
|
|
|
9,824
|
|
|
6,615
|
|
Equity in (income) loss of investments in real estate partnerships
|
|
(23,807
|
)
|
|
(9,643
|
)
|
|
12,884
|
|
Net gain on sale of properties
|
|
(24,013
|
)
|
|
(8,346
|
)
|
|
(8,648
|
)
|
Provision for impairment
|
|
74,816
|
|
|
15,883
|
|
|
26,615
|
|
Early extinguishment of debt
|
|
852
|
|
|
—
|
|
|
4,243
|
|
Deferred income tax expense (benefit) of taxable REIT subsidiary
|
|
13,727
|
|
|
2,422
|
|
|
(860
|
)
|
Distribution of earnings from operations of investments in real estate partnerships
|
|
44,809
|
|
|
43,361
|
|
|
41,054
|
|
Settlement of derivative instruments
|
|
—
|
|
|
—
|
|
|
(63,435
|
)
|
(Gain) loss on derivative instruments
|
|
(22
|
)
|
|
54
|
|
|
(1,419
|
)
|
Deferred compensation expense (income)
|
|
2,069
|
|
|
(2,136
|
)
|
|
5,068
|
|
Realized and unrealized (gain) loss on trading securities held in trust
|
|
(2,095
|
)
|
|
184
|
|
|
(2,009
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|||
Restricted cash
|
|
(423
|
)
|
|
(651
|
)
|
|
(1,778
|
)
|
Accounts receivable
|
|
6,157
|
|
|
(3,108
|
)
|
|
2,657
|
|
Straight-line rent receivables, net
|
|
(6,059
|
)
|
|
(4,642
|
)
|
|
(6,202
|
)
|
Deferred leasing costs
|
|
(12,642
|
)
|
|
(15,013
|
)
|
|
(15,563
|
)
|
Other assets
|
|
(1,079
|
)
|
|
(3,393
|
)
|
|
(3,821
|
)
|
Accounts payable and other liabilities
|
|
10,994
|
|
|
(17,892
|
)
|
|
(1,281
|
)
|
Tenants’ security and escrow deposits and prepaid rent
|
|
(1,639
|
)
|
|
9,789
|
|
|
33
|
|
Net cash provided by operating activities
|
|
257,215
|
|
|
217,633
|
|
|
138,459
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|||
Acquisition of operating real estate
|
|
(156,026
|
)
|
|
(70,629
|
)
|
|
(24,569
|
)
|
Real estate development and capital improvements
|
|
(164,588
|
)
|
|
(82,069
|
)
|
|
(65,889
|
)
|
Proceeds from sale of real estate investments
|
|
352,707
|
|
|
86,233
|
|
|
47,333
|
|
(Issuance) collection of notes receivable
|
|
(552
|
)
|
|
(78
|
)
|
|
883
|
|
Investments in real estate partnerships
|
|
(66,663
|
)
|
|
(198,688
|
)
|
|
(231,847
|
)
|
Distributions received from investments in real estate partnerships
|
|
38,353
|
|
|
188,514
|
|
|
90,092
|
|
Dividends on trading securities held in trust
|
|
245
|
|
|
225
|
|
|
297
|
|
Acquisition of trading securities held in trust
|
|
(17,930
|
)
|
|
(19,377
|
)
|
|
(10,312
|
)
|
Proceeds from sale of trading securities held in trust
|
|
18,077
|
|
|
18,146
|
|
|
9,555
|
|
Net cash provided by (used in) investing activities
|
|
3,623
|
|
|
(77,723
|
)
|
|
(184,457
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|||
Net proceeds from common units issued as a result of common stock issued by Parent Company
|
|
21,542
|
|
|
215,369
|
|
|
—
|
|
Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company
|
|
313,900
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of treasury stock
|
|
338
|
|
|
2,128
|
|
|
1,431
|
|
Acquisition of treasury stock
|
|
(4
|
)
|
|
(14
|
)
|
|
—
|
|
Redemption of preferred partnership units
|
|
(323,125
|
)
|
|
—
|
|
|
—
|
|
Distributions to limited partners in consolidated partnerships, net
|
|
1,375
|
|
|
(735
|
)
|
|
(1,427
|
)
|
Distributions to partners
|
|
(164,747
|
)
|
|
(160,478
|
)
|
|
(149,117
|
)
|
Distributions to preferred unit holders
|
|
(23,658
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
Repayment of fixed rate unsecured notes
|
|
(192,377
|
)
|
|
(181,691
|
)
|
|
(209,879
|
)
|
Proceeds from issuance of fixed rate unsecured notes, net
|
|
—
|
|
|
—
|
|
|
398,599
|
|
Proceeds from unsecured credit facilities
|
|
750,000
|
|
|
455,000
|
|
|
250,000
|
|
Repayment of unsecured credit facilities
|
|
(620,000
|
)
|
|
(425,000
|
)
|
|
(240,000
|
)
|
Proceeds from notes payable
|
|
—
|
|
|
1,940
|
|
|
6,068
|
|
Repayment of notes payable
|
|
(1,332
|
)
|
|
(16,919
|
)
|
|
(51,687
|
)
|
Scheduled principal payments
|
|
(7,259
|
)
|
|
(5,699
|
)
|
|
(5,024
|
)
|
Payment of loan costs
|
|
(4,544
|
)
|
|
(6,070
|
)
|
|
(4,361
|
)
|
Payment of premium on tender offer
|
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
Net cash used in financing activities
|
|
(249,891
|
)
|
|
(145,569
|
)
|
|
(32,797
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
10,947
|
|
|
(5,659
|
)
|
|
(78,795
|
)
|
Cash and cash equivalents at beginning of the year
|
|
11,402
|
|
|
17,061
|
|
|
95,856
|
|
Cash and cash equivalents at end of the year
|
$
|
22,349
|
|
|
11,402
|
|
|
17,061
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|||
Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012, 2011, and 2010, respectively)
|
$
|
115,879
|
|
|
128,649
|
|
|
127,591
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
|
|||
Common stock issued by Parent Company for partnership units exchanged
|
$
|
—
|
|
|
—
|
|
|
7,630
|
|
Real estate received through distribution in kind
|
$
|
—
|
|
|
47,512
|
|
|
—
|
|
Mortgage loans assumed through distribution in kind
|
$
|
—
|
|
|
28,760
|
|
|
—
|
|
Mortgage loans assumed for the acquisition of real estate
|
$
|
30,467
|
|
|
31,292
|
|
|
58,981
|
|
Real estate contributed for investments in real estate partnerships
|
$
|
47,500
|
|
|
—
|
|
|
—
|
|
Real estate received through foreclosure on notes receivable
|
$
|
12,585
|
|
|
—
|
|
|
990
|
|
Change in fair value of derivative instruments
|
$
|
(4,285
|
)
|
|
18
|
|
|
28,363
|
|
Common stock issued by Parent Company for dividend reinvestment plan
|
$
|
988
|
|
|
1,081
|
|
|
1,847
|
|
Stock-based compensation capitalized
|
$
|
1,979
|
|
|
1,104
|
|
|
852
|
|
Contributions from limited partners in consolidated partnerships, net
|
$
|
986
|
|
|
2,411
|
|
|
132
|
|
Common stock issued for dividend reinvestment in trust
|
$
|
440
|
|
|
631
|
|
|
640
|
|
Contribution of stock awards into trust
|
$
|
819
|
|
|
1,132
|
|
|
1,142
|
|
Distribution of stock held in trust
|
$
|
1,191
|
|
|
—
|
|
|
51
|
|
1.
|
Summary of Significant Accounting Policies
|
|
|
2012
|
|
2011
|
||
Tenant receivables
|
$
|
4,043
|
|
|
4,654
|
|
CAM and tax reimbursements
|
|
17,891
|
|
|
26,355
|
|
Other receivables
|
|
8,582
|
|
|
10,166
|
|
Less: allowance for doubtful accounts
|
|
(3,915
|
)
|
|
(3,442
|
)
|
Total
|
$
|
26,601
|
|
|
37,733
|
|
|
|
2012
|
|
2011
|
||
Construction in process
|
$
|
133,153
|
|
|
50,903
|
|
Construction complete and in lease-up
|
|
—
|
|
|
76,301
|
|
Land held for future development
|
|
58,914
|
|
|
96,873
|
|
Total
|
$
|
192,067
|
|
|
224,077
|
|
•
|
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
|
•
|
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.
|
2.
|
Real Estate Investments
|
Date Purchased
|
Property Name
|
City/State
|
|
Purchase Price
|
Debt Assumed, Net of Premiums
|
Intangible Assets
|
Intangible Liabilities
|
Contingent Liabilities
(1)
|
|||||
5/31/2012
|
Shops at Erwin Mill
(2)
|
Durham, NC
|
$
|
358
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6/21/2012
|
Grand Ridge Plaza
(3)
|
Issaquah, WA
|
|
11,761
|
|
12,810
|
|
2,346
|
|
144
|
|
—
|
|
8/31/2012
|
Balboa Mesa Shopping Center
|
San Diego, CA
|
|
59,500
|
|
—
|
|
9,711
|
|
6,977
|
|
145
|
|
12/21/2012
|
Sandy Springs
|
Sandy Springs, GA
|
|
35,250
|
|
17,657
|
|
2,761
|
|
1,386
|
|
60
|
|
12/27/2012
|
Uptown District
|
San Diego, CA
|
|
81,115
|
|
—
|
|
5,833
|
|
1,154
|
|
4,058
|
|
|
|
|
$
|
187,984
|
|
30,467
|
|
20,651
|
|
9,661
|
|
4,263
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Net proceeds
|
$
|
73,576
|
|
|
66,009
|
|
|
34,918
|
|
Gain on sale of properties
|
|
21,855
|
|
|
5,942
|
|
|
7,577
|
|
Number of properties sold
|
|
5
|
|
7
|
|
3
|
|||
Percent interest sold
|
|
100%
|
|
100%
|
|
100%
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Revenues
|
$
|
3,423
|
|
|
15,030
|
|
|
19,374
|
|
Operating expenses
|
|
1,750
|
|
|
9,368
|
|
|
11,553
|
|
Other (income) expense
|
|
—
|
|
|
3,458
|
|
|
6,729
|
|
Income tax expense (benefit)
(1)
|
|
(18
|
)
|
|
106
|
|
|
(233
|
)
|
Operating income from discontinued operations
|
$
|
1,691
|
|
|
2,098
|
|
|
1,325
|
|
(1) The operating income and gain on sales of properties included in discontinued operations are reported net of income taxes, if the property is sold by Regency Realty Group, Inc., a wholly owned subsidiary of the Operating Partnership, which is a Taxable REIT subsidiary as defined by in Section 856(1) of the Internal Revenue Code.
|
4.
|
Investments in Real Estate Partnerships
|
|
Ownership
|
|
Total Investment
|
|
Total Assets of the Partnership
|
|
Net Income (Loss) of the Partnership
|
|
The Company's Share of Net Income (Loss) of the Partnership
|
|||||
GRI - Regency, LLC (GRIR)
(1)
|
40.00
|
%
|
$
|
272,044
|
|
|
1,939,659
|
|
|
23,357
|
|
|
9,311
|
|
Macquarie CountryWide-Regency III, LLC (MCWR III)
(1)
|
24.95
|
%
|
|
29
|
|
|
60,496
|
|
|
(75
|
)
|
|
(22
|
)
|
Columbia Regency Retail Partners, LLC (Columbia I)
(2)
|
20.00
|
%
|
|
17,200
|
|
|
210,490
|
|
|
42,399
|
|
|
8,480
|
|
Columbia Regency Partners II, LLC (Columbia II)
(2)
|
20.00
|
%
|
|
8,660
|
|
|
326,649
|
|
|
1,467
|
|
|
290
|
|
Cameron Village, LLC (Cameron)
|
30.00
|
%
|
|
16,708
|
|
|
102,930
|
|
|
2,021
|
|
|
596
|
|
RegCal, LLC (RegCal)
(2)
|
25.00
|
%
|
|
15,602
|
|
|
164,106
|
|
|
2,160
|
|
|
540
|
|
Regency Retail Partners, LP (the Fund)
|
20.00
|
%
|
|
15,248
|
|
|
323,406
|
|
|
407
|
|
|
297
|
|
US Regency Retail I, LLC (USAA)
(2)
|
20.01
|
%
|
|
2,173
|
|
|
123,053
|
|
|
1,484
|
|
|
297
|
|
BRE Throne Holdings, LLC (BRET)
(3)
|
47.80
|
%
|
|
48,757
|
|
|
—
|
|
|
2,211
|
|
|
2,211
|
|
Other investments in real estate partnerships
|
50.00
|
%
|
|
46,506
|
|
|
184,165
|
|
|
3,833
|
|
|
1,807
|
|
Total
|
|
$
|
442,927
|
|
|
3,434,954
|
|
|
79,264
|
|
|
23,807
|
|
|
Ownership
|
|
Total Investment
|
|
Total Assets of the Partnership
|
|
Net Income (Loss) of the Partnership
|
|
The Company's Share of Net Income (Loss) of the Partnership
|
|||||
GRI - Regency, LLC (GRIR)
(1)
|
40.00
|
%
|
$
|
262,018
|
|
|
2,001,526
|
|
|
18,244
|
|
|
7,266
|
|
Macquarie CountryWide-Regency III, LLC (MCWR III)
(1)
|
24.95
|
%
|
|
195
|
|
|
61,867
|
|
|
(493
|
)
|
|
(123
|
)
|
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)
(3)
|
—
|
%
|
|
—
|
|
|
—
|
|
|
(1,752
|
)
|
|
(293
|
)
|
Columbia Regency Retail Partners, LLC (Columbia I)
(2)
|
20.00
|
%
|
|
20,335
|
|
|
259,225
|
|
|
14,554
|
|
|
2,775
|
|
Columbia Regency Partners II, LLC (Columbia II)
(2)
|
20.00
|
%
|
|
9,686
|
|
|
317,720
|
|
|
910
|
|
|
179
|
|
Cameron Village, LLC (Cameron)
|
30.00
|
%
|
|
17,110
|
|
|
104,314
|
|
|
1,101
|
|
|
322
|
|
RegCal, LLC (RegCal)
(2)
|
25.00
|
%
|
|
18,128
|
|
|
180,490
|
|
|
7,615
|
|
|
1,904
|
|
Regency Retail Partners, LP (the Fund)
|
20.00
|
%
|
|
16,430
|
|
|
333,013
|
|
|
265
|
|
|
268
|
|
US Regency Retail I, LLC (USAA)
(2)
|
20.01
|
%
|
|
3,093
|
|
|
127,763
|
|
|
1,215
|
|
|
243
|
|
Other investments in real estate partnerships
|
50.00
|
%
|
|
39,887
|
|
|
115,857
|
|
|
3,601
|
|
|
(2,898
|
)
|
Total
|
|
$
|
386,882
|
|
|
3,501,775
|
|
|
45,260
|
|
|
9,643
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||
|
|
|
|
|
||
Investments in real estate, net
|
$
|
3,213,984
|
|
|
3,263,704
|
|
Acquired lease intangible assets, net
|
|
74,986
|
|
|
85,232
|
|
Other assets
|
|
145,984
|
|
|
152,839
|
|
Total assets
|
$
|
3,434,954
|
|
|
3,501,775
|
|
|
|
|
|
|
||
Notes payable
|
$
|
1,816,648
|
|
|
1,874,780
|
|
Acquired lease intangible liabilities, net
|
|
46,264
|
|
|
49,938
|
|
Other liabilities
|
|
70,576
|
|
|
67,495
|
|
Capital - Regency
|
|
518,505
|
|
|
512,421
|
|
Capital - Third parties
|
|
982,961
|
|
|
997,141
|
|
Total liabilities and capital
|
$
|
3,434,954
|
|
|
3,501,775
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||
Capital - Regency
|
$
|
518,505
|
|
|
512,421
|
|
add: Preferred equity investment in BRET
|
|
47,500
|
|
|
—
|
|
less: Impairment
|
|
(5,880
|
)
|
|
(5,880
|
)
|
less: Ownership percentage or Restricted Gain Method deferral
|
|
(38,995
|
)
|
|
(41,456
|
)
|
less: Net book equity in excess of purchase price
|
|
(78,203
|
)
|
|
(78,203
|
)
|
Investments in real estate partnerships
|
$
|
442,927
|
|
|
386,882
|
|
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
|
GRIR
|
40%
|
$
|
72,500
|
|
31,813
|
|
5,397
|
|
4,342
|
|
11/28/2012
|
Applewood Village Shops
|
Wheat Ridge, CO
|
GRIR
|
40%
|
|
3,700
|
|
—
|
|
363
|
|
34
|
|
12/19/2012
|
Village Plaza
|
Chapel Hill, NC
|
Columbia II
|
20%
|
|
19,200
|
|
—
|
|
2,242
|
|
686
|
|
12/28/2012
|
Phillips Place
|
Charlotte, NC
|
Other
|
50%
|
|
55,400
|
|
44,500
|
|
—
|
|
—
|
|
|
|
|
|
|
$
|
150,800
|
|
76,313
|
|
8,002
|
|
5,062
|
|
Date Purchased
|
Property Name
|
City/State
|
Co-investment Partner
|
Ownership %
|
|
Purchase Price
|
Debt Assumed, Net of Premiums
|
Intangible Assets
|
Intangible Liabilities
|
||||
7/1/2011
|
Calhoun Commons
|
Minneapolis, MN
|
RegCal
|
25%
|
$
|
21,020
|
|
6,052
|
|
2,130
|
|
303
|
|
8/8/2011
|
Rockridge Center
|
Plymouth, MN
|
Columbia II
|
20%
|
|
20,500
|
|
16,459
|
|
2,116
|
|
2,059
|
|
|
|
|
|
|
$
|
41,520
|
|
22,511
|
|
4,246
|
|
2,362
|
|
Scheduled Principal Payments by Year:
|
|
Scheduled
Principal Payments |
|
Mortgage Loan
Maturities |
|
Unsecured
Maturities |
|
Total
|
|
Regency’s
Pro-Rata Share |
|||||
2013
|
$
|
19,176
|
|
|
24,373
|
|
|
—
|
|
|
43,549
|
|
|
15,949
|
|
2014
|
|
21,289
|
|
|
53,015
|
|
|
21,660
|
|
|
95,964
|
|
|
27,254
|
|
2015
|
|
21,895
|
|
|
130,796
|
|
|
—
|
|
|
152,691
|
|
|
49,619
|
|
2016
|
|
19,139
|
|
|
374,257
|
|
|
—
|
|
|
393,396
|
|
|
127,888
|
|
2017
|
|
18,437
|
|
|
200,635
|
|
|
—
|
|
|
219,072
|
|
|
51,610
|
|
Beyond 5 Years
|
|
77,039
|
|
|
833,680
|
|
|
—
|
|
|
910,719
|
|
|
325,272
|
|
Unamortized debt premiums (discounts), net
|
|
—
|
|
|
1,257
|
|
|
—
|
|
|
1,257
|
|
|
(169
|
)
|
Total
|
$
|
176,975
|
|
|
1,618,013
|
|
|
21,660
|
|
|
1,816,648
|
|
|
597,423
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Total revenues
|
$
|
387,908
|
|
|
399,091
|
|
|
437,029
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
128,946
|
|
|
134,236
|
|
|
155,146
|
|
Operating and maintenance
|
|
55,394
|
|
|
62,442
|
|
|
67,541
|
|
General and administrative
|
|
7,549
|
|
|
7,905
|
|
|
7,383
|
|
Real estate taxes
|
|
46,395
|
|
|
49,103
|
|
|
55,926
|
|
Other expenses
|
|
3,521
|
|
|
3,477
|
|
|
3,666
|
|
Total operating expenses
|
|
241,805
|
|
|
257,163
|
|
|
289,662
|
|
Other expense (income):
|
|
|
|
|
|
|
|||
Interest expense, net
|
|
104,694
|
|
|
112,099
|
|
|
129,581
|
|
Gain on sale of real estate
|
|
(40,437
|
)
|
|
(7,464
|
)
|
|
(8,976
|
)
|
Loss (gain) on extinguishment of debt
|
|
967
|
|
|
(8,743
|
)
|
|
—
|
|
Loss on hedge ineffectiveness
|
|
51
|
|
|
—
|
|
|
—
|
|
Provision for impairment
|
|
3,775
|
|
|
—
|
|
|
78,908
|
|
Preferred return on equity investment
|
|
(2,211
|
)
|
|
—
|
|
|
—
|
|
Other expense (income)
|
|
—
|
|
|
776
|
|
|
(383
|
)
|
Total other expense
|
|
66,839
|
|
|
96,668
|
|
|
199,130
|
|
Net income (loss)
|
$
|
79,264
|
|
|
45,260
|
|
|
(51,763
|
)
|
Regency's share of net income (loss)
|
$
|
23,807
|
|
|
9,643
|
|
|
(12,884
|
)
|
5.
|
Notes Receivable
|
6.
|
Acquired Lease Intangibles
|
|
|
2012
|
|
2011
|
||
In-place leases, net
|
$
|
31,314
|
|
|
21,900
|
|
Above-market leases, net
|
|
9,440
|
|
|
3,427
|
|
Above-market ground leases, net
|
|
1,705
|
|
|
1,727
|
|
Acquired lease intangible assets, net
|
$
|
42,459
|
|
|
27,054
|
|
|
|
|
|
|
||
Acquired lease intangible liabilities, net
|
$
|
20,325
|
|
|
12,662
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
Remaining Weighted Average Amortization/Accretion Period
|
|||
|
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in years)
|
|||
In-place lease amortization
|
$
|
4,307
|
|
$
|
3,436
|
|
$
|
2,317
|
|
|
6.70
|
Above-market lease amortization
(1)
|
|
739
|
|
|
319
|
|
|
108
|
|
|
9.70
|
Above-market ground lease amortization
(1)
|
|
23
|
|
|
17
|
|
|
1
|
|
|
84.50
|
Acquired lease intangible asset amortization
|
$
|
5,069
|
|
$
|
3,772
|
|
$
|
2,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Acquired lease intangible liability accretion
(2)
|
$
|
1,950
|
|
$
|
1,375
|
|
$
|
1,303
|
|
|
9.91
|
Year Ending December 31,
|
|
Amortization Expense
|
|
Net Accretion
|
|||
2013
|
|
$
|
6,607
|
|
|
2,035
|
|
2014
|
|
5,076
|
|
|
1,588
|
|
|
2015
|
|
3,999
|
|
|
947
|
|
|
2016
|
|
3,238
|
|
|
675
|
|
|
2017
|
|
2,441
|
|
|
672
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Dividend per share
|
$
|
1.85
|
|
|
1.85
|
|
|
1.85
|
|
Ordinary income
|
|
71
|
%
|
|
33
|
%
|
|
40
|
%
|
Capital gain
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Return of capital
|
|
28
|
%
|
|
66
|
%
|
|
58
|
%
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
|
|||
Current
|
$
|
97
|
|
|
283
|
|
|
(639
|
)
|
Deferred
|
|
13,727
|
|
|
2,422
|
|
|
(860
|
)
|
Total income tax expense (benefit)
|
$
|
13,824
|
|
|
2,705
|
|
|
(1,499
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Income tax expense (benefit) from:
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
Discontinued operations
|
|
600
|
|
|
(289
|
)
|
|
(166
|
)
|
Total income tax expense (benefit)
|
$
|
13,824
|
|
|
2,705
|
|
|
(1,499
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Computed expected tax (benefit) expense
|
$
|
(2,099
|
)
|
|
1,089
|
|
|
(3,368
|
)
|
(Decrease) increase in income tax resulting from state taxes
|
|
(122
|
)
|
|
126
|
|
|
(392
|
)
|
Valuation allowance
|
|
15,635
|
|
|
1,438
|
|
|
286
|
|
All other items
|
|
410
|
|
|
52
|
|
|
1,975
|
|
Total income tax expense (benefit)
|
|
13,824
|
|
|
2,705
|
|
|
(1,499
|
)
|
Amounts attributable to discontinued operations
|
|
600
|
|
|
(289
|
)
|
|
(166
|
)
|
Amounts attributable to continuing operations
|
$
|
13,224
|
|
|
2,994
|
|
|
(1,333
|
)
|
|
|
2012
|
|
2011
|
||
Deferred tax assets
|
|
|
|
|
||
Investments in real estate partnerships
|
$
|
8,116
|
|
|
8,124
|
|
Provision for impairment
|
|
5,667
|
|
|
4,047
|
|
Deferred interest expense
|
|
4,507
|
|
|
4,507
|
|
Capitalized costs under Section 263A
|
|
2,637
|
|
|
3,828
|
|
Net operating loss carryforward
|
|
1,033
|
|
|
280
|
|
Employee benefits
|
|
838
|
|
|
683
|
|
Other
|
|
435
|
|
|
791
|
|
Deferred tax assets
|
|
23,233
|
|
|
22,260
|
|
Valuation allowance
|
|
(22,114
|
)
|
|
(6,479
|
)
|
Deferred tax assets, net
|
|
1,119
|
|
|
15,781
|
|
Deferred tax liabilities
|
|
|
|
|
||
Straight line rent
|
|
519
|
|
|
1,916
|
|
Depreciation
|
|
600
|
|
|
138
|
|
Deferred tax liabilities
|
|
1,119
|
|
|
2,054
|
|
Net deferred tax assets
|
$
|
—
|
|
|
13,727
|
|
|
|
2012
|
|
2011
|
||
Notes payable:
|
|
|
|
|
||
Fixed rate mortgage loans
|
$
|
461,914
|
|
|
439,880
|
|
Variable rate mortgage loans
|
|
12,041
|
|
|
12,665
|
|
Fixed rate unsecured loans
|
|
1,297,936
|
|
|
1,489,895
|
|
Total notes payable
|
|
1,771,891
|
|
|
1,942,440
|
|
Unsecured credit facilities
|
|
170,000
|
|
|
40,000
|
|
Total
|
$
|
1,941,891
|
|
|
1,982,440
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
||||||
|
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pays Variable Rate of
|
|
Regency Pays Fixed Rate of
|
|
2012
|
|
2011
|
||||
Assets:
|
|||||||||||||||||
|
April 15, 2014
|
|
April 15, 2024
|
$
|
75,000
|
|
|
3 Month LIBOR
|
|
2.087
|
%
|
|
1,022
|
|
|
—
|
|
|
April 15, 2014
|
|
April 15, 2024
|
$
|
50,000
|
|
|
3 Month LIBOR
|
|
2.088
|
%
|
|
672
|
|
|
—
|
|
|
August 1, 2015
|
|
August 1, 2025
|
$
|
75,000
|
|
|
3 Month LIBOR
|
|
2.479
|
%
|
|
1,131
|
|
|
—
|
|
|
August 1, 2015
|
|
August 1, 2025
|
$
|
50,000
|
|
|
3 Month LIBOR
|
|
2.479
|
%
|
|
729
|
|
|
—
|
|
|
August 1, 2015
|
|
August 1, 2025
|
$
|
50,000
|
|
|
3 Month LIBOR
|
|
2.479
|
%
|
|
753
|
|
|
—
|
|
Other Assets
|
|
|
|
|
|
|
4,307
|
|
|
—
|
|
||||||
Liabilities:
|
|||||||||||||||||
|
October 1, 2011
|
|
September 1, 2014
|
$
|
9,000
|
|
|
1 Month LIBOR
|
|
0.76
|
%
|
|
76
|
|
|
37
|
|
Accounts payable and other liabilities
|
|
|
|
76
|
|
|
37
|
|
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) |
||||||||||||||||||||||||
|
December 31,
|
|
|
|
December 31,
|
|
|
|
December 31,
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Interest rate swaps
|
$
|
4,245
|
|
|
18
|
|
|
(36,556
|
)
|
|
Interest
expense |
|
$
|
(9,491
|
)
|
|
(9,467
|
)
|
|
(5,575
|
)
|
|
Other expenses
|
|
$
|
—
|
|
|
(54
|
)
|
|
1,419
|
|
|
|
Fair Value Measurements at 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 at 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
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
$
|
(37
|
)
|
|
—
|
|
|
(38
|
)
|
|
1
|
|
|
|
Fair Value Measurements at December 31, 2012
|
|||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
|
Total 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
|
)
|
(1)
Excludes impairments for properties sold during the year ended December 31, 2012.
|
Parent Company
|
Financial Statement Line Item
|
Consolidated Statements of Operations
|
Preferred stock dividends
|
Consolidated Statements of Equity
|
Redemption of preferred stock
|
Operating Partnership
|
|
Consolidated Statements of Operations
|
Preferred unit distributions
|
Consolidated Statements of Capital
|
Preferred units issued as a result of preferred stock issued by Parent Company, net of redemptions and issuance costs
|
|
|
Preferred Stock Outstanding at December 31, 2011
|
||||||||||
Series
|
|
Shares
Outstanding |
|
Liquidation
Preference |
|
Distribution
Rate |
|
Callable
By Company |
||||
Series 3
|
|
3,000,000
|
|
|
$
|
75,000,000
|
|
|
7.450
|
%
|
|
4/3/2008
|
Series 4
|
|
5,000,000
|
|
|
125,000,000
|
|
|
7.250
|
%
|
|
8/31/2009
|
|
Series 5
|
|
3,000,000
|
|
|
75,000,000
|
|
|
6.700
|
%
|
|
8/2/2010
|
|
|
|
11,000,000
|
|
|
$
|
275,000,000
|
|
|
|
|
|
Units Outstanding
|
|
Amount
Outstanding |
|
Distribution
Rate |
|
Callable by
Company |
|
Exchangeable
by Unit holder |
|||
500,000
|
|
$
|
50,000,000
|
|
|
7.45
|
%
|
|
9/29/2009
|
|
1/1/2014
|
|
|
Loss on Settlement of Derivative Instruments
|
|
Fair Value of Derivative Instruments
|
|
Accumulated Other Comprehensive Income (Loss)
|
|||
Beginning balance
|
$
|
(71,438
|
)
|
|
9
|
|
|
(71,429
|
)
|
Net gain on cash flow derivative instruments
|
|
—
|
|
|
4,255
|
|
|
4,255
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
9,447
|
|
|
12
|
|
|
9,459
|
|
Net current-period other comprehensive income
|
|
9,447
|
|
|
4,267
|
|
|
13,714
|
|
Ending balance
|
$
|
(61,991
|
)
|
|
4,276
|
|
|
(57,715
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Restricted stock
|
$
|
11,526
|
|
|
10,659
|
|
|
7,236
|
|
Directors' fees paid in common stock
|
|
259
|
|
|
269
|
|
|
231
|
|
Less: Amount capitalized
|
|
(1,979
|
)
|
|
(1,104
|
)
|
|
(852
|
)
|
Total
|
$
|
9,806
|
|
|
9,824
|
|
|
6,615
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||
Outstanding December 31, 2011
|
386,149
|
|
$
|
52.12
|
|
|
3.0
|
$
|
(5,598
|
)
|
Less: Exercised
|
7,619
|
|
|
34.34
|
|
|
|
|
|
|
Less: Forfeited
|
57,952
|
|
|
51.36
|
|
|
|
|
|
|
Less: Expired
|
4,654
|
|
|
72.29
|
|
|
|
|
|
|
Outstanding December 31, 2012
|
315,924
|
|
$
|
52.39
|
|
|
2.1
|
$
|
(1,664
|
)
|
Vested and expected to vest - December 31, 2012
|
315,924
|
|
$
|
52.39
|
|
|
2.1
|
$
|
(1,664
|
)
|
Exercisable December 31, 2012
|
315,924
|
|
$
|
52.39
|
|
|
2.1
|
$
|
(1,664
|
)
|
•
|
Time-based awards vest 25% per year beginning on the first anniversary following the grant date. These grants are subject only to continued employment and not dependent on future performance measures; and accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed. During
2012
, the Company granted
112,496
shares of time-based awards.
|
•
|
Performance-based awards are earned subject to future performance measurements, including individual goals, annual growth in earnings, and compounded
three
-year growth in earnings. Once the performance criteria are achieved and the actual number of shares earned is determined, shares will vest over a required service period. If such performance criteria are not met, compensation cost previously recognized would be reversed. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis. During
2012
, the Company granted
25,435
shares of performance-based awards.
|
•
|
Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of peer indices over a
three
-year period (“TSR Grant”). Once the market criteria are met and the actual number of shares earned is determined, 100% of the earned shares vest. The probability of meeting the market criteria is considered when calculating the estimated fair market value on the date of grant using a Monte Carlo simulation. These awards were accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the market criteria are achieved and the awards are ultimately earned and vest. During
2012
, the Company granted
128,302
shares of market-based awards. The significant assumptions underlying determination of fair values for market-based awards granted during the years ended
December 31, 2012
,
2011
, and
2010
were
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Volatility
|
|
48.80
|
%
|
|
66.50
|
%
|
|
66.40
|
%
|
Risk free interest rate
|
|
0.32
|
%
|
|
0.98
|
%
|
|
1.41
|
%
|
|
Number of
Shares
|
|
Intrinsic
Value
(in thousands)
|
|
Weighted
Average
Grant
Price
|
|
Non-vested at December 31, 2011
|
562,259
|
|
|
|
|
|
Add: Time-based awards granted
|
112,496
|
|
|
|
$
|
40.05
|
Add: Performance-based awards granted
|
25,435
|
|
|
|
$
|
39.00
|
Add: Market-based awards granted
|
128,302
|
|
|
|
$
|
39.00
|
Less: Vested and Distributed
|
152,019
|
|
|
|
$
|
43.13
|
Less: Forfeited
|
1,982
|
|
|
|
$
|
40.34
|
Non-vested at December 31, 2012
|
674,491
|
|
$
|
31,782
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Numerator:
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
505
|
|
|
45,344
|
|
|
3,106
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
Net income
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Less: preferred stock dividends
|
|
32,531
|
|
|
19,675
|
|
|
19,675
|
|
Less: income attributable to noncontrolling interests
|
|
342
|
|
|
4,418
|
|
|
4,185
|
|
Net (loss) income attributable to common stockholders
|
|
(6,664
|
)
|
|
31,695
|
|
|
(10,859
|
)
|
Less: dividends paid on unvested restricted stock
|
|
572
|
|
|
615
|
|
|
542
|
|
Net income attributable to common stockholders - basic
|
|
(7,236
|
)
|
|
31,080
|
|
|
(11,401
|
)
|
Add: dividends paid on Treasury Method restricted stock
|
|
—
|
|
|
18
|
|
|
—
|
|
Net (loss) income for common stockholders - diluted
|
$
|
(7,236
|
)
|
|
31,098
|
|
|
(11,401
|
)
|
Denominator:
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding for basic EPS
|
|
89,630
|
|
|
87,825
|
|
|
81,068
|
|
Incremental shares to be issued under unvested restricted stock
|
|
39
|
|
|
—
|
|
|
—
|
|
Incremental shares under Forward Equity Offering
|
|
—
|
|
|
424
|
|
|
1,534
|
|
Weighted average common shares outstanding for diluted EPS
|
|
89,669
|
|
|
88,249
|
|
|
82,602
|
|
(Loss) income per common share – basic
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common stockholders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
(Loss) income per common share – diluted
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common stockholders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Numerator:
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
505
|
|
|
45,344
|
|
|
3,106
|
|
Income from discontinued operations
|
|
23,546
|
|
|
8,040
|
|
|
8,902
|
|
Gain on sale of real estate
|
|
2,158
|
|
|
2,404
|
|
|
993
|
|
Net income
|
|
26,209
|
|
|
55,788
|
|
|
13,001
|
|
Less: preferred unit distributions
|
|
31,902
|
|
|
23,400
|
|
|
23,400
|
|
Less: income attributable to noncontrolling interests
|
|
865
|
|
|
590
|
|
|
376
|
|
Net (loss) income attributable to common unit holders
|
|
(6,558
|
)
|
|
31,798
|
|
|
(10,775
|
)
|
Less: dividends paid on unvested restricted stock
|
|
572
|
|
|
615
|
|
|
542
|
|
Net income attributable to common unit holders - basic
|
|
(7,130
|
)
|
|
31,183
|
|
|
(11,317
|
)
|
Add: dividends paid on Treasury Method restricted stock
|
|
—
|
|
|
18
|
|
|
—
|
|
Net income for common unit holders - diluted
|
$
|
(7,130
|
)
|
|
31,201
|
|
|
(11,317
|
)
|
Denominator:
|
|
|
|
|
|
|
|||
Weighted average common units outstanding for basic EPU
|
|
89,808
|
|
|
88,002
|
|
|
81,339
|
|
Incremental shares to be issued under unvested restricted stock
|
|
39
|
|
|
—
|
|
|
—
|
|
Incremental units under Forward Equity Offering
|
|
—
|
|
|
424
|
|
|
1,534
|
|
Weighted average common units outstanding for diluted EPU
|
|
89,847
|
|
|
88,426
|
|
|
82,873
|
|
(Loss) income per common unit – basic
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common unit holders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
(Loss) income per common unit – diluted
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(0.34
|
)
|
|
0.26
|
|
|
(0.25
|
)
|
Discontinued operations
|
|
0.26
|
|
|
0.09
|
|
|
0.11
|
|
Net (loss) income attributable to common unit holders
|
$
|
(0.08
|
)
|
|
0.35
|
|
|
(0.14
|
)
|
Year Ending December 31,
|
|
Amount
|
|
2013
|
$
|
332,351
|
|
2014
|
|
311,905
|
|
2015
|
|
276,784
|
|
2016
|
|
240,376
|
|
2017
|
|
196,098
|
|
Thereafter
|
|
991,272
|
|
Total
|
$
|
2,348,786
|
|
Year Ending December 31,
|
|
Amount
|
|
2013
|
$
|
7,732
|
|
2014
|
|
7,136
|
|
2015
|
|
6,713
|
|
2016
|
|
6,181
|
|
2017
|
|
4,649
|
|
Thereafter
|
|
101,613
|
|
Total
|
$
|
134,024
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
4S Commons Town Center
|
|
30,760
|
|
|
35,830
|
|
|
(379
|
)
|
|
30,812
|
|
|
35,399
|
|
|
—
|
|
|
66,211
|
|
|
11,743
|
|
|
54,468
|
|
|
62,500
|
|
Airport Crossing
|
|
1,748
|
|
|
1,690
|
|
|
85
|
|
|
1,744
|
|
|
1,780
|
|
|
—
|
|
|
3,524
|
|
|
426
|
|
|
3,098
|
|
|
—
|
|
Amerige Heights Town Center
|
|
10,109
|
|
|
11,288
|
|
|
247
|
|
|
10,109
|
|
|
11,536
|
|
|
—
|
|
|
21,645
|
|
|
1,830
|
|
|
19,815
|
|
|
17,000
|
|
Anastasia Plaza
|
|
9,065
|
|
|
—
|
|
|
120
|
|
|
3,338
|
|
|
5,847
|
|
|
—
|
|
|
9,185
|
|
|
739
|
|
|
8,446
|
|
|
—
|
|
Anthem Marketplace
|
|
6,714
|
|
|
13,696
|
|
|
204
|
|
|
6,714
|
|
|
13,899
|
|
|
—
|
|
|
20,613
|
|
|
4,675
|
|
|
15,938
|
|
|
—
|
|
Ashburn Farm Market Center
|
|
9,835
|
|
|
4,812
|
|
|
369
|
|
|
9,835
|
|
|
5,181
|
|
|
—
|
|
|
15,016
|
|
|
2,943
|
|
|
12,073
|
|
|
—
|
|
Ashford Perimeter
|
|
2,584
|
|
|
9,865
|
|
|
514
|
|
|
2,584
|
|
|
10,379
|
|
|
—
|
|
|
12,963
|
|
|
5,217
|
|
|
7,746
|
|
|
—
|
|
Augusta Center
|
|
5,142
|
|
|
2,720
|
|
|
(5,456
|
)
|
|
1,547
|
|
|
859
|
|
|
—
|
|
|
2,406
|
|
|
(3
|
)
|
|
2,409
|
|
|
—
|
|
Aventura Shopping Center
|
|
2,751
|
|
|
10,459
|
|
|
29
|
|
|
2,751
|
|
|
10,488
|
|
|
—
|
|
|
13,239
|
|
|
9,561
|
|
|
3,678
|
|
|
—
|
|
Balboa Mesa Shopping Center
|
|
23,074
|
|
|
33,838
|
|
|
—
|
|
|
23,074
|
|
|
33,838
|
|
|
—
|
|
|
56,912
|
|
|
495
|
|
|
56,417
|
|
|
—
|
|
Beckett Commons
|
|
1,625
|
|
|
10,960
|
|
|
2,570
|
|
|
1,748
|
|
|
13,407
|
|
|
—
|
|
|
15,155
|
|
|
4,155
|
|
|
11,000
|
|
|
—
|
|
Belleview Square
|
|
8,132
|
|
|
9,756
|
|
|
1,965
|
|
|
8,298
|
|
|
11,555
|
|
|
—
|
|
|
19,853
|
|
|
4,188
|
|
|
15,665
|
|
|
7,208
|
|
Berkshire Commons
|
|
2,295
|
|
|
9,551
|
|
|
1,447
|
|
|
2,965
|
|
|
10,328
|
|
|
—
|
|
|
13,293
|
|
|
5,510
|
|
|
7,783
|
|
|
7,500
|
|
Bloomingdale Square
|
|
3,940
|
|
|
14,912
|
|
|
871
|
|
|
3,940
|
|
|
15,783
|
|
|
—
|
|
|
19,723
|
|
|
6,242
|
|
|
13,481
|
|
|
—
|
|
Boulevard Center
|
|
3,659
|
|
|
10,787
|
|
|
936
|
|
|
3,659
|
|
|
11,723
|
|
|
—
|
|
|
15,382
|
|
|
4,609
|
|
|
10,773
|
|
|
—
|
|
Boynton Lakes Plaza
|
|
2,628
|
|
|
11,236
|
|
|
3,436
|
|
|
3,464
|
|
|
13,836
|
|
|
—
|
|
|
17,300
|
|
|
4,185
|
|
|
13,115
|
|
|
—
|
|
Brentwood Plaza
|
|
2,788
|
|
|
3,473
|
|
|
18
|
|
|
2,788
|
|
|
3,491
|
|
|
—
|
|
|
6,279
|
|
|
267
|
|
|
6,012
|
|
|
—
|
|
Briarcliff La Vista
|
|
694
|
|
|
3,292
|
|
|
154
|
|
|
694
|
|
|
3,446
|
|
|
—
|
|
|
4,140
|
|
|
2,038
|
|
|
2,102
|
|
|
—
|
|
Briarcliff Village
|
|
4,597
|
|
|
24,836
|
|
|
1,069
|
|
|
4,597
|
|
|
25,905
|
|
|
—
|
|
|
30,502
|
|
|
13,223
|
|
|
17,279
|
|
|
—
|
|
Bridgeton
|
|
3,033
|
|
|
8,137
|
|
|
34
|
|
|
3,067
|
|
|
8,137
|
|
|
—
|
|
|
11,204
|
|
|
546
|
|
|
10,658
|
|
|
—
|
|
Buckhead Court
|
|
1,417
|
|
|
7,432
|
|
|
231
|
|
|
1,417
|
|
|
7,663
|
|
|
—
|
|
|
9,080
|
|
|
4,333
|
|
|
4,747
|
|
|
—
|
|
Buckley Square
|
|
2,970
|
|
|
5,978
|
|
|
583
|
|
|
2,970
|
|
|
6,561
|
|
|
—
|
|
|
9,531
|
|
|
2,802
|
|
|
6,729
|
|
|
—
|
|
Buckwalter Place Shopping Ctr
|
|
6,563
|
|
|
6,590
|
|
|
123
|
|
|
6,592
|
|
|
6,684
|
|
|
—
|
|
|
13,276
|
|
|
1,746
|
|
|
11,530
|
|
|
—
|
|
Caligo Crossing
|
|
2,459
|
|
|
4,897
|
|
|
441
|
|
|
2,459
|
|
|
5,338
|
|
|
—
|
|
|
7,797
|
|
|
1,181
|
|
|
6,616
|
|
|
—
|
|
Cambridge Square
|
|
774
|
|
|
4,347
|
|
|
634
|
|
|
774
|
|
|
4,982
|
|
|
—
|
|
|
5,756
|
|
|
2,207
|
|
|
3,549
|
|
|
—
|
|
Carmel Commons
|
|
2,466
|
|
|
12,548
|
|
|
3,819
|
|
|
3,406
|
|
|
15,426
|
|
|
—
|
|
|
18,832
|
|
|
5,551
|
|
|
13,281
|
|
|
—
|
|
Carriage Gate
|
|
833
|
|
|
4,974
|
|
|
268
|
|
|
835
|
|
|
5,240
|
|
|
—
|
|
|
6,075
|
|
|
3,665
|
|
|
2,410
|
|
|
—
|
|
Centerplace of Greeley III
|
|
6,661
|
|
|
11,502
|
|
|
2,255
|
|
|
6,796
|
|
|
13,623
|
|
|
—
|
|
|
20,419
|
|
|
2,364
|
|
|
18,055
|
|
|
—
|
|
Chasewood Plaza
|
|
4,612
|
|
|
20,829
|
|
|
307
|
|
|
4,681
|
|
|
21,067
|
|
|
—
|
|
|
25,748
|
|
|
12,241
|
|
|
13,507
|
|
|
—
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
Cherry Grove
|
|
3,533
|
|
|
15,862
|
|
|
1,424
|
|
|
3,581
|
|
|
17,238
|
|
|
—
|
|
|
20,819
|
|
|
6,540
|
|
|
14,279
|
|
|
—
|
|
Cheshire Station
|
|
9,896
|
|
|
8,344
|
|
|
(22
|
)
|
|
9,896
|
|
|
8,322
|
|
|
—
|
|
|
18,218
|
|
|
5,994
|
|
|
12,224
|
|
|
—
|
|
Clayton Valley Shopping Center
|
|
24,189
|
|
|
35,422
|
|
|
1,892
|
|
|
24,538
|
|
|
36,965
|
|
|
—
|
|
|
61,503
|
|
|
12,759
|
|
|
48,744
|
|
|
—
|
|
Cochran's Crossing
|
|
13,154
|
|
|
12,315
|
|
|
632
|
|
|
13,154
|
|
|
12,947
|
|
|
—
|
|
|
26,101
|
|
|
6,195
|
|
|
19,906
|
|
|
—
|
|
Corkscrew Village
|
|
8,407
|
|
|
8,004
|
|
|
89
|
|
|
8,407
|
|
|
8,094
|
|
|
—
|
|
|
16,501
|
|
|
1,759
|
|
|
14,742
|
|
|
8,436
|
|
Cornerstone Square
|
|
1,772
|
|
|
6,944
|
|
|
955
|
|
|
1,764
|
|
|
7,907
|
|
|
—
|
|
|
9,671
|
|
|
3,638
|
|
|
6,033
|
|
|
—
|
|
Corvallis Market Center
|
|
6,674
|
|
|
12,244
|
|
|
34
|
|
|
6,696
|
|
|
12,256
|
|
|
—
|
|
|
18,952
|
|
|
2,481
|
|
|
16,471
|
|
|
—
|
|
Costa Verde Center
|
|
12,740
|
|
|
26,868
|
|
|
984
|
|
|
12,798
|
|
|
27,794
|
|
|
—
|
|
|
40,592
|
|
|
11,523
|
|
|
29,069
|
|
|
—
|
|
Courtyard Landcom
|
|
5,867
|
|
|
4
|
|
|
3
|
|
|
5,867
|
|
|
7
|
|
|
—
|
|
|
5,874
|
|
|
1
|
|
|
5,873
|
|
|
—
|
|
Culpeper Colonnade
|
|
15,944
|
|
|
10,601
|
|
|
206
|
|
|
15,947
|
|
|
10,803
|
|
|
—
|
|
|
26,750
|
|
|
4,060
|
|
|
22,690
|
|
|
—
|
|
Dardenne Crossing
|
|
4,194
|
|
|
4,005
|
|
|
73
|
|
|
4,195
|
|
|
4,078
|
|
|
—
|
|
|
8,273
|
|
|
355
|
|
|
7,918
|
|
|
—
|
|
Deer Springs Town Center
|
|
41,031
|
|
|
42,841
|
|
|
(56,572
|
)
|
|
6,214
|
|
|
21,085
|
|
|
—
|
|
|
27,299
|
|
|
1,919
|
|
|
25,380
|
|
|
—
|
|
Delk Spectrum
|
|
2,985
|
|
|
12,001
|
|
|
386
|
|
|
3,000
|
|
|
12,372
|
|
|
—
|
|
|
15,372
|
|
|
4,992
|
|
|
10,380
|
|
|
—
|
|
Diablo Plaza
|
|
5,300
|
|
|
8,181
|
|
|
765
|
|
|
5,300
|
|
|
8,946
|
|
|
—
|
|
|
14,246
|
|
|
3,313
|
|
|
10,933
|
|
|
—
|
|
Dickson Tn
|
|
675
|
|
|
1,568
|
|
|
—
|
|
|
675
|
|
|
1,568
|
|
|
—
|
|
|
2,243
|
|
|
518
|
|
|
1,725
|
|
|
—
|
|
Dunwoody Village
|
|
3,342
|
|
|
15,934
|
|
|
1,302
|
|
|
3,342
|
|
|
17,236
|
|
|
—
|
|
|
20,578
|
|
|
9,127
|
|
|
11,451
|
|
|
—
|
|
East Pointe
|
|
1,730
|
|
|
7,189
|
|
|
338
|
|
|
1,730
|
|
|
7,527
|
|
|
—
|
|
|
9,257
|
|
|
3,335
|
|
|
5,922
|
|
|
—
|
|
East Towne Center
|
|
2,957
|
|
|
4,938
|
|
|
(101
|
)
|
|
2,957
|
|
|
4,837
|
|
|
—
|
|
|
7,794
|
|
|
2,212
|
|
|
5,582
|
|
|
—
|
|
El Camino Shopping Center
|
|
7,600
|
|
|
11,538
|
|
|
204
|
|
|
7,600
|
|
|
11,742
|
|
|
—
|
|
|
19,342
|
|
|
4,349
|
|
|
14,993
|
|
|
—
|
|
El Cerrito Plaza
|
|
11,025
|
|
|
27,371
|
|
|
618
|
|
|
11,025
|
|
|
27,989
|
|
|
—
|
|
|
39,014
|
|
|
4,039
|
|
|
34,975
|
|
|
39,976
|
|
El Norte Parkway Plaza
|
|
2,834
|
|
|
7,370
|
|
|
110
|
|
|
2,840
|
|
|
7,474
|
|
|
—
|
|
|
10,314
|
|
|
3,084
|
|
|
7,230
|
|
|
—
|
|
Encina Grande
|
|
5,040
|
|
|
11,572
|
|
|
—
|
|
|
5,040
|
|
|
11,572
|
|
|
—
|
|
|
16,612
|
|
|
4,523
|
|
|
12,089
|
|
|
—
|
|
Fairfax Shopping Center
|
|
15,239
|
|
|
11,367
|
|
|
(5,523
|
)
|
|
13,175
|
|
|
7,908
|
|
|
—
|
|
|
21,083
|
|
|
1,078
|
|
|
20,005
|
|
|
—
|
|
Falcon
|
|
1,340
|
|
|
4,168
|
|
|
26
|
|
|
1,340
|
|
|
4,194
|
|
|
—
|
|
|
5,534
|
|
|
1,002
|
|
|
4,532
|
|
|
—
|
|
Fenton Marketplace
|
|
2,298
|
|
|
8,510
|
|
|
(8,709
|
)
|
|
512
|
|
|
1,588
|
|
|
—
|
|
|
2,100
|
|
|
138
|
|
|
1,962
|
|
|
—
|
|
Fleming Island
|
|
3,077
|
|
|
11,587
|
|
|
2,296
|
|
|
3,111
|
|
|
13,849
|
|
|
—
|
|
|
16,960
|
|
|
4,604
|
|
|
12,356
|
|
|
786
|
|
French Valley Village Center
|
|
11,924
|
|
|
16,856
|
|
|
5
|
|
|
11,822
|
|
|
16,963
|
|
|
—
|
|
|
28,785
|
|
|
6,211
|
|
|
22,574
|
|
|
—
|
|
Friars Mission Center
|
|
6,660
|
|
|
28,021
|
|
|
509
|
|
|
6,660
|
|
|
28,530
|
|
|
—
|
|
|
35,190
|
|
|
10,061
|
|
|
25,129
|
|
|
393
|
|
Gardens Square
|
|
2,136
|
|
|
8,273
|
|
|
334
|
|
|
2,136
|
|
|
8,606
|
|
|
—
|
|
|
10,742
|
|
|
3,452
|
|
|
7,290
|
|
|
—
|
|
Gateway 101
|
|
24,971
|
|
|
9,113
|
|
|
671
|
|
|
24,971
|
|
|
9,785
|
|
|
—
|
|
|
34,756
|
|
|
1,726
|
|
|
33,030
|
|
|
—
|
|
Gateway Shopping Center
|
|
52,665
|
|
|
7,134
|
|
|
1,510
|
|
|
52,672
|
|
|
8,637
|
|
|
—
|
|
|
61,309
|
|
|
7,376
|
|
|
53,933
|
|
|
16,652
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
Gelson's Westlake Market Plaza
|
|
3,157
|
|
|
11,153
|
|
|
331
|
|
|
3,157
|
|
|
11,484
|
|
|
—
|
|
|
14,641
|
|
|
3,664
|
|
|
10,977
|
|
|
—
|
|
Glen Oak Plaza
|
|
4,103
|
|
|
12,951
|
|
|
228
|
|
|
4,103
|
|
|
13,179
|
|
|
—
|
|
|
17,282
|
|
|
1,087
|
|
|
16,195
|
|
|
3,555
|
|
Glenwood Village
|
|
1,194
|
|
|
5,381
|
|
|
132
|
|
|
1,194
|
|
|
5,513
|
|
|
—
|
|
|
6,707
|
|
|
3,108
|
|
|
3,599
|
|
|
—
|
|
Golden Hills Plaza
|
|
12,699
|
|
|
18,482
|
|
|
3,023
|
|
|
12,699
|
|
|
21,505
|
|
|
—
|
|
|
34,204
|
|
|
2,659
|
|
|
31,545
|
|
|
—
|
|
Grand Ridge Plaza
|
|
2,240
|
|
|
8,454
|
|
|
—
|
|
|
2,240
|
|
|
8,454
|
|
|
—
|
|
|
10,694
|
|
|
195
|
|
|
10,499
|
|
|
12,653
|
|
Greenwood Springs
|
|
2,720
|
|
|
3,059
|
|
|
(3,695
|
)
|
|
889
|
|
|
1,195
|
|
|
—
|
|
|
2,084
|
|
|
156
|
|
|
1,928
|
|
|
—
|
|
Hancock
|
|
8,232
|
|
|
28,260
|
|
|
866
|
|
|
8,232
|
|
|
29,127
|
|
|
—
|
|
|
37,359
|
|
|
11,388
|
|
|
25,971
|
|
|
—
|
|
Harpeth Village Fieldstone
|
|
2,284
|
|
|
9,443
|
|
|
178
|
|
|
2,284
|
|
|
9,621
|
|
|
—
|
|
|
11,905
|
|
|
3,660
|
|
|
8,245
|
|
|
—
|
|
Harris Crossing
|
|
7,199
|
|
|
3,677
|
|
|
—
|
|
|
7,199
|
|
|
3,677
|
|
|
—
|
|
|
10,876
|
|
|
684
|
|
|
10,192
|
|
|
—
|
|
Heritage Land
|
|
12,390
|
|
|
—
|
|
|
—
|
|
|
12,390
|
|
|
—
|
|
|
—
|
|
|
12,390
|
|
|
—
|
|
|
12,390
|
|
|
—
|
|
Heritage Plaza
|
|
—
|
|
|
26,097
|
|
|
12,882
|
|
|
108
|
|
|
38,871
|
|
|
—
|
|
|
38,979
|
|
|
10,662
|
|
|
28,317
|
|
|
—
|
|
Hershey
|
|
7
|
|
|
808
|
|
|
5
|
|
|
7
|
|
|
814
|
|
|
—
|
|
|
821
|
|
|
249
|
|
|
572
|
|
|
—
|
|
Hibernia Pavilion
|
|
4,929
|
|
|
5,065
|
|
|
25
|
|
|
4,929
|
|
|
5,089
|
|
|
—
|
|
|
10,018
|
|
|
1,260
|
|
|
8,758
|
|
|
—
|
|
Hibernia Plaza
|
|
267
|
|
|
230
|
|
|
1
|
|
|
267
|
|
|
231
|
|
|
—
|
|
|
498
|
|
|
32
|
|
|
466
|
|
|
—
|
|
Hickory Creek Plaza
|
|
5,629
|
|
|
4,564
|
|
|
279
|
|
|
5,629
|
|
|
4,842
|
|
|
—
|
|
|
10,471
|
|
|
1,604
|
|
|
8,867
|
|
|
—
|
|
Hillcrest Village
|
|
1,600
|
|
|
1,909
|
|
|
—
|
|
|
1,600
|
|
|
1,909
|
|
|
—
|
|
|
3,509
|
|
|
691
|
|
|
2,818
|
|
|
—
|
|
Hinsdale
|
|
5,734
|
|
|
16,709
|
|
|
1,415
|
|
|
5,734
|
|
|
18,125
|
|
|
—
|
|
|
23,859
|
|
|
6,899
|
|
|
16,960
|
|
|
—
|
|
Horton's Corner
|
|
3,137
|
|
|
2,779
|
|
|
31
|
|
|
3,216
|
|
|
2,731
|
|
|
—
|
|
|
5,947
|
|
|
693
|
|
|
5,254
|
|
|
—
|
|
Howell Mill Village
|
|
5,157
|
|
|
14,279
|
|
|
829
|
|
|
5,157
|
|
|
15,108
|
|
|
—
|
|
|
20,265
|
|
|
1,974
|
|
|
18,291
|
|
|
—
|
|
Hyde Park
|
|
9,809
|
|
|
39,905
|
|
|
1,306
|
|
|
9,809
|
|
|
41,211
|
|
|
—
|
|
|
51,020
|
|
|
17,450
|
|
|
33,570
|
|
|
—
|
|
Indio Towne Center
|
|
17,946
|
|
|
31,985
|
|
|
204
|
|
|
17,949
|
|
|
32,186
|
|
|
—
|
|
|
50,135
|
|
|
6,197
|
|
|
43,938
|
|
|
—
|
|
Inglewood Plaza
|
|
1,300
|
|
|
2,159
|
|
|
109
|
|
|
1,300
|
|
|
2,268
|
|
|
—
|
|
|
3,568
|
|
|
866
|
|
|
2,702
|
|
|
—
|
|
Jefferson Square
|
|
5,167
|
|
|
6,445
|
|
|
78
|
|
|
5,225
|
|
|
6,464
|
|
|
—
|
|
|
11,689
|
|
|
1,066
|
|
|
10,623
|
|
|
—
|
|
Keller Town Center
|
|
2,294
|
|
|
12,841
|
|
|
47
|
|
|
2,294
|
|
|
12,888
|
|
|
—
|
|
|
15,182
|
|
|
4,580
|
|
|
10,602
|
|
|
—
|
|
Kent Place
|
|
4,855
|
|
|
3,544
|
|
|
—
|
|
|
4,855
|
|
|
3,544
|
|
|
—
|
|
|
8,399
|
|
|
41
|
|
|
8,358
|
|
|
—
|
|
Kings Crossing Sun City
|
|
515
|
|
|
1,246
|
|
|
109
|
|
|
515
|
|
|
1,356
|
|
|
—
|
|
|
1,871
|
|
|
292
|
|
|
1,579
|
|
|
—
|
|
Kirkwood Commons
|
|
6,772
|
|
|
16,224
|
|
|
339
|
|
|
6,802
|
|
|
16,533
|
|
|
—
|
|
|
23,335
|
|
|
977
|
|
|
22,358
|
|
|
13,103
|
|
Kroger New Albany Center
|
|
3,844
|
|
|
6,599
|
|
|
356
|
|
|
3,844
|
|
|
6,955
|
|
|
—
|
|
|
10,799
|
|
|
3,852
|
|
|
6,947
|
|
|
3,041
|
|
Kulpsville
|
|
5,518
|
|
|
3,756
|
|
|
139
|
|
|
5,600
|
|
|
3,813
|
|
|
—
|
|
|
9,413
|
|
|
763
|
|
|
8,650
|
|
|
—
|
|
Lake Pine Plaza
|
|
2,008
|
|
|
7,632
|
|
|
276
|
|
|
2,029
|
|
|
7,887
|
|
|
—
|
|
|
9,916
|
|
|
2,967
|
|
|
6,949
|
|
|
—
|
|
Lebanon Center
|
|
3,865
|
|
|
5,751
|
|
|
30
|
|
|
3,865
|
|
|
5,781
|
|
|
—
|
|
|
9,646
|
|
|
1,419
|
|
|
8,227
|
|
|
—
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
Lebanon/Legacy Center
|
|
3,913
|
|
|
7,874
|
|
|
136
|
|
|
3,913
|
|
|
8,010
|
|
|
—
|
|
|
11,923
|
|
|
4,012
|
|
|
7,911
|
|
|
—
|
|
Littleton Square
|
|
2,030
|
|
|
8,859
|
|
|
324
|
|
|
2,030
|
|
|
9,183
|
|
|
—
|
|
|
11,213
|
|
|
3,320
|
|
|
7,893
|
|
|
—
|
|
Lloyd King
|
|
1,779
|
|
|
10,060
|
|
|
740
|
|
|
1,779
|
|
|
10,800
|
|
|
—
|
|
|
12,579
|
|
|
3,963
|
|
|
8,616
|
|
|
—
|
|
Loehmann's Plaza
|
|
3,983
|
|
|
18,687
|
|
|
557
|
|
|
3,983
|
|
|
19,244
|
|
|
—
|
|
|
23,227
|
|
|
9,087
|
|
|
14,140
|
|
|
—
|
|
Loehmanns Plaza California
|
|
5,420
|
|
|
9,450
|
|
|
490
|
|
|
5,420
|
|
|
9,940
|
|
|
—
|
|
|
15,360
|
|
|
3,770
|
|
|
11,590
|
|
|
—
|
|
Lower Nazareth Commons
|
|
15,992
|
|
|
12,964
|
|
|
3,154
|
|
|
16,361
|
|
|
15,749
|
|
|
—
|
|
|
32,110
|
|
|
3,066
|
|
|
29,044
|
|
|
—
|
|
Market at Colonnade Center
|
|
6,455
|
|
|
9,839
|
|
|
—
|
|
|
6,455
|
|
|
9,839
|
|
|
—
|
|
|
16,294
|
|
|
817
|
|
|
15,477
|
|
|
—
|
|
Market at Opitz Crossing
|
|
9,902
|
|
|
9,248
|
|
|
(5,836
|
)
|
|
6,597
|
|
|
6,717
|
|
|
—
|
|
|
13,314
|
|
|
1,017
|
|
|
12,297
|
|
|
—
|
|
Market at Preston Forest
|
|
4,400
|
|
|
11,445
|
|
|
820
|
|
|
4,400
|
|
|
12,265
|
|
|
—
|
|
|
16,665
|
|
|
4,416
|
|
|
12,249
|
|
|
—
|
|
Market at Round Rock
|
|
2,000
|
|
|
9,676
|
|
|
5,386
|
|
|
2,000
|
|
|
15,062
|
|
|
—
|
|
|
17,062
|
|
|
4,546
|
|
|
12,516
|
|
|
—
|
|
Marketplace Shopping Center
|
|
1,287
|
|
|
5,509
|
|
|
5,125
|
|
|
1,330
|
|
|
10,591
|
|
|
—
|
|
|
11,921
|
|
|
3,158
|
|
|
8,763
|
|
|
—
|
|
Marketplace at Briargate
|
|
1,706
|
|
|
4,885
|
|
|
5
|
|
|
1,727
|
|
|
4,869
|
|
|
—
|
|
|
6,596
|
|
|
1,424
|
|
|
5,172
|
|
|
—
|
|
Middle Creek Commons
|
|
5,042
|
|
|
8,100
|
|
|
151
|
|
|
5,091
|
|
|
8,202
|
|
|
—
|
|
|
13,293
|
|
|
2,097
|
|
|
11,196
|
|
|
—
|
|
Millhopper Shopping Center
|
|
1,073
|
|
|
5,358
|
|
|
4,529
|
|
|
1,796
|
|
|
9,164
|
|
|
—
|
|
|
10,960
|
|
|
4,917
|
|
|
6,043
|
|
|
—
|
|
Mockingbird Common
|
|
3,000
|
|
|
10,728
|
|
|
461
|
|
|
3,000
|
|
|
11,189
|
|
|
—
|
|
|
14,189
|
|
|
4,353
|
|
|
9,836
|
|
|
10,300
|
|
Monument Jackson Creek
|
|
2,999
|
|
|
6,765
|
|
|
608
|
|
|
2,999
|
|
|
7,373
|
|
|
—
|
|
|
10,372
|
|
|
3,878
|
|
|
6,494
|
|
|
—
|
|
Morningside Plaza
|
|
4,300
|
|
|
13,951
|
|
|
432
|
|
|
4,300
|
|
|
14,383
|
|
|
—
|
|
|
18,683
|
|
|
5,376
|
|
|
13,307
|
|
|
—
|
|
Murryhill Marketplace
|
|
2,670
|
|
|
18,401
|
|
|
420
|
|
|
2,670
|
|
|
18,821
|
|
|
—
|
|
|
21,491
|
|
|
7,372
|
|
|
14,119
|
|
|
7,284
|
|
Naples Walk
|
|
18,173
|
|
|
13,554
|
|
|
224
|
|
|
18,173
|
|
|
13,778
|
|
|
—
|
|
|
31,951
|
|
|
2,833
|
|
|
29,118
|
|
|
15,844
|
|
Newberry Square
|
|
2,412
|
|
|
10,150
|
|
|
220
|
|
|
2,412
|
|
|
10,370
|
|
|
—
|
|
|
12,782
|
|
|
6,182
|
|
|
6,600
|
|
|
—
|
|
Newland Center
|
|
12,500
|
|
|
10,697
|
|
|
575
|
|
|
12,500
|
|
|
11,272
|
|
|
—
|
|
|
23,772
|
|
|
4,655
|
|
|
19,117
|
|
|
—
|
|
Nocatee Town Center
|
|
10,124
|
|
|
8,691
|
|
|
—
|
|
|
10,124
|
|
|
8,691
|
|
|
—
|
|
|
18,815
|
|
|
1,339
|
|
|
17,476
|
|
|
—
|
|
North Hills
|
|
4,900
|
|
|
19,774
|
|
|
755
|
|
|
4,900
|
|
|
20,529
|
|
|
—
|
|
|
25,429
|
|
|
7,392
|
|
|
18,037
|
|
|
—
|
|
Northgate Marketplace
|
|
5,668
|
|
|
13,727
|
|
|
—
|
|
|
5,668
|
|
|
13,727
|
|
|
—
|
|
|
19,395
|
|
|
211
|
|
|
19,184
|
|
|
—
|
|
Northgate Plaza (Maxtown Road)
|
|
1,769
|
|
|
6,652
|
|
|
150
|
|
|
1,769
|
|
|
6,802
|
|
|
—
|
|
|
8,571
|
|
|
2,785
|
|
|
5,786
|
|
|
—
|
|
Northgate Square
|
|
5,011
|
|
|
8,692
|
|
|
183
|
|
|
5,011
|
|
|
8,875
|
|
|
—
|
|
|
13,886
|
|
|
1,823
|
|
|
12,063
|
|
|
5,711
|
|
Northlake Village
|
|
2,662
|
|
|
11,284
|
|
|
483
|
|
|
2,662
|
|
|
11,767
|
|
|
—
|
|
|
14,429
|
|
|
4,098
|
|
|
10,331
|
|
|
—
|
|
Oak Shade Town Center
|
|
6,591
|
|
|
28,966
|
|
|
24
|
|
|
6,591
|
|
|
28,990
|
|
|
—
|
|
|
35,581
|
|
|
1,403
|
|
|
34,178
|
|
|
11,771
|
|
Oakbrook Plaza
|
|
4,000
|
|
|
6,668
|
|
|
203
|
|
|
4,000
|
|
|
6,871
|
|
|
—
|
|
|
10,871
|
|
|
2,675
|
|
|
8,196
|
|
|
—
|
|
Oakleaf Commons
|
|
3,503
|
|
|
11,671
|
|
|
40
|
|
|
3,503
|
|
|
11,711
|
|
|
—
|
|
|
15,214
|
|
|
2,698
|
|
|
12,516
|
|
|
—
|
|
Ocala Corners
|
|
1,816
|
|
|
10,515
|
|
|
79
|
|
|
1,816
|
|
|
10,594
|
|
|
—
|
|
|
12,410
|
|
|
736
|
|
|
11,674
|
|
|
5,640
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
Old St Augustine Plaza
|
|
2,368
|
|
|
11,405
|
|
|
364
|
|
|
2,368
|
|
|
11,769
|
|
|
—
|
|
|
14,137
|
|
|
5,167
|
|
|
8,970
|
|
|
—
|
|
Orangeburg & Central
|
|
2,071
|
|
|
2,384
|
|
|
(84
|
)
|
|
2,071
|
|
|
2,300
|
|
|
—
|
|
|
4,371
|
|
|
518
|
|
|
3,853
|
|
|
—
|
|
Orchards Market Center II
|
|
6,602
|
|
|
9,690
|
|
|
(2,922
|
)
|
|
5,497
|
|
|
7,873
|
|
|
—
|
|
|
13,370
|
|
|
805
|
|
|
12,565
|
|
|
—
|
|
Paces Ferry Plaza
|
|
2,812
|
|
|
12,639
|
|
|
181
|
|
|
2,812
|
|
|
12,820
|
|
|
—
|
|
|
15,632
|
|
|
6,453
|
|
|
9,179
|
|
|
—
|
|
Panther Creek
|
|
14,414
|
|
|
14,748
|
|
|
2,366
|
|
|
15,212
|
|
|
16,317
|
|
|
—
|
|
|
31,529
|
|
|
7,627
|
|
|
23,902
|
|
|
—
|
|
Peartree Village
|
|
5,197
|
|
|
19,746
|
|
|
776
|
|
|
5,197
|
|
|
20,522
|
|
|
—
|
|
|
25,719
|
|
|
8,521
|
|
|
17,198
|
|
|
8,575
|
|
Pike Creek
|
|
5,153
|
|
|
20,652
|
|
|
505
|
|
|
5,153
|
|
|
21,157
|
|
|
—
|
|
|
26,310
|
|
|
8,396
|
|
|
17,914
|
|
|
—
|
|
Pima Crossing
|
|
5,800
|
|
|
28,143
|
|
|
1,032
|
|
|
5,800
|
|
|
29,175
|
|
|
—
|
|
|
34,975
|
|
|
11,232
|
|
|
23,743
|
|
|
—
|
|
Pine Lake Village
|
|
6,300
|
|
|
10,991
|
|
|
545
|
|
|
6,300
|
|
|
11,536
|
|
|
—
|
|
|
17,836
|
|
|
4,270
|
|
|
13,566
|
|
|
—
|
|
Pine Tree Plaza
|
|
668
|
|
|
6,220
|
|
|
155
|
|
|
668
|
|
|
6,375
|
|
|
—
|
|
|
7,043
|
|
|
2,498
|
|
|
4,545
|
|
|
—
|
|
Plaza Hermosa
|
|
4,200
|
|
|
10,109
|
|
|
600
|
|
|
4,224
|
|
|
10,685
|
|
|
—
|
|
|
14,909
|
|
|
3,710
|
|
|
11,199
|
|
|
13,800
|
|
Powell Street Plaza
|
|
8,248
|
|
|
30,716
|
|
|
1,435
|
|
|
8,248
|
|
|
32,152
|
|
|
—
|
|
|
40,400
|
|
|
9,343
|
|
|
31,057
|
|
|
—
|
|
Powers Ferry Square
|
|
3,687
|
|
|
17,965
|
|
|
4,503
|
|
|
5,090
|
|
|
21,065
|
|
|
—
|
|
|
26,155
|
|
|
9,575
|
|
|
16,580
|
|
|
—
|
|
Powers Ferry Village
|
|
1,191
|
|
|
4,672
|
|
|
236
|
|
|
1,191
|
|
|
4,908
|
|
|
—
|
|
|
6,099
|
|
|
2,499
|
|
|
3,600
|
|
|
—
|
|
Prairie City Crossing
|
|
4,164
|
|
|
13,032
|
|
|
366
|
|
|
4,164
|
|
|
13,398
|
|
|
—
|
|
|
17,562
|
|
|
4,048
|
|
|
13,514
|
|
|
—
|
|
Prestonbrook
|
|
7,069
|
|
|
8,622
|
|
|
115
|
|
|
7,069
|
|
|
8,737
|
|
|
—
|
|
|
15,806
|
|
|
4,946
|
|
|
10,860
|
|
|
6,800
|
|
Red Bank
|
|
10,336
|
|
|
9,505
|
|
|
(178
|
)
|
|
10,105
|
|
|
9,558
|
|
|
—
|
|
|
19,663
|
|
|
971
|
|
|
18,692
|
|
|
—
|
|
Regency Commons
|
|
3,917
|
|
|
3,616
|
|
|
44
|
|
|
3,917
|
|
|
3,659
|
|
|
—
|
|
|
7,576
|
|
|
1,455
|
|
|
6,121
|
|
|
—
|
|
Regency Solar (Saugus)
|
|
|
|
|
|
758
|
|
|
6
|
|
|
752
|
|
|
—
|
|
|
758
|
|
|
21
|
|
|
737
|
|
|
—
|
|
||
Regency Square
|
|
4,770
|
|
|
25,191
|
|
|
2,741
|
|
|
4,777
|
|
|
27,925
|
|
|
—
|
|
|
32,702
|
|
|
17,753
|
|
|
14,949
|
|
|
—
|
|
Rockwall Town Center
|
|
4,438
|
|
|
5,140
|
|
|
(48
|
)
|
|
4,438
|
|
|
5,092
|
|
|
—
|
|
|
9,530
|
|
|
1,809
|
|
|
7,721
|
|
|
—
|
|
Rona Plaza
|
|
1,500
|
|
|
4,917
|
|
|
118
|
|
|
1,500
|
|
|
5,035
|
|
|
—
|
|
|
6,535
|
|
|
2,100
|
|
|
4,435
|
|
|
—
|
|
Russell Ridge
|
|
2,234
|
|
|
6,903
|
|
|
698
|
|
|
2,234
|
|
|
7,601
|
|
|
—
|
|
|
9,835
|
|
|
3,456
|
|
|
6,379
|
|
|
—
|
|
Sammamish
|
|
9,300
|
|
|
8,075
|
|
|
768
|
|
|
9,300
|
|
|
8,843
|
|
|
—
|
|
|
18,143
|
|
|
3,162
|
|
|
14,981
|
|
|
—
|
|
San Leandro Plaza
|
|
1,300
|
|
|
8,226
|
|
|
61
|
|
|
1,300
|
|
|
8,287
|
|
|
—
|
|
|
9,587
|
|
|
3,052
|
|
|
6,535
|
|
|
—
|
|
Sandy Springs
|
|
6,889
|
|
|
28,056
|
|
|
—
|
|
|
6,889
|
|
|
28,056
|
|
|
—
|
|
|
34,945
|
|
|
88
|
|
|
34,857
|
|
|
17,624
|
|
Saugus
|
|
19,201
|
|
|
17,984
|
|
|
(1,130
|
)
|
|
18,805
|
|
|
17,250
|
|
|
—
|
|
|
36,055
|
|
|
3,576
|
|
|
32,479
|
|
|
—
|
|
Seminole Shoppes
|
|
8,593
|
|
|
7,523
|
|
|
53
|
|
|
8,629
|
|
|
7,540
|
|
|
—
|
|
|
16,169
|
|
|
718
|
|
|
15,451
|
|
|
9,000
|
|
Sequoia Station
|
|
9,100
|
|
|
18,356
|
|
|
1,023
|
|
|
9,100
|
|
|
19,379
|
|
|
—
|
|
|
28,479
|
|
|
6,748
|
|
|
21,731
|
|
|
21,100
|
|
Sherwood II
|
|
2,731
|
|
|
6,360
|
|
|
(10
|
)
|
|
2,731
|
|
|
6,350
|
|
|
—
|
|
|
9,081
|
|
|
1,731
|
|
|
7,350
|
|
|
—
|
|
Sherwood Market Center
|
|
3,475
|
|
|
16,362
|
|
|
77
|
|
|
3,475
|
|
|
16,439
|
|
|
—
|
|
|
19,914
|
|
|
6,246
|
|
|
13,668
|
|
|
—
|
|
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2012
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
Total Cost
|
|
|
||||||||||||||||||
Shopping Centers
(1)
|
|
Land
|
|
Building & Improvements
|
|
Cost Capitalized
Subsequent to
Acquisition
(2)
|
|
Land
|
|
Building & Improvements
|
|
Properties held for Sale
|
|
Total
|
|
Accumulated Depreciation
|
|
Net of Accumulated Depreciation
|
|
Mortgages
|
||||||||||
Shoppes @ 104
|
|
11,193
|
|
|
—
|
|
|
—
|
|
|
6,652
|
|
|
4,540
|
|
|
—
|
|
|
11,192
|
|
|
673
|
|
|
10,519
|
|
|
—
|
|
Shoppes at Fairhope Village
|
|
6,920
|
|
|
11,198
|
|
|
132
|
|
|
6,920
|
|
|
11,330
|
|
|
—
|
|
|
18,250
|
|
|
1,875
|
|
|
16,375
|
|
|
—
|
|
Shoppes of Grande Oak
|
|
5,091
|
|
|
5,985
|
|
|
123
|
|
|
5,091
|
|
|
6,107
|
|
|
—
|
|
|
11,198
|
|
|
3,289
|
|
|
7,909
|
|
|
—
|
|
Shops at Arizona
|
|
3,063
|
|
|
3,243
|
|
|
51
|
|
|
3,063
|
|
|
3,294
|
|
|
—
|
|
|
6,357
|
|
|
1,497
|
|
|
4,860
|
|
|
—
|
|
Shops at County Center
|
|
9,957
|
|
|
11,269
|
|
|
322
|
|
|
10,160
|
|
|
11,388
|
|
|
—
|
|
|
21,548
|
|
|
3,894
|
|
|
17,654
|
|
|
—
|
|
Shops at Erwin Mill
|
|
236
|
|
|
131
|
|
|
—
|
|
|
236
|
|
|
131
|
|
|
—
|
|
|
367
|
|
|
4
|
|
|
363
|
|
|
—
|
|
Shops at Johns Creek
|
|
1,863
|
|
|
2,014
|
|
|
(309
|
)
|
|
1,501
|
|
|
2,068
|
|
|
—
|
|
|
3,569
|
|
|
772
|
|
|
2,797
|
|
|
—
|
|
Shops at Quail Creek
|
|
1,487
|
|
|
7,717
|
|
|
184
|
|
|
1,486
|
|
|
7,902
|
|
|
—
|
|
|
9,388
|
|
|
1,204
|
|
|
8,184
|
|
|
—
|
|
Signature Plaza
|
|
2,396
|
|
|
3,898
|
|
|
244
|
|
|
2,396
|
|
|
4,142
|
|
|
—
|
|
|
6,538
|
|
|
1,861
|
|
|
4,677
|
|
|
—
|
|
South Bay Village
|
|
11,714
|
|
|
15,580
|
|
|
—
|
|
|
11,714
|
|
|
15,580
|
|
|
—
|
|
|
27,294
|
|
|
344
|
|
|
26,950
|
|
|
—
|
|
South Lowry Square
|
|
3,434
|
|
|
10,445
|
|
|
772
|
|
|
3,434
|
|
|
11,217
|
|
|
—
|
|
|
14,651
|
|
|
4,036
|
|
|
10,615
|
|
|
—
|
|
Southcenter
|
|
1,300
|
|
|
12,750
|
|
|
787
|
|
|
1,300
|
|
|
13,537
|
|
|
—
|
|
|
14,837
|
|
|
4,754
|
|
|
10,083
|
|
|
—
|
|
SouthPoint Crossing
|
|
4,412
|
|
|
12,235
|
|
|
211
|
|
|
4,412
|
|
|
12,445
|
|
|
—
|
|
|
16,857
|
|
|
4,494
|
|
|
12,363
|
|
|
—
|
|
Starke
|
|
71
|
|
|
1,683
|
|
|
1
|
|
|
71
|
|
|
1,684
|
|
|
—
|
|
|
1,755
|
|
|
513
|
|
|
1,242
|
|
|
—
|
|
State Street Crossing
|
|
1,283
|
|
|
1,970
|
|
|
33
|
|
|
1,283
|
|
|
2,003
|
|
|
—
|
|
|
3,286
|
|
|
197
|
|
|
3,089
|
|
|
—
|
|
Sterling Ridge
|
|
12,846
|
|
|
12,162
|
|
|
432
|
|
|
12,846
|
|
|
12,594
|
|
|
—
|
|
|
25,440
|
|
|
6,146
|
|
|
19,294
|
|
|
13,900
|
|
Stonewall
|
|
27,511
|
|
|
22,123
|
|
|
5,267
|
|
|
28,127
|
|
|
26,774
|
|
|
—
|
|
|
54,901
|
|
|
6,736
|
|
|
48,165
|
|
|
—
|
|
Strawflower Village
|
|
4,060
|
|
|
8,084
|
|
|
204
|
|
|
4,060
|
|
|
8,287
|
|
|
—
|
|
|
12,347
|
|
|
3,239
|
|
|
9,108
|
|
|
—
|
|
Stroh Ranch
|
|
4,280
|
|
|
8,189
|
|
|
250
|
|
|
4,280
|
|
|
8,439
|
|
|
—
|
|
|
12,719
|
|
|
4,513
|
|
|
8,206
|
|
|
—
|
|
Suncoast Crossing
|
|
4,057
|
|
|
5,545
|
|
|
10,229
|
|
|
9,030
|
|
|
10,800
|
|
|
—
|
|
|
19,830
|
|
|
2,177
|
|
|
17,653
|
|
|
—
|
|
Sunnyside 205
|
|
1,200
|
|
|
9,459
|
|
|
1,246
|
|
|
1,200
|
|
|
10,705
|
|
|
—
|
|
|
11,905
|
|
|
3,588
|
|
|
8,317
|
|
|
—
|
|
Tanasbourne Market
|
|
3,269
|
|
|
10,861
|
|
|
(45
|
)
|
|
3,269
|
|
|
10,816
|
|
|
—
|
|
|
14,085
|
|
|
2,219
|
|
|
11,866
|
|
|
—
|
|
Tassajara Crossing
|
|
8,560
|
|
|
15,464
|
|
|
388
|
|
|
8,560
|
|
|
15,852
|
|
|
—
|
|
|
24,412
|
|
|
5,789
|
|
|
18,623
|
|
|
19,800
|
|
Tech Ridge Center
|
|
12,945
|
|
|
37,169
|
|
|
61
|
|
|
12,945
|
|
|
37,231
|
|
|
—
|
|
|
50,176
|
|
|
2,000
|
|
|
48,176
|
|
|
11,888
|
|
Town Square
|
|
883
|
|
|
8,132
|
|
|
236
|
|
|
883
|
|
|
8,368
|
|
|
—
|
|
|
9,251
|
|
|
3,614
|
|
|
5,637
|
|
|
—
|
|
Twin City Plaza
|
|
17,245
|
|
|
44,225
|
|
|
1,328
|
|
|
17,263
|
|
|
45,535
|
|
|
—
|
|
|
62,798
|
|
|
8,966
|
|
|
53,832
|
|
|
41,112
|
|
Twin Peaks
|
|
5,200
|
|
|
25,827
|
|
|
393
|
|
|
5,200
|
|
|
26,220
|
|
|
—
|
|
|
31,420
|
|
|
9,363
|
|
|
22,057
|
|
|
—
|
|
Uptown District
|
|
18,773
|
|
|
61,906
|
|
|
—
|
|
|
18,773
|
|
|
61,906
|
|
|
—
|
|
|
80,679
|
|
|
154
|
|
|
80,525
|
|
|
—
|
|
Valencia Crossroads
|
|
17,921
|
|
|
17,659
|
|
|
257
|
|
|
17,921
|
|
|
17,916
|
|
|
—
|
|
|
35,837
|
|
|
11,090
|
|
|
24,747
|
|
|
—
|
|
Ventura Village
|
|
4,300
|
|
|
6,648
|
|
|
418
|
|
|
4,300
|
|
|
7,066
|
|
|
—
|
|
|
11,366
|
|
|
2,536
|
|
|
8,830
|
|
|
—
|
|
Village at Lee Airpark
|
|
11,099
|
|
|
12,955
|
|
|
—
|
|
|
11,099
|
|
|
12,955
|
|
|
—
|
|
|
24,054
|
|
|
2,070
|
|
|
21,984
|
|
|
—
|
|
|
2012
|
2011
|
2010
|
||||
Balance, beginning of year
|
$
|
4,101,912
|
|
3,989,154
|
|
3,933,778
|
|
Developed or acquired properties
|
324,142
|
|
198,836
|
|
93,759
|
|
|
Improvements
|
38,005
|
|
21,727
|
|
18,772
|
|
|
Sale of properties
|
(491,438
|
)
|
(92,872
|
)
|
(14,503
|
)
|
|
Provision for impairment
|
(62,709
|
)
|
(14,933
|
)
|
(42,652
|
)
|
|
Balance, end of year
|
$
|
3,909,912
|
|
4,101,912
|
|
3,989,154
|
|
|
2012
|
2011
|
2010
|
||||
Balance, beginning of year
|
$
|
791,619
|
|
700,878
|
|
622,163
|
|
Depreciation for year
|
104,087
|
|
107,932
|
|
99,554
|
|
|
Sale of properties
|
(104,748
|
)
|
(14,101
|
)
|
(2,052
|
)
|
|
Provision for impairment
|
(8,209
|
)
|
(3,090
|
)
|
(18,787
|
)
|
|
Balance, end of year
|
$
|
782,749
|
|
791,619
|
|
700,878
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(1)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(2)
|
||||
Equity compensation plans
approved by security holders
|
|
315,924
|
|
|
$
|
52.39
|
|
|
3,058,399
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
N/A
|
|
N/A
|
||||
Total
|
|
315,924
|
|
|
$
|
52.39
|
|
|
3,058,399
|
|
•
|
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.
|
(a)
|
Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 10, 2012).
|
(i)
|
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 10, 2012; and
|
(ii)
|
Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 10, 2012.
|
(a)
|
Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on February 19, 2008).
|
(i)
|
Amendment designating the preferences, rights and limitations of 10,000,000 shares of 6.625% Series 6 Cumulative Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Form 8-A filed on February 14, 2012).
|
(ii)
|
Amendment designating the preferences, rights and limitations of 3,000,000 shares of 6.0% Series 7 Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's report on Form 8-K filed on August 16, 2012).
|
(b)
|
Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.2(b) to the Company's Form 8-K filed on November 7, 2008).
|
(c)
|
Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).
|
(d)
|
Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended (incorporated by reference to Exhibit 10(m) to the Company's Form 10-K filed on March 12, 2004).
|
(i)
|
Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.625% Series 6 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the Company's report on Form 8-K filed on February 16, 2012).
|
(ii)
|
Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.0% Series 7 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the Company's report on Form 8-K filed on August 16, 2012).
|
(a)
|
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibit 3(d) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.
|
(b)
|
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).
|
(i)
|
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
|
(c)
|
Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's registration statement on Form S-4 filed on August 5, 2005, No. 333-127274).
|
~(a)
|
Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed on May 8, 2008).
|
~(i)
|
Form of Stock Rights Award Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).
|
~(ii)
|
Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).
|
~(iii)
|
Form of Nonqualified Stock Option Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).
|
~(iv)
|
Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).
|
~(v)
|
Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
|
~(vi)
|
Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).
|
~(vii)
|
First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
|
~(viii)
|
Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 13, 2011).
|
~(ix)
|
Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 13, 2011).
|
~(b)
|
Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's 2011 Annual Meeting Proxy Statement filed on March 24, 2011).
|
~(c)
|
Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).
|
~(d)
|
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 3, 2011).
|
~(e)
|
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and between the Company and Bruce M. Johnson (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on January 3, 2011).
|
~(f)
|
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on January 3, 2011).
|
(g)
|
Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8, 2011).
|
(i)
|
First Amendment to Third Amended and Restated Credit Agreement dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 9, 2012).
|
(h)
|
Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).
|
(i)
|
First Amendment to Term Loan Agreement dated as of June 19, 2012.
|
(ii)
|
Second Amendment to Term Loan Agreement dated as of December 19, 2012.
|
(i)
|
Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).
|
(i)
|
Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC).
|
(j)
|
Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to the Company's Form 10-K filed on February 27, 2007).
|
(k)
|
Equity Distribution Agreement among the Company, the Operating Partnership and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to the Company's Form 8-K filed on August 10, 2012).
|
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.
|
March 1, 2013
|
REGENCY CENTERS CORPORATION
|
|
|
By:
|
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
|
March 1, 2013
|
REGENCY CENTERS, L.P.
|
|
|
By:
|
Regency Centers Corporation, General Partner
|
|
By:
|
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
|
March 1, 2013
|
|
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
|
March 1, 2013
|
|
/s/ Brian M. Smith
Brian M. Smith, President, Chief Operating Officer and Director
|
March 1, 2013
|
|
/s/ Lisa Palmer
Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer), and Director
|
March 1, 2013
|
|
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
|
March 1, 2013
|
|
/s/ Raymond L. Bank
Raymond L. Bank, Director
|
March 1, 2013
|
|
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
|
March 1, 2013
|
|
/s/ A.R. Carpenter
A.R. Carpenter, Director
|
March 1, 2013
|
|
/s/ J. Dix Druce
J. Dix Druce, Director
|
March 1, 2013
|
|
/s/ Mary Lou Fiala
Mary Lou Fiala, Director
|
March 1, 2013
|
|
/s/ David P. O'Connor
David P. O'Connor, Director
|
March 1, 2013
|
|
/s/ Douglas S. Luke
Douglas S. Luke, Director
|
March 1, 2013
|
|
/s/ John C. Schweitzer
John C. Schweitzer, Director
|
March 1, 2013
|
|
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||
Fixed Coverage Ratio:
|
|
|
|
|
|
|
|
|
|
|
||||||
Add: pre-tax income from continuing operations before adjustment for income or loss from equity investees and noncontrolling interests in consolidated subsidiaries
|
$
|
(7,920
|
)
|
|
41,099
|
|
|
15,650
|
|
|
(14,939
|
)
|
|
123,963
|
|
|
Add: fixed charges
|
|
143,851
|
|
|
153,648
|
|
|
158,560
|
|
|
157,888
|
|
|
159,192
|
|
|
Add: distributed income of equity investees
|
|
44,809
|
|
|
43,361
|
|
|
41,054
|
|
|
31,252
|
|
|
30,730
|
|
|
Subtract: capitalized interest
|
|
(3,686
|
)
|
|
(1,480
|
)
|
|
(5,099
|
)
|
|
(19,062
|
)
|
|
(36,511
|
)
|
|
Subtract: preferred stock dividends / preferred unit distributions
|
|
(23,658
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
(23,400
|
)
|
|
Subtract: noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
|
(112
|
)
|
|
(55
|
)
|
|
(66
|
)
|
|
(59
|
)
|
|
(41
|
)
|
|
Earnings
|
$
|
153,284
|
|
|
213,173
|
|
|
186,699
|
|
|
131,680
|
|
|
253,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed Charge Data:
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expensed and capitalized
|
$
|
114,198
|
|
|
124,707
|
|
|
129,837
|
|
|
128,551
|
|
|
131,009
|
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
|
3,292
|
|
|
2,860
|
|
|
2,957
|
|
|
3,517
|
|
|
2,981
|
|
|
Estimate of the interest within rental expense
|
|
2,702
|
|
|
2,680
|
|
|
2,366
|
|
|
2,420
|
|
|
1,802
|
|
|
Preferred stock dividends / preferred unit distributions
|
|
23,658
|
|
|
23,400
|
|
|
23,400
|
|
|
23,400
|
|
|
23,400
|
|
|
Total fixed charges
|
$
|
143,850
|
|
|
153,647
|
|
|
158,560
|
|
|
157,888
|
|
|
159,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratio of earnings to fixed charges
|
|
1.1
|
|
|
1.4
|
|
|
1.2
|
|
|
0.8
|
|
(1
|
)
|
1.6
|
|
REGENCY CENTERS CORPORATION
|
||||
Subsidiaries
|
||||
|
|
|
|
|
Entity
|
Jurisdiction
|
Owner(s)
|
Nature of
Interest
|
% of
Ownership
|
Regency Centers, L.P.
|
Delaware
|
Regency Centers Corporation
Outside Investors
|
General Partner
Limited Partners
|
99.0%
1.0%
|
|
|
|
|
|
MCW-RC FL-Anastasia, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCW-RC FL-King's, LLC (fka MCW-RC Florida, LLC)
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCW-RC FL-Shoppes at 104, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCW-RC GA-Howell Mill Village, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCD-RC CA-Amerige, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCD-RC El Cerrito Holdings, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
MCD-RC CA-El Cerrito, LLC
|
Delaware
|
MCD-RC El Cerrito Holdings, LLC
|
Member
|
100%
|
REG8 Member, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
REG8 Tassajara Crossing, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Plaza Hermosa, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Sequoia Station, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Mockingbird Commons, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Sterling Ridge, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Prestonbrook Crossing, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Wellington, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
REG8 Berkshire Commons, LLC
|
Delaware
|
REG8 Member, LLC
|
Member
|
100%
|
FL-Corkscrew Village Member, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
FL-Corkscrew Village, LLC
|
Delaware
|
FL-Corkscrew Village Member, LLC
|
Member
|
100%
|
FL-Crossroads Shopping Center Member, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
FL-Crossroads Shopping Center, LLC
|
Delaware
|
FL-Crossroads Shopping Center Member, LLC
|
Member
|
100%
|
FL-Naples Walk Shopping Center Member, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
FL-Naples Walk Shopping Center, LLC
|
Delaware
|
FL-Naples Walk Shopping Center Member, LLC
|
Member
|
100%
|
FL-Northgate Square Member, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
FL-Northgate Square, LLC
|
Delaware
|
FL-Northgate Square Member, LLC
|
Member
|
100%
|
|
|
|
|
|
4S Regency Partners, LLC
|
Delaware
|
Regency Centers, L.P.
4S Ranch Company 1700, L.P.
|
Member
Member
|
80%
20%
|
Alba Village Regency, LLC
|
Delaware
|
Regency Centers, L.P.
Northgate Center Phase I, LLC
|
Member
Member
|
Interests Vary
|
REGENCY CENTERS CORPORATION
|
||||
Subsidiaries
|
||||
|
|
|
|
|
Entity
|
Jurisdiction
|
Owner(s)
|
Nature of
Interest
|
% of
Ownership
|
Applegate Ranch, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Beacon Lakes Marketplace, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Belleview Square, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Bridges Insurance Company
|
South Carolina
|
Regency Centers, L.P.
|
Shareholder
|
100%
|
Buckwalter Bluffton, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Clayton Valley Shopping Center, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Colonnade Regency, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Corvallis Market Center, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Deer Springs Town Center, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Fairfax Regency, LLC
|
Delaware
|
Regency Centers, L.P.
J. Donegan Company
|
Member
Member
|
Varies
|
Fairhope, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Fortuna Regency Phase II, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
FV Commons, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Gateway Azco GP, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Gateway Azco LP, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
AZCO Partners
|
Pennsylvania
|
Gateway Azco Partners GP, LLC
Gateway Azco LP, LLC
|
General Partner
Limited Partner
|
1%
99%
|
Gateway Azco Manager, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Glen Oak Glenview, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Glenview-REG, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Grand Ridge Plaza I, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Grand Ridge Plaza II, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Hasley Canyon Village, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Hibernia North, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Hickory Creek Plaza, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Hoadly Regency, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Indian Springs GP, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Indio Jackson, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Lee Regency, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
The Marketplace at Briargate, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Menifee Marketplace, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Merrimack Shopping Center, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Murfreesboro North, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
Murieta Gardens Shopping Center, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
NSHE Winnebago, LLC
|
Arizona
|
Regency Centers, L.P.
|
Member
|
100%
|
NTC-REG, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
New Smyrna Regency, LLC
|
Delaware
|
Regency Centers, L.P.
|
Member
|
100%
|
REGENCY CENTERS CORPORATION
|
||||
Subsidiaries
|
||||
|
|
|
|
|
Entity
|
Jurisdiction
|
Owner(s)
|
Nature of
Interest
|
% of
Ownership
|
Lower Nazareth GP, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Lower Nazareth Commons, LP
|
Delaware
|
Lower Nazareth GP, LLC
Lower Nazareth Partner, LP
|
General Partner
Limited Partner
|
.5%
99.5%
|
Lower Nazareth II LP Holding, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Lower Nazareth II Partner, LP
|
Delaware
|
Lower Nazareth II LP Holding, LLC
Regency Realty Group, Inc.
|
General Partner
Limited Partner
|
0%
100%
|
Lower Nazareth II GP, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Lower Nazareth Commons II, LP
|
Delaware
|
Lower Nazareth II GP, LLC
Lower Nazareth II Partner, LP
|
General Partner
Limited Partner
|
.5%
99.5%
|
Luther Properties, Inc.
|
Tennessee
|
Regency Realty Group, Inc.
|
Common Stock
|
100%
|
Marietta Outparcel, Inc.
|
Georgia
|
Regency Realty Group, Inc.
|
Common Stock
|
100%
|
Middle Creek Commons, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Middle Tennessee Development, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Mitchell Service, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Mountain Meadow, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Mountain View Shopping Center, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
NorthGate Regency, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Paso Golden Hill, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
R2 Media, LLC
|
Florida
|
Regency Realty Group, Inc.
|
Member
|
100%
|
RRG Net, LLC
|
Florida
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Regency/PGM-Burkitt, LLC
|
Delaware
|
Regency Realty Group, Inc.
PGM-Burkitt, LLC
|
Member
Member
|
Interests Vary
|
Regency Realty Colorado, Inc.
|
Florida
|
Regency Realty Group, Inc
Snowden Leftwich
(see Note 1)
|
Common Stock
Common Stock
|
80%
20%
|
Regency Realty Group-NE, Inc.
|
Florida
|
Regency Realty Group, Inc.
|
Common Stock
|
100%
|
Regency Solar, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
SS Harbour GP, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
SS Harbour, L.P.
|
Texas
|
SS Harbour GP, LLC
Regency Realty Group, Inc.
|
General Partner
Limited Partner
|
1%
99%
|
Seminole Shoppes, LLC
|
Delaware
|
Regency Reatly Group, Inc.
M&P Shopping Centers
|
Member
Member
|
50%
50%
|
Shops at Highland Village GP, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Shops at Highland Village Development, Ltd.
|
Texas
|
Shops at Highland Village GP, LLC
Regency Realty Group, Inc.
|
General Partner
Limited Partner
|
1%
99%
|
Shops at Quail Creek, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Slausen Central, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Stanley Bernal, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
State Street Crossing, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Stonewall Regency, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
Summerville-Orangeburg, LLC
|
Delaware
|
Regency Realty Group, Inc.
|
Member
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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
|