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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FLORIDA (REGENCY CENTERS CORPORATION)
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59-3191743
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DELAWARE (REGENCY CENTERS, L.P)
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59-3429602
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Independent Drive, Suite 114
Jacksonville, Florida 32202
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(904) 598-7000
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(Address of principal executive offices) (zip code)
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(Registrant's telephone number, including area code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
|
o
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•
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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;
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•
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eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
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•
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Form 10-Q
Report Page
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Regency Centers Corporation:
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Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
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Consolidated Statements of Operations for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Comprehensive Income for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Equity for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Cash Flows for the periods ended June 30, 2014 and 2013
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Regency Centers, L.P.:
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Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
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Consolidated Statements of Operations for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Comprehensive Income for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Capital for the periods ended June 30, 2014 and 2013
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Consolidated Statements of Cash Flows for the periods ended June 30, 2014 and 2013
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Notes to Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 4.
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Controls and Procedures
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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SIGNATURES
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2014
|
|
2013
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Assets
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(unaudited)
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|
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Real estate investments at cost:
|
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Land
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$
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1,318,518
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1,249,779
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Buildings and improvements
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2,711,144
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2,590,302
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Properties in development
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225,793
|
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186,450
|
|
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4,255,455
|
|
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4,026,531
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Less: accumulated depreciation
|
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892,695
|
|
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844,873
|
|
|
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3,362,760
|
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3,181,658
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Investments in real estate partnerships
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339,922
|
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358,849
|
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Net real estate investments
|
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3,702,682
|
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3,540,507
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Cash and cash equivalents
|
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36,736
|
|
|
80,684
|
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Restricted cash
|
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8,912
|
|
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9,520
|
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Accounts receivable, net of allowance for doubtful accounts of $4,286 and $3,922 at June 30, 2014 and December 31, 2013, respectively
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33,510
|
|
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26,319
|
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Straight-line rent receivable, net of reserve of $716 and $547 at June 30, 2014 and December 31, 2013, respectively
|
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53,673
|
|
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50,612
|
|
Notes receivable
|
|
11,917
|
|
|
11,960
|
|
Deferred costs, less accumulated amortization of $76,838 and $73,231 at June 30, 2014 and December 31, 2013, respectively
|
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73,659
|
|
|
69,963
|
|
Acquired lease intangible assets, less accumulated amortization of $30,930 and $25,591 at June 30, 2014 and December 31, 2013, respectively
|
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53,543
|
|
|
44,805
|
|
Trading securities held in trust, at fair value
|
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27,604
|
|
|
26,681
|
|
Other assets (note 4)
|
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41,535
|
|
|
52,465
|
|
Total assets
|
$
|
4,043,771
|
|
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3,913,516
|
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Liabilities and Equity
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Notes payable
|
$
|
1,946,063
|
|
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1,779,697
|
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Unsecured credit facilities
|
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85,000
|
|
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75,000
|
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Accounts payable and other liabilities
|
|
141,063
|
|
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147,045
|
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Acquired lease intangible liabilities, less accumulated accretion of $12,130 and $10,102 at June 30, 2014 and December 31, 2013, respectively
|
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29,703
|
|
|
26,729
|
|
Tenants’ security and escrow deposits and prepaid rent
|
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23,540
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|
|
23,911
|
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Total liabilities
|
|
2,225,369
|
|
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2,052,382
|
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Commitments and contingencies (note 12)
|
|
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Equity:
|
|
|
|
|
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Stockholders’ equity:
|
|
|
|
|
||
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at June 30, 2014 and December 31, 2013, with liquidation preferences of $25 per share
|
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325,000
|
|
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325,000
|
|
Common stock, $0.01 par value per share,150,000,000 shares authorized; 92,357,585 and 92,333,161 shares issued at June 30, 2014 and December 31, 2013, respectively
|
|
923
|
|
|
923
|
|
Treasury stock at cost, 418,001 and 373,042 shares held at June 30, 2014 and December 31, 2013, respectively
|
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(18,952
|
)
|
|
(16,726
|
)
|
Additional paid in capital
|
|
2,431,928
|
|
|
2,426,477
|
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Accumulated other comprehensive loss
|
|
(36,412
|
)
|
|
(17,404
|
)
|
Distributions in excess of net income
|
|
(916,576
|
)
|
|
(874,916
|
)
|
Total stockholders’ equity
|
|
1,785,911
|
|
|
1,843,354
|
|
Noncontrolling interests:
|
|
|
|
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Exchangeable operating partnership units, aggregate redemption value of $8,872 and $7,676 at June 30, 2014 and December 31, 2013, respectively
|
|
(1,817
|
)
|
|
(1,426
|
)
|
Limited partners’ interests in consolidated partnerships
|
|
34,308
|
|
|
19,206
|
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Total noncontrolling interests
|
|
32,491
|
|
|
17,780
|
|
Total equity
|
|
1,818,402
|
|
|
1,861,134
|
|
Total liabilities and equity
|
$
|
4,043,771
|
|
|
3,913,516
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
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|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Revenues:
|
|
|
|
|
|
|
|
|
||||
Minimum rent
|
$
|
97,778
|
|
|
87,006
|
|
$
|
192,314
|
|
|
173,151
|
|
Percentage rent
|
|
545
|
|
|
297
|
|
|
1,930
|
|
|
1,842
|
|
Recoveries from tenants and other income
|
|
30,316
|
|
|
28,263
|
|
|
61,357
|
|
|
54,190
|
|
Management, transaction, and other fees
|
|
6,253
|
|
|
6,741
|
|
|
12,572
|
|
|
13,502
|
|
Total revenues
|
|
134,892
|
|
|
122,307
|
|
|
268,173
|
|
|
242,685
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
36,023
|
|
|
31,082
|
|
|
73,929
|
|
|
62,199
|
|
Operating and maintenance
|
|
19,498
|
|
|
17,481
|
|
|
40,003
|
|
|
34,622
|
|
General and administrative
|
|
15,223
|
|
|
14,966
|
|
|
29,421
|
|
|
32,942
|
|
Real estate taxes
|
|
14,898
|
|
|
13,750
|
|
|
29,697
|
|
|
26,980
|
|
Other operating expenses
|
|
1,795
|
|
|
1,579
|
|
|
3,968
|
|
|
3,098
|
|
Total operating expenses
|
|
87,437
|
|
|
78,858
|
|
|
177,018
|
|
|
159,841
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
||||
Interest expense, net of interest income of $465 and $292, and $681 and $751 for the three and six months ended June 30, 2014 and 2013, respectively
|
|
27,445
|
|
|
27,781
|
|
|
54,580
|
|
|
55,613
|
|
Provision for impairment
|
|
—
|
|
|
—
|
|
|
225
|
|
|
—
|
|
Net investment (income) loss from deferred compensation plan, including unrealized (gains) loss of ($290) and $17, and ($183) and $848 for the three and six months ended June 30, 2014 and 2013, respectively
|
|
(628
|
)
|
|
38
|
|
|
(821
|
)
|
|
(1,034
|
)
|
Total other expense
|
|
26,817
|
|
|
27,819
|
|
|
53,984
|
|
|
54,579
|
|
Income before equity in income of investments in real estate partnerships
|
|
20,638
|
|
|
15,630
|
|
|
37,171
|
|
|
28,265
|
|
Equity in income of investments in real estate partnerships
|
|
8,832
|
|
|
6,012
|
|
|
16,640
|
|
|
11,888
|
|
Income from continuing operations
|
|
29,470
|
|
|
21,642
|
|
|
53,811
|
|
|
40,153
|
|
Discontinued operations, net:
|
|
|
|
|
|
|
|
|
||||
Operating income
|
|
—
|
|
|
2,700
|
|
|
—
|
|
|
5,323
|
|
Gain on sale of operating properties, net
|
|
—
|
|
|
11,410
|
|
|
—
|
|
|
11,410
|
|
Income from discontinued operations
|
|
—
|
|
|
14,110
|
|
|
—
|
|
|
16,733
|
|
Income before gain on sale of real estate
|
|
29,470
|
|
|
35,752
|
|
|
53,811
|
|
|
56,886
|
|
Gain on sale of real estate
|
|
1,691
|
|
|
1,717
|
|
|
2,406
|
|
|
1,717
|
|
Net income
|
|
31,161
|
|
|
37,469
|
|
|
56,217
|
|
|
58,603
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||
Exchangeable operating partnership units
|
|
(53
|
)
|
|
(70
|
)
|
|
(95
|
)
|
|
(109
|
)
|
Limited partners’ interests in consolidated partnerships
|
|
(360
|
)
|
|
(270
|
)
|
|
(719
|
)
|
|
(545
|
)
|
Income attributable to noncontrolling interests
|
|
(413
|
)
|
|
(340
|
)
|
|
(814
|
)
|
|
(654
|
)
|
Net income attributable to the Company
|
|
30,748
|
|
|
37,129
|
|
|
55,403
|
|
|
57,949
|
|
Preferred stock dividends
|
|
(5,266
|
)
|
|
(5,265
|
)
|
|
(10,531
|
)
|
|
(10,531
|
)
|
Net income attributable to common stockholders
|
$
|
25,482
|
|
|
31,864
|
|
$
|
44,872
|
|
|
47,418
|
|
Income per common share - basic:
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common stockholders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
Income per common share - diluted:
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common stockholders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Net income
|
$
|
31,161
|
|
|
37,469
|
|
$
|
56,217
|
|
|
58,603
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||
Loss on settlement of derivative instruments:
|
|
|
|
|
|
|
|
|
||||
Amortization of net loss on settled derivative instruments recognized in net income
|
|
2,165
|
|
|
2,366
|
|
|
4,532
|
|
|
4,733
|
|
Effective portion of change in fair value of derivative instruments:
|
|
|
|
|
|
|
|
|
||||
Effective portion of change in fair value of derivative instruments
|
|
(11,153
|
)
|
|
18,332
|
|
|
(24,953
|
)
|
|
21,704
|
|
Less: reclassification adjustment for change in fair value of derivative instruments included in net income
|
|
153
|
|
|
8
|
|
|
305
|
|
|
16
|
|
Unrealized gain on available-for-sale securities (note 4)
|
|
914
|
|
|
—
|
|
|
914
|
|
|
—
|
|
Other comprehensive (loss) income
|
|
(7,921
|
)
|
|
20,706
|
|
|
(19,202
|
)
|
|
26,453
|
|
Comprehensive income
|
|
23,240
|
|
|
58,175
|
|
|
37,015
|
|
|
85,056
|
|
Less: comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||
Net income attributable to noncontrolling interests
|
|
413
|
|
|
340
|
|
|
814
|
|
|
654
|
|
Other comprehensive income (loss) attributable to noncontrolling interests
|
|
(108
|
)
|
|
43
|
|
|
(194
|
)
|
|
57
|
|
Comprehensive income attributable to noncontrolling interests
|
|
305
|
|
|
383
|
|
|
620
|
|
|
711
|
|
Comprehensive income attributable to the Company
|
$
|
22,935
|
|
|
57,792
|
|
$
|
36,395
|
|
|
84,345
|
|
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the six months ended June 30, 2014 and 2013
(in thousands, except per share data)
(unaudited)
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Net Income
|
|
Total
Stockholders’
Equity
|
|
Exchangeable
Operating
Partnership
Units
|
|
Limited
Partners’
Interest in
Consolidated
Partnerships
|
|
Total
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||
Balance at December 31, 2012
|
$
|
325,000
|
|
|
904
|
|
|
(14,924
|
)
|
|
2,312,310
|
|
|
(57,715
|
)
|
|
(834,810
|
)
|
|
1,730,765
|
|
|
(1,153
|
)
|
|
16,299
|
|
|
15,146
|
|
|
1,745,911
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,949
|
|
|
57,949
|
|
|
109
|
|
|
545
|
|
|
654
|
|
|
58,603
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,396
|
|
|
—
|
|
|
26,396
|
|
|
50
|
|
|
7
|
|
|
57
|
|
|
26,453
|
|
Deferred compensation plan, net
|
|
—
|
|
|
—
|
|
|
(1,428
|
)
|
|
1,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of restricted stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,978
|
|
|
—
|
|
|
—
|
|
|
6,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,978
|
|
Common stock redeemed for taxes withheld for stock based compensation, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,921
|
)
|
|
—
|
|
|
—
|
|
|
(2,921
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,921
|
)
|
Common stock issued for dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
578
|
|
Common stock issued for stock offerings, net of issuance costs
|
|
—
|
|
|
19
|
|
|
—
|
|
|
98,259
|
|
|
—
|
|
|
—
|
|
|
98,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,278
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
39
|
|
Distributions to partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,311
|
)
|
|
(3,311
|
)
|
|
(3,311
|
)
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock/unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
|
(10,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
Common stock/unit ($0.925 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,874
|
)
|
|
(83,874
|
)
|
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
|
(84,045
|
)
|
Balance at June 30, 2013
|
$
|
325,000
|
|
|
923
|
|
|
(16,352
|
)
|
|
2,416,632
|
|
|
(31,319
|
)
|
|
(871,266
|
)
|
|
1,823,618
|
|
|
(1,165
|
)
|
|
13,579
|
|
|
12,414
|
|
|
1,836,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2013
|
$
|
325,000
|
|
|
923
|
|
|
(16,726
|
)
|
|
2,426,477
|
|
|
(17,404
|
)
|
|
(874,916
|
)
|
|
1,843,354
|
|
|
(1,426
|
)
|
|
19,206
|
|
|
17,780
|
|
|
1,861,134
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,403
|
|
|
55,403
|
|
|
95
|
|
|
719
|
|
|
814
|
|
|
56,217
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,008
|
)
|
|
—
|
|
|
(19,008
|
)
|
|
(34
|
)
|
|
(160
|
)
|
|
(194
|
)
|
|
(19,202
|
)
|
Deferred compensation plan, net
|
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
2,226
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of restricted stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,831
|
|
|
—
|
|
|
—
|
|
|
5,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,831
|
|
Common stock redeemed for taxes withheld for stock based compensation, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,210
|
)
|
|
—
|
|
|
—
|
|
|
(3,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,210
|
)
|
Common stock issued for dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604
|
|
|
—
|
|
|
—
|
|
|
604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604
|
|
Redemption of partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|
(300
|
)
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,551
|
|
|
15,551
|
|
|
15,551
|
|
Distributions to partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,008
|
)
|
|
(1,008
|
)
|
|
(1,008
|
)
|
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the six months ended June 30, 2014 and 2013
(in thousands, except per share data)
(unaudited)
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Net Income
|
|
Total
Stockholders’
Equity
|
|
Exchangeable
Operating
Partnership
Units
|
|
Limited
Partners’
Interest in
Consolidated
Partnerships
|
|
Total
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock/unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
|
(10,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
Common stock/unit ($0.94 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,532
|
)
|
|
(86,532
|
)
|
|
(152
|
)
|
|
—
|
|
|
(152
|
)
|
|
(86,684
|
)
|
Balance at June 30, 2014
|
$
|
325,000
|
|
|
923
|
|
|
(18,952
|
)
|
|
2,431,928
|
|
|
(36,412
|
)
|
|
(916,576
|
)
|
|
1,785,911
|
|
|
(1,817
|
)
|
|
34,308
|
|
|
32,491
|
|
|
1,818,402
|
|
|
|
2014
|
|
2013
|
||
Cash flows from operating activities:
|
|
|
|
|
||
Net income
|
$
|
56,217
|
|
|
58,603
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||
Depreciation and amortization
|
|
73,928
|
|
|
65,170
|
|
Amortization of deferred loan cost and debt premium
|
|
5,675
|
|
|
6,175
|
|
Accretion of above and below market lease intangibles, net
|
|
(1,698
|
)
|
|
(1,042
|
)
|
Stock-based compensation, net of capitalization
|
|
4,534
|
|
|
6,159
|
|
Equity in income of investments in real estate partnerships
|
|
(16,640
|
)
|
|
(11,888
|
)
|
Net gain on sale of properties
|
|
(2,406
|
)
|
|
(13,127
|
)
|
Provision for impairment
|
|
225
|
|
|
—
|
|
Distribution of earnings from operations of investments in real estate partnerships
|
|
18,736
|
|
|
24,376
|
|
Settlement of derivative instruments
|
|
4,648
|
|
|
—
|
|
Loss on derivative instruments
|
|
(9
|
)
|
|
(9
|
)
|
Deferred compensation expense
|
|
830
|
|
|
1,051
|
|
Realized and unrealized gains on trading securities held in trust
|
|
(847
|
)
|
|
(1,051
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
||
Restricted cash
|
|
37
|
|
|
1,118
|
|
Accounts receivable
|
|
(10,365
|
)
|
|
(328
|
)
|
Straight-line rent receivables, net
|
|
(3,062
|
)
|
|
(2,612
|
)
|
Deferred leasing costs
|
|
(5,323
|
)
|
|
(4,212
|
)
|
Other assets
|
|
(2,016
|
)
|
|
(3,175
|
)
|
Accounts payable and other liabilities
|
|
(1,964
|
)
|
|
(12,028
|
)
|
Tenants’ security and escrow deposits and prepaid rent
|
|
(904
|
)
|
|
(3,846
|
)
|
Net cash provided by operating activities
|
|
119,596
|
|
|
109,334
|
|
Cash flows from investing activities:
|
|
|
|
|
||
Acquisition of operating real estate
|
|
(79,444
|
)
|
|
(26,676
|
)
|
Development of real estate, including acquisition of land
|
|
(93,764
|
)
|
|
(84,209
|
)
|
Proceeds from sale of real estate investments
|
|
7,790
|
|
|
84,699
|
|
Collection of notes receivable
|
|
—
|
|
|
6,025
|
|
Investments in real estate partnerships
|
|
(4,287
|
)
|
|
(8,060
|
)
|
Distributions received from investments in real estate partnerships
|
|
21,496
|
|
|
11,457
|
|
Dividends on trading securities held in trust
|
|
66
|
|
|
70
|
|
Acquisition of securities
|
|
(18,195
|
)
|
|
(15,679
|
)
|
Proceeds from sale of securities
|
|
3,702
|
|
|
10,632
|
|
Net cash used in investing activities
|
|
(162,636
|
)
|
|
(21,741
|
)
|
Cash flows from financing activities:
|
|
|
|
|
||
Net proceeds from common stock issuance
|
|
—
|
|
|
98,278
|
|
Proceeds from sale of treasury stock
|
|
—
|
|
|
34
|
|
Redemption of preferred stock and partnership units
|
|
(300
|
)
|
|
—
|
|
Distributions to limited partners in consolidated partnerships, net
|
|
(938
|
)
|
|
(3,272
|
)
|
Distributions to exchangeable operating partnership unit holders
|
|
(152
|
)
|
|
(171
|
)
|
Dividends paid to common stockholders
|
|
(85,928
|
)
|
|
(83,296
|
)
|
Dividends paid to preferred stockholders
|
|
(10,531
|
)
|
|
(5,265
|
)
|
Repayment of fixed rate unsecured notes
|
|
(150,000
|
)
|
|
—
|
|
Proceeds from issuance of fixed rate unsecured notes, net
|
|
248,705
|
|
|
—
|
|
Proceeds from unsecured credit facilities
|
|
245,000
|
|
|
77,000
|
|
Repayment of unsecured credit facilities
|
|
(235,000
|
)
|
|
(122,000
|
)
|
Proceeds from notes payable
|
|
655
|
|
|
8,250
|
|
Repayment of notes payable
|
|
(6,615
|
)
|
|
(16,349
|
)
|
Scheduled principal payments
|
|
(3,413
|
)
|
|
(3,893
|
)
|
Payment of loan costs
|
|
(2,391
|
)
|
|
(115
|
)
|
Net cash used in financing activities
|
|
(908
|
)
|
|
(50,799
|
)
|
Net (decrease) increase in cash and cash equivalents
|
|
(43,948
|
)
|
|
36,794
|
|
Cash and cash equivalents at beginning of the period
|
|
80,684
|
|
|
22,349
|
|
Cash and cash equivalents at end of the period
|
$
|
36,736
|
|
|
59,143
|
|
|
|
2014
|
|
2013
|
||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash paid for interest (net of capitalized interest of $3,272 and $2,305 in 2014 and 2013, respectively)
|
$
|
54,083
|
|
|
54,670
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
||
Preferred unit and stock distribution declared and not paid
|
$
|
—
|
|
|
5,266
|
|
Real estate received through distribution in kind
|
$
|
—
|
|
|
7,576
|
|
Mortgage loans assumed through distribution in kind
|
$
|
—
|
|
|
7,500
|
|
Mortgage loans assumed for the acquisition of real estate, net of premiums
|
$
|
78,049
|
|
|
—
|
|
Change in fair value of derivative instruments
|
$
|
24,646
|
|
|
21,720
|
|
Common stock issued for dividend reinvestment plan
|
$
|
604
|
|
|
578
|
|
Stock-based compensation capitalized
|
$
|
1,410
|
|
|
948
|
|
Contributions from limited partners in consolidated partnerships, net
|
$
|
95
|
|
|
—
|
|
Initial fair value of non-controlling interest recorded at acquisition
|
$
|
15,385
|
|
|
—
|
|
Common stock issued for dividend reinvestment in trust
|
$
|
384
|
|
|
320
|
|
Contribution of stock awards into trust
|
$
|
1,846
|
|
|
1,504
|
|
Distribution of stock held in trust
|
$
|
4
|
|
|
201
|
|
Increase in fair value of securities available-for-sale
|
$
|
914
|
|
|
—
|
|
|
|
2014
|
|
2013
|
||
Assets
|
|
(unaudited)
|
|
|
||
Real estate investments at cost:
|
|
|
|
|
||
Land
|
$
|
1,318,518
|
|
|
1,249,779
|
|
Buildings and improvements
|
|
2,711,144
|
|
|
2,590,302
|
|
Properties in development
|
|
225,793
|
|
|
186,450
|
|
|
|
4,255,455
|
|
|
4,026,531
|
|
Less: accumulated depreciation
|
|
892,695
|
|
|
844,873
|
|
|
|
3,362,760
|
|
|
3,181,658
|
|
Investments in real estate partnerships
|
|
339,922
|
|
|
358,849
|
|
Net real estate investments
|
|
3,702,682
|
|
|
3,540,507
|
|
Cash and cash equivalents
|
|
36,736
|
|
|
80,684
|
|
Restricted cash
|
|
8,912
|
|
|
9,520
|
|
Accounts receivable, net of allowance for doubtful accounts of $4,286 and $3,922 at June 30, 2014 and December 31, 2013, respectively
|
|
33,510
|
|
|
26,319
|
|
Straight-line rent receivable, net of reserve of $716 and $547 at June 30, 2014 and December 31, 2013, respectively
|
|
53,673
|
|
|
50,612
|
|
Notes receivable
|
|
11,917
|
|
|
11,960
|
|
Deferred costs, less accumulated amortization of $76,838 and $73,231 at June 30, 2014 and December 31, 2013, respectively
|
|
73,659
|
|
|
69,963
|
|
Acquired lease intangible assets, less accumulated amortization of $30,930 and $25,591 at June 30, 2014 and December 31, 2013, respectively
|
|
53,543
|
|
|
44,805
|
|
Trading securities held in trust, at fair value
|
|
27,604
|
|
|
26,681
|
|
Other assets (note 4)
|
|
41,535
|
|
|
52,465
|
|
Total assets
|
$
|
4,043,771
|
|
|
3,913,516
|
|
Liabilities and Capital
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Notes payable
|
$
|
1,946,063
|
|
|
1,779,697
|
|
Unsecured credit facilities
|
|
85,000
|
|
|
75,000
|
|
Accounts payable and other liabilities
|
|
141,063
|
|
|
147,045
|
|
Acquired lease intangible liabilities, less accumulated accretion of $12,130 and $10,102 at June 30, 2014 and December 31, 2013, respectively
|
|
29,703
|
|
|
26,729
|
|
Tenants’ security and escrow deposits and prepaid rent
|
|
23,540
|
|
|
23,911
|
|
Total liabilities
|
|
2,225,369
|
|
|
2,052,382
|
|
Commitments and contingencies (note 12)
|
|
|
|
|
|
|
Capital:
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
|
||
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at June 30, 2014 and December 31, 2013, liquidation preference of $25 per unit
|
|
325,000
|
|
|
325,000
|
|
General partner; 92,357,585 and 92,333,161 units outstanding at June 30, 2014 and December 31, 2013, respectively
|
|
1,497,323
|
|
|
1,535,758
|
|
Limited partners; 159,338 and 165,796 units outstanding at June 30, 2014 and December 31, 2013
|
|
(1,817
|
)
|
|
(1,426
|
)
|
Accumulated other comprehensive loss
|
|
(36,412
|
)
|
|
(17,404
|
)
|
Total partners’ capital
|
|
1,784,094
|
|
|
1,841,928
|
|
Noncontrolling interests:
|
|
|
|
|
||
Limited partners’ interests in consolidated partnerships
|
|
34,308
|
|
|
19,206
|
|
Total noncontrolling interests
|
|
34,308
|
|
|
19,206
|
|
Total capital
|
|
1,818,402
|
|
|
1,861,134
|
|
Total liabilities and capital
|
$
|
4,043,771
|
|
|
3,913,516
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Revenues:
|
|
|
|
|
|
|
|
|
||||
Minimum rent
|
$
|
97,778
|
|
|
87,006
|
|
$
|
192,314
|
|
|
173,151
|
|
Percentage rent
|
|
545
|
|
|
297
|
|
|
1,930
|
|
|
1,842
|
|
Recoveries from tenants and other income
|
|
30,316
|
|
|
28,263
|
|
|
61,357
|
|
|
54,190
|
|
Management, transaction, and other fees
|
|
6,253
|
|
|
6,741
|
|
|
12,572
|
|
|
13,502
|
|
Total revenues
|
|
134,892
|
|
|
122,307
|
|
|
268,173
|
|
|
242,685
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
36,023
|
|
|
31,082
|
|
|
73,929
|
|
|
62,199
|
|
Operating and maintenance
|
|
19,498
|
|
|
17,481
|
|
|
40,003
|
|
|
34,622
|
|
General and administrative
|
|
15,223
|
|
|
14,966
|
|
|
29,421
|
|
|
32,942
|
|
Real estate taxes
|
|
14,898
|
|
|
13,750
|
|
|
29,697
|
|
|
26,980
|
|
Other operating expenses
|
|
1,795
|
|
|
1,579
|
|
|
3,968
|
|
|
3,098
|
|
Total operating expenses
|
|
87,437
|
|
|
78,858
|
|
|
177,018
|
|
|
159,841
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
||||
Interest expense, net of interest income of $465 and $292, and $681 and $751 for the three and six months ended June 30, 2014 and 2013, respectively
|
|
27,445
|
|
|
27,781
|
|
|
54,580
|
|
|
55,613
|
|
Provision for impairment
|
|
—
|
|
|
—
|
|
|
225
|
|
|
—
|
|
Net investment (income) loss from deferred compensation plan, including unrealized (gains) loss of ($290) and $17, and ($183) and $848 for the three and six months ended June 30, 2014 and 2013, respectively
|
|
(628
|
)
|
|
38
|
|
|
(821
|
)
|
|
(1,034
|
)
|
Total other expense
|
|
26,817
|
|
|
27,819
|
|
|
53,984
|
|
|
54,579
|
|
Income before equity in income of investments in real estate partnerships
|
|
20,638
|
|
|
15,630
|
|
|
37,171
|
|
|
28,265
|
|
Equity in income of investments in real estate partnerships
|
|
8,832
|
|
|
6,012
|
|
|
16,640
|
|
|
11,888
|
|
Income from continuing operations
|
|
29,470
|
|
|
21,642
|
|
|
53,811
|
|
|
40,153
|
|
Discontinued operations, net:
|
|
|
|
|
|
|
|
|
||||
Operating income
|
|
—
|
|
|
2,700
|
|
|
—
|
|
|
5,323
|
|
Gain on sale of operating properties, net
|
|
—
|
|
|
11,410
|
|
|
—
|
|
|
11,410
|
|
Income from discontinued operations
|
|
—
|
|
|
14,110
|
|
|
—
|
|
|
16,733
|
|
Income before gain on sale of real estate
|
|
29,470
|
|
|
35,752
|
|
|
53,811
|
|
|
56,886
|
|
Gain on sale of real estate
|
|
1,691
|
|
|
1,717
|
|
|
2,406
|
|
|
1,717
|
|
Net income
|
|
31,161
|
|
|
37,469
|
|
|
56,217
|
|
|
58,603
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||
Limited partners’ interests in consolidated partnerships
|
|
(360
|
)
|
|
(270
|
)
|
|
(719
|
)
|
|
(545
|
)
|
Income attributable to noncontrolling interests
|
|
(360
|
)
|
|
(270
|
)
|
|
(719
|
)
|
|
(545
|
)
|
Net income attributable to the Partnership
|
|
30,801
|
|
|
37,199
|
|
|
55,498
|
|
|
58,058
|
|
Preferred unit distributions
|
|
(5,266
|
)
|
|
(5,265
|
)
|
|
(10,531
|
)
|
|
(10,531
|
)
|
Net income attributable to common unit holders
|
$
|
25,535
|
|
|
31,934
|
|
$
|
44,967
|
|
|
47,527
|
|
Income per common unit - basic:
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common unit holders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
Income per common unit - diluted:
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common unit holders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Net income
|
$
|
31,161
|
|
|
37,469
|
|
$
|
56,217
|
|
|
58,603
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||
Loss on settlement of derivative instruments:
|
|
|
|
|
|
|
|
|
||||
Amortization of net loss on settled derivative instruments recognized in net income
|
|
2,165
|
|
|
2,366
|
|
|
4,532
|
|
|
4,733
|
|
Effective portion of change in fair value of derivative instruments:
|
|
|
|
|
|
|
|
|
||||
Effective portion of change in fair value of derivative instruments
|
|
(11,153
|
)
|
|
18,332
|
|
|
(24,953
|
)
|
|
21,704
|
|
Less: reclassification adjustment for change in fair value of derivative instruments included in net income
|
|
153
|
|
|
8
|
|
|
305
|
|
|
16
|
|
Unrealized gain on available-for-sale securities (note 4)
|
|
914
|
|
|
—
|
|
|
914
|
|
|
—
|
|
Other comprehensive (loss) income
|
|
(7,921
|
)
|
|
20,706
|
|
|
(19,202
|
)
|
|
26,453
|
|
Comprehensive income
|
|
23,240
|
|
|
58,175
|
|
|
37,015
|
|
|
85,056
|
|
Less: comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||
Net income attributable to noncontrolling interests
|
|
360
|
|
|
270
|
|
|
719
|
|
|
545
|
|
Other comprehensive income (loss) attributable to noncontrolling interests
|
|
(92
|
)
|
|
4
|
|
|
(160
|
)
|
|
7
|
|
Comprehensive income attributable to noncontrolling interests
|
|
268
|
|
|
274
|
|
|
559
|
|
|
552
|
|
Comprehensive income attributable to the Partnership
|
$
|
22,972
|
|
|
57,901
|
|
$
|
36,456
|
|
|
84,504
|
|
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the six months ended June 30, 2014 and 2013
(in thousands)
(unaudited)
|
||||||||||||||||||
|
|
General Partner
Preferred and
Common Units
|
|
Limited
Partners
|
|
Accumulated
Other
Comprehensive Loss
|
|
Total
Partners’
Capital
|
|
Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships
|
|
Total
Capital
|
||||||
Balance at December 31, 2012
|
$
|
1,788,480
|
|
|
(1,153
|
)
|
|
(57,715
|
)
|
|
1,729,612
|
|
|
16,299
|
|
|
1,745,911
|
|
Net income
|
|
57,949
|
|
|
109
|
|
|
—
|
|
|
58,058
|
|
|
545
|
|
|
58,603
|
|
Other comprehensive income
|
|
—
|
|
|
50
|
|
|
26,396
|
|
|
26,446
|
|
|
7
|
|
|
26,453
|
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
Distributions to partners
|
|
(83,874
|
)
|
|
(171
|
)
|
|
—
|
|
|
(84,045
|
)
|
|
(3,311
|
)
|
|
(87,356
|
)
|
Preferred unit distributions
|
|
(10,531
|
)
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
|
—
|
|
|
(10,531
|
)
|
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
|
|
6,978
|
|
|
—
|
|
|
—
|
|
|
6,978
|
|
|
—
|
|
|
6,978
|
|
Common units issued as a result of common stock issued by Parent Company, net of repurchases
|
|
95,935
|
|
|
—
|
|
|
—
|
|
|
95,935
|
|
|
—
|
|
|
95,935
|
|
Balance at June 30, 2013
|
|
1,854,937
|
|
|
(1,165
|
)
|
|
(31,319
|
)
|
|
1,822,453
|
|
|
13,579
|
|
|
1,836,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2013
|
|
1,860,758
|
|
|
(1,426
|
)
|
|
(17,404
|
)
|
|
1,841,928
|
|
|
19,206
|
|
|
1,861,134
|
|
Net income
|
|
55,403
|
|
|
95
|
|
|
—
|
|
|
55,498
|
|
|
719
|
|
|
56,217
|
|
Other comprehensive loss
|
|
—
|
|
|
(34
|
)
|
|
(19,008
|
)
|
|
(19,042
|
)
|
|
(160
|
)
|
|
(19,202
|
)
|
Contributions from partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,551
|
|
|
15,551
|
|
Distributions to partners
|
|
(86,532
|
)
|
|
(152
|
)
|
|
—
|
|
|
(86,684
|
)
|
|
(1,008
|
)
|
|
(87,692
|
)
|
Redemption of partnership units
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
Preferred unit distributions
|
|
(10,531
|
)
|
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
|
—
|
|
|
(10,531
|
)
|
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
|
|
5,831
|
|
|
—
|
|
|
—
|
|
|
5,831
|
|
|
—
|
|
|
5,831
|
|
Common units issued as a result of common stock issued by Parent Company, net of repurchases
|
|
(2,606
|
)
|
|
—
|
|
|
—
|
|
|
(2,606
|
)
|
|
—
|
|
|
(2,606
|
)
|
Balance at June 30, 2014
|
$
|
1,822,323
|
|
|
(1,817
|
)
|
|
(36,412
|
)
|
|
1,784,094
|
|
|
34,308
|
|
|
1,818,402
|
|
|
|
2014
|
|
2013
|
||
Cash flows from operating activities:
|
|
|
|
|
||
Net income
|
$
|
56,217
|
|
|
58,603
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||
Depreciation and amortization
|
|
73,928
|
|
|
65,170
|
|
Amortization of deferred loan cost and debt premium
|
|
5,675
|
|
|
6,175
|
|
Accretion of above and below market lease intangibles, net
|
|
(1,698
|
)
|
|
(1,042
|
)
|
Stock-based compensation, net of capitalization
|
|
4,534
|
|
|
6,159
|
|
Equity in income of investments in real estate partnerships
|
|
(16,640
|
)
|
|
(11,888
|
)
|
Net gain on sale of properties
|
|
(2,406
|
)
|
|
(13,127
|
)
|
Provision for impairment
|
|
225
|
|
|
—
|
|
Distribution of earnings from operations of investments in real estate partnerships
|
|
18,736
|
|
|
24,376
|
|
Settlement of derivative instruments
|
|
4,648
|
|
|
—
|
|
Loss on derivative instruments
|
|
(9
|
)
|
|
(9
|
)
|
Deferred compensation expense
|
|
830
|
|
|
1,051
|
|
Realized and unrealized gains on trading securities held in trust
|
|
(847
|
)
|
|
(1,051
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
||
Restricted cash
|
|
37
|
|
|
1,118
|
|
Accounts receivable
|
|
(10,365
|
)
|
|
(328
|
)
|
Straight-line rent receivables, net
|
|
(3,062
|
)
|
|
(2,612
|
)
|
Deferred leasing costs
|
|
(5,323
|
)
|
|
(4,212
|
)
|
Other assets
|
|
(2,016
|
)
|
|
(3,175
|
)
|
Accounts payable and other liabilities
|
|
(1,964
|
)
|
|
(12,028
|
)
|
Tenants’ security and escrow deposits and prepaid rent
|
|
(904
|
)
|
|
(3,846
|
)
|
Net cash provided by operating activities
|
|
119,596
|
|
|
109,334
|
|
Cash flows from investing activities:
|
|
|
|
|
||
Acquisition of operating real estate
|
|
(79,444
|
)
|
|
(26,676
|
)
|
Development of real estate, including acquisition of land
|
|
(93,764
|
)
|
|
(84,209
|
)
|
Proceeds from sale of real estate investments
|
|
7,790
|
|
|
84,699
|
|
Collection of notes receivable
|
|
—
|
|
|
6,025
|
|
Investments in real estate partnerships
|
|
(4,287
|
)
|
|
(8,060
|
)
|
Distributions received from investments in real estate partnerships
|
|
21,496
|
|
|
11,457
|
|
Dividends on trading securities held in trust
|
|
66
|
|
|
70
|
|
Acquisition of securities
|
|
(18,195
|
)
|
|
(15,679
|
)
|
Proceeds from sale of securities
|
|
3,702
|
|
|
10,632
|
|
Net cash used in investing activities
|
|
(162,636
|
)
|
|
(21,741
|
)
|
Cash flows from financing activities:
|
|
|
|
|
||
Net proceeds from common units issued as a result of common stock issued by Parent Company
|
|
—
|
|
|
98,278
|
|
Proceeds from sale of treasury stock
|
|
—
|
|
|
34
|
|
Redemption of preferred partnership units
|
|
(300
|
)
|
|
—
|
|
Distributions (to) from limited partners in consolidated partnerships, net
|
|
(938
|
)
|
|
(3,272
|
)
|
Distributions to partners
|
|
(86,080
|
)
|
|
(83,467
|
)
|
Distributions to preferred unit holders
|
|
(10,531
|
)
|
|
(5,265
|
)
|
Repayment of fixed rate unsecured notes
|
|
(150,000
|
)
|
|
—
|
|
Proceeds from issuance of fixed rate unsecured notes, net
|
|
248,705
|
|
|
—
|
|
Proceeds from unsecured credit facilities
|
|
245,000
|
|
|
77,000
|
|
Repayment of unsecured credit facilities
|
|
(235,000
|
)
|
|
(122,000
|
)
|
Proceeds from notes payable
|
|
655
|
|
|
8,250
|
|
Repayment of notes payable
|
|
(6,615
|
)
|
|
(16,349
|
)
|
Scheduled principal payments
|
|
(3,413
|
)
|
|
(3,893
|
)
|
Payment of loan costs
|
|
(2,391
|
)
|
|
(115
|
)
|
Net cash used in financing activities
|
|
(908
|
)
|
|
(50,799
|
)
|
Net (decrease) increase in cash and cash equivalents
|
|
(43,948
|
)
|
|
36,794
|
|
Cash and cash equivalents at beginning of the period
|
|
80,684
|
|
|
22,349
|
|
Cash and cash equivalents at end of the period
|
$
|
36,736
|
|
|
59,143
|
|
|
|
2014
|
|
2013
|
||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash paid for interest (net of capitalized interest of $3,272 and $2,305 in 2014 and 2013, respectively)
|
$
|
54,083
|
|
|
54,670
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
||
Preferred unit and stock distribution declared and not paid
|
$
|
—
|
|
|
5,266
|
|
Real estate received through distribution in kind
|
$
|
—
|
|
|
7,576
|
|
Mortgage loans assumed through distribution in kind
|
$
|
—
|
|
|
7,500
|
|
Mortgage loans assumed for the acquisition of real estate, net of premiums
|
$
|
78,049
|
|
|
—
|
|
Change in fair value of derivative instruments
|
$
|
24,646
|
|
|
21,720
|
|
Common stock issued for dividend reinvestment plan
|
$
|
604
|
|
|
578
|
|
Stock-based compensation capitalized
|
$
|
1,410
|
|
|
948
|
|
Contributions from limited partners in consolidated partnerships, net
|
$
|
95
|
|
|
—
|
|
Initial fair value of non-controlling interest recorded at acquisition
|
$
|
15,385
|
|
|
—
|
|
Common stock issued for dividend reinvestment in trust
|
$
|
384
|
|
|
320
|
|
Contribution of stock awards into trust
|
$
|
1,846
|
|
|
1,504
|
|
Distribution of stock held in trust
|
$
|
4
|
|
|
201
|
|
Increase in fair value of securities available-for-sale
|
$
|
914
|
|
|
—
|
|
1.
|
Organization and Principles of Consolidation
|
2.
|
Real Estate Investments
|
Six months ended June 30, 2014
|
||||||||||||||||
Date Purchased
|
|
Property Name
|
|
City/State
|
|
Property Type
|
|
Ownership
|
|
Purchase Price
|
|
Debt Assumed, Net of Premiums
|
|
Intangible Assets
|
|
Intangible Liabilities
|
1/31/14
|
|
Persimmon Place
|
|
Dublin, CA
|
|
Development
|
|
100%
|
|
$14,200
|
|
—
|
|
—
|
|
—
|
2/14/14
|
|
Shops at Mira Vista
|
|
Austin, TX
|
|
Operating
|
|
100%
|
|
22,500
|
|
319
|
|
2,329
|
|
291
|
3/7/14
|
|
Fairfield Portfolio
(1)
|
|
Fairfield, CT
|
|
Operating
|
|
80%
|
|
149,344
|
|
77,730
|
|
12,733
|
|
5,647
|
6/2/2014
|
|
Willow Oaks Crossing
|
|
Concord, NC
|
|
Development
|
|
100%
|
|
3,342
|
|
—
|
|
—
|
|
—
|
Total property acquisitions
|
|
|
|
|
|
$189,386
|
|
78,049
|
|
15,062
|
|
5,938
|
Six months ended June 30, 2013
|
||||||||||||||||
Date Purchased
|
|
Property Name
|
|
City/State
|
|
Property Type
|
|
Ownership
|
|
Purchase Price
|
|
Debt Assumed, Net of Premiums
|
|
Intangible Assets
|
|
Intangible Liabilities
|
5/30/13
|
|
Preston Oaks
|
|
Dallas, TX
|
|
Operating
|
|
100%
|
|
$27,000
|
|
—
|
|
3,396
|
|
7,597
|
Total property acquisitions
|
|
|
|
|
|
$27,000
|
|
—
|
|
3,396
|
|
7,597
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Net proceeds from sale of real estate investments
|
$
|
2,747
|
|
82,364
|
$
|
7,219
|
|
82,364
|
Net gain on sale of real estate
|
$
|
1,691
|
|
13,127
|
$
|
2,406
|
|
13,127
|
Number of operating properties sold
|
|
1
|
|
4
|
|
2
|
|
4
|
Number of land out-parcels sold
|
|
1
|
|
—
|
|
3
|
|
—
|
Percent interest sold
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||
|
|
|
2013
|
|
|
2013
|
||
Revenues
|
$
|
|
5,119
|
|
$
|
|
10,850
|
|
Operating expenses
|
|
|
2,419
|
|
|
|
5,527
|
|
Operating income from discontinued operations
|
$
|
|
2,700
|
|
$
|
|
5,323
|
|
|
June 30, 2014
|
||||||||||||||
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Loss
|
|
Losses in Accumulated Other Comprehensive Loss
|
|
Estimated Fair Value
|
||||||||
Common stock
|
$
|
14,350
|
|
|
$
|
914
|
|
|
$
|
—
|
|
|
$
|
15,264
|
|
|
|
2014
|
|
2013
|
||
Notes payable:
|
|
|
|
|
||
Fixed rate mortgage loans
|
$
|
511,036
|
|
|
444,245
|
|
Variable rate mortgage loans
|
|
37,755
|
|
|
37,100
|
|
Fixed rate unsecured loans
|
|
1,397,272
|
|
|
1,298,352
|
|
Total notes payable
|
|
1,946,063
|
|
|
1,779,697
|
|
Unsecured credit facilities:
|
|
|
|
|
||
Line of Credit
|
|
10,000
|
|
|
—
|
|
Term Loan
|
|
75,000
|
|
|
75,000
|
|
Total unsecured credit facilities
|
|
85,000
|
|
|
75,000
|
|
Total debt outstanding
|
$
|
2,031,063
|
|
|
1,854,697
|
|
•
|
On February 14, 2014, the Company assumed debt of
$319,000
, net of premiums, related to the Shops at Mira Vista acquisition.
|
•
|
On March 7, 2014, the Company assumed debt of
$77.7 million
, net of premiums, related to the Fairfield Portfolio acquisition.
|
•
|
On April 15, 2014, the Company repaid
$150.0 million
of
4.95%
ten-year unsecured public debt.
|
•
|
On May 1, 2014, the Company repaid
$6.6 million
on a mortgage loan maturing in
2014
.
|
•
|
On
May 26, 2014
, the Company issued
$250.0 million
of
3.75%
ten-year unsecured public debt, which matures on
June 15, 2024
.
|
•
|
On
June 27, 2014
, the Company amended its existing senior unsecured term loan facility (the "Term Loan"). The amendment established a new Term Loan size of
$165.0 million
, extended the maturity date to
June 27, 2019
and reduced the applicable interest rate. The Term Loan will bear interest at LIBOR plus a ratings based margin of
1.15%
per annum, subject to adjustment from time to time based on changes to the Company's corporate credit rating, and is subject to a fee of
0.2%
per annum on the undrawn balance. Remaining deferred loan costs were expensed upon amending the Term Loan and new loan costs incurred were capitalized. The Company has
$75.0 million
outstanding and may elect to borrow up to an additional
$90.0 million
through August 31, 2015.
|
•
|
During 2014, the Company drew approximately
$655,000
on a construction loan for the planned redevelopment of a center acquired in 2013.
|
•
|
The Company borrowed a net
$10.0 million
on its
$800.0 million
Line of Credit (the "Line") to fund acquisitions and development costs during the
six months ended
June 30, 2014
.
|
Scheduled Principal Payments and Maturities by Year:
|
|
Scheduled
Principal
Payments
|
|
Mortgage Loan
Maturities
|
|
Unsecured
Maturities
(1)
|
|
Total
|
||||
2014
|
$
|
3,826
|
|
|
9,000
|
|
|
—
|
|
|
12,826
|
|
2015
|
|
6,358
|
|
|
82,675
|
|
|
350,000
|
|
|
439,033
|
|
2016
|
|
5,867
|
|
|
41,442
|
|
|
10,000
|
|
|
57,309
|
|
2017
|
|
5,121
|
|
|
115,989
|
|
|
400,000
|
|
|
521,110
|
|
2018
|
|
4,165
|
|
|
57,358
|
|
|
—
|
|
|
61,523
|
|
Beyond 5 Years
|
|
17,224
|
|
|
190,955
|
|
|
725,000
|
|
|
933,179
|
|
Unamortized debt premiums (discounts), net
|
|
—
|
|
|
8,811
|
|
|
(2,728
|
)
|
|
6,083
|
|
Total
|
$
|
42,561
|
|
|
506,230
|
|
|
1,482,272
|
|
|
2,031,063
|
|
|
|
2014
|
|
2013
|
||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||
Notes receivable
|
$
|
11,917
|
|
|
11,600
|
|
$
|
11,960
|
|
|
11,600
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||
Notes payable
|
$
|
1,946,063
|
|
|
2,124,900
|
|
$
|
1,779,697
|
|
|
1,936,400
|
|
Unsecured credit facilities
|
$
|
85,000
|
|
|
85,000
|
|
$
|
75,000
|
|
|
75,400
|
|
|
|
2014
|
|
2013
|
||||
|
|
Low
|
|
High
|
|
Low
|
|
High
|
Notes receivable
|
|
7.6%
|
|
7.6%
|
|
7.8%
|
|
7.8%
|
Notes payable
|
|
0.9%
|
|
4.4%
|
|
3.0%
|
|
3.5%
|
Unsecured credit facilities
|
|
1.3%
|
|
1.3%
|
|
1.4%
|
|
1.4%
|
|
|
Fair Value Measurements as of June 30, 2014
|
||||||||||
|
|
|
|
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
|
$
|
27,604
|
|
|
27,604
|
|
|
—
|
|
|
—
|
|
Available-for-sale securities
|
|
15,264
|
|
|
15,264
|
|
|
—
|
|
|
—
|
|
Interest rate derivatives
|
|
8,126
|
|
|
—
|
|
|
8,126
|
|
|
—
|
|
Total
|
$
|
50,994
|
|
|
42,868
|
|
|
8,126
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
$
|
(2,208
|
)
|
|
—
|
|
|
(2,208
|
)
|
|
—
|
|
|
|
Fair Value Measurements as of December 31, 2013
|
||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
||||
Assets
|
|
Balance
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||
Trading securities held in trust
|
$
|
26,681
|
|
|
26,681
|
|
|
—
|
|
|
—
|
|
Interest rate derivatives
|
|
35,237
|
|
|
—
|
|
|
35,237
|
|
|
—
|
|
Total
|
$
|
61,918
|
|
|
26,681
|
|
|
35,237
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
$
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
|
Fair Value Measurements as of June 30, 2014
|
|||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
|
Total Gains (Losses)
|
|||||
Assets
|
|
Balance
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||||
Long-lived assets held and used
|
|
|
|
|
|
|
|
|
|
|
|||||
Land
|
$
|
1,597
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
|
(225
|
)
|
|
|
Fair Value Measurements as of December 31, 2013
|
|||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
|
Total Gains (Losses)
|
|||||
Assets
|
|
Balance
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||||
Long-lived assets held and used
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating and development properties
|
$
|
4,686
|
|
|
—
|
|
|
—
|
|
|
4,686
|
|
|
(6,000
|
)
|
|
|
2013
|
|
Direct cap rates
|
|
8.0
|
%
|
Rental growth rates
|
|
0.0
|
%
|
Discount rates
|
|
9.0
|
%
|
Terminal cap rates
|
|
8.5
|
%
|
|
|
Three months ended June 30, 2013
|
|
Six months ended June 30, 2013
|
||
Shares issued
|
|
873
|
|
|
1,869
|
|
Weighted average price per share
|
$
|
54.22
|
|
$
|
53.37
|
|
Total proceeds
|
$
|
47,377
|
|
$
|
99,774
|
|
Commissions
|
$
|
709
|
|
$
|
1,496
|
|
|
|
Six months ended June 30, 2014
|
|||||||||||
|
|
Loss on Settlement of Derivative Instruments
|
|
Fair Value of Derivative Instruments
|
|
Unrealized Gain on Available-for-Sale Securities
|
|
Accumulated Other Comprehensive Income (Loss)
|
|||||
Beginning balance at December 31, 2013
|
|
$
|
(52,542
|
)
|
|
35,138
|
|
|
—
|
|
|
(17,404
|
)
|
Net loss on cash flow derivative instruments
|
|
—
|
|
|
(24,669
|
)
|
|
—
|
|
|
(24,669
|
)
|
|
Amounts reclassified from other comprehensive income
|
|
4,524
|
|
|
225
|
|
|
—
|
|
|
4,749
|
|
|
Unrealized gain on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
912
|
|
|
912
|
|
|
Current period other comprehensive income, net
|
|
4,524
|
|
|
(24,444
|
)
|
|
912
|
|
|
(19,008
|
)
|
|
Ending balance at June 30, 2014
|
|
$
|
(48,018
|
)
|
|
10,694
|
|
|
912
|
|
|
(36,412
|
)
|
|
|
Six months ended June 30, 2013
|
||||||||
|
|
Loss on Settlement of Derivative Instruments
|
|
Fair Value of Derivative Instruments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||
Beginning balance at December 31, 2012
|
|
$
|
(61,991
|
)
|
|
4,276
|
|
|
(57,715
|
)
|
Net gain on cash flow derivative instruments
|
|
—
|
|
|
21,664
|
|
|
21,664
|
|
|
Amounts reclassified from other comprehensive income
|
|
4,724
|
|
|
8
|
|
|
4,732
|
|
|
Current period other comprehensive income, net
|
|
4,724
|
|
|
21,672
|
|
|
26,396
|
|
|
Ending balance at June 30, 2013
|
|
$
|
(57,267
|
)
|
|
25,948
|
|
|
(31,319
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Statement of Operations
|
||||||||||||
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
||||||
Loss on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate derivative contracts
|
|
$
|
(2,275
|
)
|
|
(2,366
|
)
|
|
$
|
(4,749
|
)
|
|
(4,732
|
)
|
|
Interest expense
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Restricted stock
(1)
|
|
$
|
2,915
|
|
|
3,622
|
|
|
$
|
5,831
|
|
|
6,978
|
|
Directors' fees paid in common stock
(1)
|
|
61
|
|
|
70
|
|
|
113
|
|
|
129
|
|
||
Capitalized stock-based compensation
(2)
|
|
(714
|
)
|
|
(557
|
)
|
|
(1,410
|
)
|
|
(948
|
)
|
||
Stock-based compensation, net of capitalization
|
|
$
|
2,262
|
|
|
3,135
|
|
|
$
|
4,534
|
|
|
6,159
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Numerator:
|
|
|
|
|
|
|
|
|
||||
Continuing Operations
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
29,470
|
|
|
21,642
|
|
$
|
53,811
|
|
|
40,153
|
|
Gain on sale of real estate
|
|
1,691
|
|
|
1,717
|
|
|
2,406
|
|
|
1,717
|
|
Less: income (loss) attributable to noncontrolling interests
|
|
413
|
|
|
313
|
|
|
814
|
|
|
622
|
|
Income from continuing operations attributable to the Company
|
|
30,748
|
|
|
23,046
|
|
|
55,403
|
|
|
41,248
|
|
Less: preferred stock dividends
|
|
5,266
|
|
|
5,265
|
|
|
10,531
|
|
|
10,531
|
|
Less: dividends paid on unvested restricted stock
|
|
176
|
|
|
185
|
|
|
353
|
|
|
369
|
|
Income from continuing operations attributable to common stockholders - basic
|
|
25,306
|
|
|
17,596
|
|
|
44,519
|
|
|
30,348
|
|
Add: dividends paid on Treasury Method restricted stock
|
|
22
|
|
|
30
|
|
|
31
|
|
|
52
|
|
Income from continuing operations attributable to common stockholders - diluted
|
|
25,328
|
|
|
17,626
|
|
|
44,550
|
|
|
30,400
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
|
—
|
|
|
14,110
|
|
|
—
|
|
|
16,733
|
|
Less: income from discontinued operations attributable to noncontrolling interests
|
|
—
|
|
|
27
|
|
|
—
|
|
|
32
|
|
Income from discontinued operations attributable to the Company
|
|
—
|
|
|
14,083
|
|
|
—
|
|
|
16,701
|
|
Net Income
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common stockholders - basic
|
|
25,306
|
|
|
31,679
|
|
|
44,519
|
|
|
47,049
|
|
Net income attributable to common stockholders - diluted
|
$
|
25,328
|
|
|
31,709
|
|
$
|
44,550
|
|
|
47,101
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding for basic EPS
|
|
91,975
|
|
|
91,422
|
|
|
91,958
|
|
|
90,742
|
|
Incremental shares to be issued under unvested restricted stock
|
|
46
|
|
|
64
|
|
|
33
|
|
|
56
|
|
Weighted average common shares outstanding for diluted EPS
|
|
92,021
|
|
|
91,486
|
|
|
91,991
|
|
|
90,798
|
|
Income per common share – basic
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common stockholders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
Income per common share – diluted
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common stockholders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Numerator:
|
|
|
|
|
|
|
|
|
||||
Continuing Operations
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
29,470
|
|
|
21,642
|
|
$
|
53,811
|
|
|
40,153
|
|
Gain on sale of real estate
|
|
1,691
|
|
|
1,717
|
|
|
2,406
|
|
|
1,717
|
|
Less: income attributable to noncontrolling interests
|
|
360
|
|
|
242
|
|
|
719
|
|
|
513
|
|
Income from continuing operations attributable to the Partnership
|
|
30,801
|
|
|
23,117
|
|
|
55,498
|
|
|
41,357
|
|
Less: preferred unit distributions
|
|
5,266
|
|
|
5,265
|
|
|
10,531
|
|
|
10,531
|
|
Less: dividends paid on unvested restricted units
|
|
176
|
|
|
185
|
|
|
353
|
|
|
369
|
|
Income from continuing operations attributable to common unit holders - basic
|
|
25,359
|
|
|
17,667
|
|
|
44,614
|
|
|
30,457
|
|
Add: dividends paid on Treasury Method restricted units
|
|
22
|
|
|
30
|
|
|
31
|
|
|
52
|
|
Income from continuing operations attributable to common unit holders - diluted
|
|
25,381
|
|
|
17,697
|
|
|
44,645
|
|
|
30,509
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
|
—
|
|
|
14,110
|
|
|
—
|
|
|
16,733
|
|
Less: income from discontinued operations attributable to noncontrolling interests
|
|
—
|
|
|
28
|
|
|
—
|
|
|
32
|
|
Income from discontinued operations attributable to the Partnership
|
|
—
|
|
|
14,082
|
|
|
—
|
|
|
16,701
|
|
Net Income
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common unit holders - basic
|
|
25,359
|
|
|
31,749
|
|
|
44,614
|
|
|
47,158
|
|
Net income attributable to common unit holders - diluted
|
$
|
25,381
|
|
|
31,779
|
|
$
|
44,645
|
|
|
47,210
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding for basic EPU
|
|
92,134
|
|
|
91,600
|
|
|
92,118
|
|
|
90,920
|
|
Incremental units to be issued under unvested restricted stock
|
|
46
|
|
|
64
|
|
|
33
|
|
|
56
|
|
Weighted average common units outstanding for diluted EPU
|
|
92,180
|
|
|
91,664
|
|
|
92,151
|
|
|
90,976
|
|
Income per common unit – basic
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common unit holders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
Income per common unit – diluted
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.28
|
|
|
0.19
|
|
$
|
0.48
|
|
|
0.34
|
|
Discontinued operations
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
0.18
|
|
Net income attributable to common unit holders
|
$
|
0.28
|
|
|
0.35
|
|
$
|
0.48
|
|
|
0.52
|
|
•
|
reliable growth in net operating income ("NOI") from a high-quality, growing portfolio of thriving, neighborhood and community shopping centers;
|
•
|
disciplined value-add development and redevelopment activities that profitably create and enhance high-quality shopping centers;
|
•
|
a conservative balance sheet and track record of accessing capital in a cost effective manner to withstand market volatility and to efficiently fund investments; and,
|
•
|
an engaged and talented team of people reflecting our culture.
|
|
|
June 30,
2014 |
|
December 31,
2013 |
Number of Properties
|
|
206
|
|
202
|
Properties in Development
|
|
7
|
|
6
|
Gross Leasable Area
|
|
23,209
|
|
22,472
|
% Leased – Operating and Development
|
|
94.8%
|
|
94.5%
|
% Leased – Operating
|
|
95.4%
|
|
95.0%
|
Weighted average annual effective rent per square foot ("SFT")
(1)
|
$
|
17.86
|
|
17.40
|
(1)
Net of tenant concessions.
|
|
|
|
|
|
|
June 30,
2014 |
|
December 31,
2013 |
Number of Properties
|
|
122
|
|
126
|
Gross Leasable Area
|
|
15,247
|
|
15,508
|
% Leased – Operating
|
|
95.8%
|
|
96.2%
|
Weighted average annual effective rent per SFT
(1)
|
$
|
17.96
|
|
17.34
|
(1)
Net of tenant concessions.
|
|
|
|
|
|
|
June 30,
2014 |
|
December 31,
2013 |
% Leased – Operating
|
|
95.4%
|
|
95.2%
|
≥ 10,000 SFT
|
|
98.6%
|
|
98.6%
|
< 10,000 SFT
|
|
90.5%
|
|
89.9%
|
|
|
2014
|
||||||||||||||
|
|
Leasing Transactions
(1)
|
|
SFT (in thousands)
|
|
Base Rent PSF
(1)
|
|
Tenant Improvements / SF
(2)
|
|
Leasing Commissions / SF
(2)
|
||||||
New leases
|
|
|
|
|
|
|
|
|
|
|
||||||
≥ 10,000 SFT
|
|
15
|
|
539
|
|
$
|
14.45
|
|
|
$
|
4.38
|
|
|
$
|
4.09
|
|
< 10,000 SFT
|
|
219
|
|
387
|
|
$
|
27.39
|
|
|
$
|
8.52
|
|
|
$
|
12.57
|
|
Total New Leases
(1)
|
|
234
|
|
926
|
|
$
|
19.86
|
|
|
$
|
6.11
|
|
|
$
|
7.63
|
|
Renewals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
≥ 10,000 SFT
|
|
28
|
|
597
|
|
$
|
11.48
|
|
|
$
|
0.37
|
|
|
$
|
1.09
|
|
< 10,000 SFT
|
|
384
|
|
579
|
|
$
|
27.19
|
|
|
$
|
0.85
|
|
|
$
|
3.44
|
|
Total Renewal Leases
(1)
|
|
412
|
|
1,176
|
|
$
|
19.21
|
|
|
$
|
0.61
|
|
|
$
|
2.25
|
|
|
|
2013
|
||||||||||||||
|
|
Leasing Transactions
(1)
|
|
SFT (in thousands)
|
|
Base Rent PSF
(1)
|
|
Tenant Improvements / SF
(2)
|
|
Leasing Commissions / SF
(2)
|
||||||
New leases
|
|
|
|
|
|
|
|
|
|
|
||||||
≥ 10,000 SFT
|
|
13
|
|
220
|
|
$
|
12.37
|
|
|
$
|
9.82
|
|
|
$
|
3.61
|
|
< 10,000 SFT
|
|
262
|
|
457
|
|
$
|
24.87
|
|
|
$
|
8.52
|
|
|
$
|
10.75
|
|
Total New Leases
(1)
|
|
275
|
|
677
|
|
$
|
20.81
|
|
|
$
|
9.44
|
|
|
$
|
8.43
|
|
Renewals
|
|
|
|
|
|
|
|
|
|
|
||||||
≥ 10,000 SFT
|
|
29
|
|
590
|
|
$
|
11.70
|
|
|
$
|
0.06
|
|
|
$
|
0.81
|
|
< 10,000 SFT
|
|
459
|
|
608
|
|
$
|
28.58
|
|
|
$
|
0.55
|
|
|
$
|
3.71
|
|
Total Renewal Leases
(1)
|
|
488
|
|
1,198
|
|
$
|
20.26
|
|
|
$
|
0.33
|
|
|
$
|
2.28
|
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Net cash provided by operating activities
|
$
|
119,596
|
|
|
109,334
|
|
|
10,262
|
|
Net cash used in investing activities
|
|
(162,636
|
)
|
|
(21,741
|
)
|
|
(140,895
|
)
|
Net cash used in financing activities
|
|
(908
|
)
|
|
(50,799
|
)
|
|
49,891
|
|
Net (decrease) increase in cash and cash equivalents
|
$
|
(43,948
|
)
|
|
36,794
|
|
|
(80,742
|
)
|
Total cash and cash equivalents
|
$
|
36,736
|
|
|
59,143
|
|
|
(22,407
|
)
|
•
|
$4.6 million
received upon settlement of the treasury hedges in May 2014 in connection with our bond issuance;
|
•
|
$9.8 million
increase in cash from operating income; and,
|
•
|
$1.5 million
net increase in cash due to timing of cash receipts and payments related to operating activities; offset by
|
•
|
$5.6 million
decrease in operating cash flow distributions from our unconsolidated real estate partnerships due to liquidating three partnerships and reinvesting cash in another.
|
•
|
We received proceeds of
$7.8 million
from the sale of real estate investments, including
two
shopping centers and
three
out-parcels;
|
•
|
We paid
$79.4 million
, net of debt assumed, other liabilities and non-controlling interest, for the acquisition of the 80% controlling interest in
three
shopping centers located in Fairfield, CT and
one
wholly-owned shopping center located in Austin, TX;
|
•
|
We received
$21.5 million
of distributions from our unconsolidated real estate partnerships from real estate sales proceeds;
|
•
|
We paid
$14.4 million
for the acquisition of 834,091 shares of common stock in AmREIT, a publicly traded real estate investment trust. In July 2014, we publicly announced our offer to acquire AmREIT for
$22.00
per share, payable in cash and/or stock. Details of the proposed transaction are available in our press release dated
July 10, 2014
and Form 8-K filed with the Securities and Exchange Commission.
|
•
|
We paid
$93.8 million
for the development, redevelopment, improvement and leasing of our real estate properties as comprised of the following (in thousands):
|
|
|
Six months ended June 30,
|
|
|
|||||
|
|
2014
|
|
2013
|
|
Change
|
|||
Capital expenditures:
|
|
|
|
|
|
|
|||
Acquisition of land for development / redevelopment
|
$
|
17,282
|
|
|
106
|
|
|
17,176
|
|
Building improvements and other
|
|
10,487
|
|
|
11,945
|
|
|
(1,458
|
)
|
Tenant allowances
|
|
3,147
|
|
|
2,618
|
|
|
529
|
|
Redevelopment costs
|
|
14,299
|
|
|
3,837
|
|
|
10,462
|
|
Development costs
|
|
37,007
|
|
|
57,828
|
|
|
(20,821
|
)
|
Capitalized interest
|
|
3,272
|
|
|
2,305
|
|
|
967
|
|
Capitalized direct compensation
|
|
8,270
|
|
|
5,570
|
|
|
2,700
|
|
Real estate development and capital improvements
|
$
|
93,764
|
|
|
84,209
|
|
|
9,555
|
|
Property Name
|
|
Location
|
|
Completion Date
|
|
Net Development
Costs
(1)
|
|
GLA
|
|
Cost PSF
of GLA
(1)
|
||||
Juanita Tate Marketplace
|
|
Los Angeles, CA
|
|
Q2-14
|
|
$
|
17,289
|
|
|
77
|
|
$
|
225
|
|
Total
|
|
|
|
|
|
$
|
17,289
|
|
|
77
|
|
$
|
225
|
|
•
|
We borrowed $10.0 million, net of repayments, on our unsecured credit facility;
|
•
|
We had
$150 million
of
4.95%
ten-year unsecured public debt mature in April 2014. In May 2014, we issued $250 million of new
3.75%
ten-year unsecured public debt which matures in June 2024. In connection with the bond offering, we settled the previously locked forward starting interest rate swaps, receiving net cash proceeds of
$4.6 million
. These proceeds will offset bond interest expense over the life of the bonds, resulting in a lower effective interest rate of 3.59%; and,
|
•
|
We paid dividends to our common and preferred stockholders of
$86.1 million
and
$10.5 million
, respectively.
|
|
|
2014
|
|
2013
|
||
Number of Co-investment Partnerships
|
|
17
|
|
|
17
|
|
Regency’s Ownership
|
|
20%-50%
|
|
|
20%-50%
|
|
Number of Properties
|
|
122
|
|
|
126
|
|
Combined Assets
|
$
|
2,842,982
|
|
|
2,939,599
|
|
Combined Liabilities
|
$
|
1,587,825
|
|
|
1,617,920
|
|
Combined Equity
|
$
|
1,255,157
|
|
|
1,321,679
|
|
Regency’s Share of
(1)(2)
:
|
|
|
|
|
||
Assets
|
$
|
1,006,102
|
|
|
1,035,842
|
|
Liabilities
|
$
|
557,212
|
|
|
567,743
|
|
Equity
|
$
|
448,890
|
|
|
468,099
|
|
|
|
2014
|
2013
|
||
Equity of Regency Centers in Unconsolidated Partnerships
|
$
|
448,890
|
|
468,099
|
|
add: Investment in Indian Springs at Woodlands, Ltd.
(1)
|
|
4,253
|
|
4,094
|
|
less: Impairment
|
|
(5,880
|
)
|
(5,880
|
)
|
less: Ownership percentage or Restricted Gain Method deferral
|
|
(29,138
|
)
|
(29,261
|
)
|
less: Net book equity in excess of purchase price
|
|
(78,203
|
)
|
(78,203
|
)
|
Regency Centers' Investment in Real Estate Partnerships
|
$
|
339,922
|
|
358,849
|
|
|
Regency's Ownership
|
|
2014
|
|
2013
|
||
GRI - Regency, LLC (GRIR)
|
40.00%
|
$
|
246,151
|
|
|
250,118
|
|
Columbia Regency Retail Partners, LLC (Columbia I)
|
20.00%
|
|
16,483
|
|
|
16,735
|
|
Columbia Regency Partners II, LLC (Columbia II)
|
20.00%
|
|
3,077
|
|
|
8,797
|
|
Cameron Village, LLC (Cameron)
|
30.00%
|
|
17,025
|
|
|
16,678
|
|
RegCal, LLC (RegCal)
|
25.00%
|
|
13,663
|
|
|
15,576
|
|
Regency Retail Partners, LP (the Fund)
(1)
|
20.00%
|
|
108
|
|
|
1,793
|
|
US Regency Retail I, LLC (USAA)
|
20.01%
|
|
1,188
|
|
|
1,391
|
|
Other investments in real estate partnerships
|
50.00%
|
|
42,227
|
|
|
47,761
|
|
Total
(2)
|
|
$
|
339,922
|
|
|
358,849
|
|
Scheduled Principal Payments and Maturities by Year:
|
|
Scheduled
Principal
Payments
|
|
Mortgage Loan
Maturities
|
|
Unsecured
Maturities
|
|
Total
|
|
Regency’s
Pro-Rata
Share
|
|||||
2014
|
$
|
9,861
|
|
|
47,300
|
|
|
11,460
|
|
|
68,621
|
|
|
20,104
|
|
2015
|
|
19,959
|
|
|
99,750
|
|
|
—
|
|
|
119,709
|
|
|
42,896
|
|
2016
|
|
17,138
|
|
|
305,061
|
|
|
—
|
|
|
322,199
|
|
|
113,151
|
|
2017
|
|
17,517
|
|
|
77,385
|
|
|
—
|
|
|
94,902
|
|
|
21,922
|
|
2018
|
|
18,888
|
|
|
37,000
|
|
|
—
|
|
|
55,888
|
|
|
15,723
|
|
Beyond 5 Years
|
|
54,158
|
|
|
775,994
|
|
|
—
|
|
|
830,152
|
|
|
310,013
|
|
Unamortized debt premiums, net
|
|
—
|
|
|
(1,282
|
)
|
|
—
|
|
|
(1,282
|
)
|
|
(647
|
)
|
Total
|
$
|
137,521
|
|
|
1,341,208
|
|
|
11,460
|
|
|
1,490,189
|
|
|
523,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Minimum rent
|
$
|
97,778
|
|
|
87,006
|
|
|
10,772
|
|
Percentage rent
|
|
545
|
|
|
297
|
|
|
248
|
|
Recoveries from tenants and other income
|
|
30,316
|
|
|
28,263
|
|
|
2,053
|
|
Management, transaction, and other fees
|
|
6,253
|
|
|
6,741
|
|
|
(488
|
)
|
Total revenues
|
$
|
134,892
|
|
|
122,307
|
|
|
12,585
|
|
•
|
$8.7 million increase due to the acquisitions of operating properties and operations beginning at development properties during
2013
and
2014
;
|
•
|
$2.1 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases; and,
|
•
|
$17,300 pertains to operating properties sold in
2014
that no longer are reported as discontinued operations.
|
•
|
$787,000 increase due to the acquisition of operating properties and operations beginning at development properties during
2013
and
2014
; and,
|
•
|
$1.2 million increase in recoveries at same properties, which was driven by an increase in recoverable costs and an increase in our recovery ratio, driven by improvements in occupancy.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Asset management fees
|
$
|
1,534
|
|
|
1,653
|
|
|
(119
|
)
|
Property management fees
|
|
3,285
|
|
|
3,606
|
|
|
(321
|
)
|
Leasing commissions and other fees
|
|
1,434
|
|
|
1,482
|
|
|
(48
|
)
|
Total management, transaction, and other fees
|
$
|
6,253
|
|
|
6,741
|
|
|
(488
|
)
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Depreciation and amortization
|
$
|
36,023
|
|
|
31,082
|
|
|
4,941
|
|
Operating and maintenance
|
|
19,498
|
|
|
17,481
|
|
|
2,017
|
|
General and administrative
|
|
15,223
|
|
|
14,966
|
|
|
257
|
|
Real estate taxes
|
|
14,898
|
|
|
13,750
|
|
|
1,148
|
|
Other operating expenses
|
|
1,795
|
|
|
1,579
|
|
|
216
|
|
Total operating expenses
|
$
|
87,437
|
|
|
78,858
|
|
|
8,579
|
|
•
|
$7.7 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2014;
|
•
|
$402,000 increase at same store properties, which was driven by an increase in real estate taxes due to higher assessed values and tenant utilities; partially offset by a decrease in snow removal costs; and,
|
•
|
$ 15,800 pertains to operating properties sold in
2014
that no longer are reported as discontinued operations.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Interest expense, net
|
$
|
27,445
|
|
|
27,781
|
|
|
(336
|
)
|
Net investment (loss) income from deferred compensation plan
|
|
(628
|
)
|
|
38
|
|
|
(666
|
)
|
Total other expense
|
$
|
26,817
|
|
|
27,819
|
|
|
(1,002
|
)
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Interest on notes payable
|
$
|
26,121
|
|
|
25,992
|
|
|
129
|
|
Interest on unsecured credit facilities
|
|
1,069
|
|
|
950
|
|
|
119
|
|
Capitalized interest
|
|
(1,631
|
)
|
|
(1,243
|
)
|
|
(388
|
)
|
Hedge expense
|
|
2,351
|
|
|
2,374
|
|
|
(23
|
)
|
Interest income
|
|
(465
|
)
|
|
(292
|
)
|
|
(173
|
)
|
Total interest expense, net
|
$
|
27,445
|
|
|
27,781
|
|
|
(336
|
)
|
•
|
$1.6 million
decrease from the GRIR partnership due to additional depreciation expense related to redevelopment activity;
|
•
|
$424,000 pro-rata share of impairment losses recognized upon sale of two properties within Columbia II;
|
•
|
$652,000 pro-rata share of gains on one operating property disposed of within RegCal;
|
•
|
$1.2 million
decrease from liquidating our interest in BRET in October 2013; and,
|
•
|
$5.0 million pro-rata share of gain on one operating property disposed of within Other investments in real estate partnerships.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Income from continuing operations before tax
|
$
|
29,470
|
|
|
21,642
|
|
|
7,828
|
|
Discontinued operations
|
|
|
|
|
|
|
|||
Gain on sale of operating properties, net
|
|
—
|
|
|
11,410
|
|
|
(11,410
|
)
|
Operating income, excluding provision for impairment
|
|
—
|
|
|
2,700
|
|
|
(2,700
|
)
|
Income from discontinued operations
|
|
—
|
|
|
14,110
|
|
|
(14,110
|
)
|
Gain on sale of real estate
|
|
1,691
|
|
|
1,717
|
|
|
(26
|
)
|
Income attributable to noncontrolling interests
|
|
(413
|
)
|
|
(340
|
)
|
|
(73
|
)
|
Preferred stock dividends
|
|
(5,266
|
)
|
|
(5,265
|
)
|
|
(1
|
)
|
Net income attributable to common stockholders
|
$
|
25,482
|
|
|
31,864
|
|
|
(6,382
|
)
|
Net income attributable to exchangeable operating partnership units
|
|
53
|
|
|
70
|
|
|
(17
|
)
|
Net income attributable to common unit holders
|
$
|
25,535
|
|
|
31,934
|
|
|
(6,399
|
)
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Minimum rent
|
$
|
192,314
|
|
|
173,151
|
|
|
19,163
|
|
Percentage rent
|
|
1,930
|
|
|
1,842
|
|
|
88
|
|
Recoveries from tenants and other income
|
|
61,357
|
|
|
54,190
|
|
|
7,167
|
|
Management, transaction, and other fees
|
|
12,572
|
|
|
13,502
|
|
|
(930
|
)
|
Total revenues
|
$
|
268,173
|
|
|
242,685
|
|
|
25,488
|
|
•
|
$14.8 million increase due to the acquisition of operating properties and operations beginning at development properties during
2014
and
2013
;
|
•
|
$4.3 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases; and,
|
•
|
$116,300 pertains to operating properties sold in
2014
that no longer are reported as discontinued operations.
|
•
|
$2.4 million increase due to the acquisition of operating properties and operations beginning at development properties during
2014
and
2013
; and,
|
•
|
$4.7 million increase in recoveries at same properties, which was driven by an increase in recoverable costs and an increase in our recovery ratio, driven by improvements in occupancy.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Asset management fees
|
$
|
3,014
|
|
|
3,291
|
|
|
(277
|
)
|
Property management fees
|
|
6,610
|
|
|
7,223
|
|
|
(613
|
)
|
Leasing commissions and other fees
|
|
2,948
|
|
|
2,988
|
|
|
(40
|
)
|
|
$
|
12,572
|
|
|
13,502
|
|
|
(930
|
)
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Depreciation and amortization
|
$
|
73,929
|
|
|
62,199
|
|
|
11,730
|
|
Operating and maintenance
|
|
40,003
|
|
|
34,622
|
|
|
5,381
|
|
General and administrative
|
|
29,421
|
|
|
32,942
|
|
|
(3,521
|
)
|
Real estate taxes
|
|
29,697
|
|
|
26,980
|
|
|
2,717
|
|
Other operating expenses
|
|
3,968
|
|
|
3,098
|
|
|
870
|
|
Total operating expenses
|
$
|
177,018
|
|
|
159,841
|
|
|
17,177
|
|
•
|
$12.3 million increase due to the acquisition of operating properties and operations beginning at development properties during
2014
and
2013
;
|
•
|
$7.5 million increase at same properties, primarily due to incremental operating expenses associated with winter weather in the first quarter of 2014, increased operating and maintenance costs, additional depreciation expense resulting from capital improvements to existing centers, and increases in real estate tax assessments; and,
|
•
|
$ 57,600 pertains to operating properties sold in
2014
that no longer are reported as discontinued operations.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Interest expense, net
|
$
|
54,580
|
|
|
55,613
|
|
|
(1,033
|
)
|
Provision for impairment
|
|
225
|
|
|
—
|
|
|
225
|
|
Net investment (loss) income from deferred compensation plan
|
|
(821
|
)
|
|
(1,034
|
)
|
|
213
|
|
Total other expense
|
$
|
53,984
|
|
|
54,579
|
|
|
(595
|
)
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Interest on notes payable
|
$
|
51,758
|
|
|
51,810
|
|
|
(52
|
)
|
Interest on unsecured credit facilities
|
|
1,921
|
|
|
2,110
|
|
|
(189
|
)
|
Capitalized interest
|
|
(3,272
|
)
|
|
(2,305
|
)
|
|
(967
|
)
|
Hedge expense
|
|
4,853
|
|
|
4,749
|
|
|
104
|
|
Interest income
|
|
(680
|
)
|
|
(751
|
)
|
|
71
|
|
Total interest expense
|
$
|
54,580
|
|
|
55,613
|
|
|
(1,033
|
)
|
•
|
$1.4 million
decrease from the GRIR partnership due to additional depreciation expense related to redevelopment activity;
|
•
|
$424,000 pro-rata share of impairment losses recognized upon sale of two properties within Columbia II;
|
•
|
$652,000 of gains on one operating property disposed of within RegCal;
|
•
|
$2.5 million
decrease from liquidating our ownership interest in BRET in October 2013; and,
|
•
|
$8.4 million
increase within our Other investment partnerships driven by the gains on sale of two land parcels and one operating property.
|
|
|
2014
|
|
2013
|
|
Change
|
|||
Income from continuing operations before tax
|
$
|
53,811
|
|
|
40,153
|
|
|
13,658
|
|
Discontinued operations
|
|
|
|
|
|
|
|||
Gain on sale of operating properties, net
|
|
—
|
|
|
11,410
|
|
|
(11,410
|
)
|
Operating income, excluding provision for impairment
|
|
—
|
|
|
5,323
|
|
|
(5,323
|
)
|
Income from discontinued operations
|
|
—
|
|
|
16,733
|
|
|
(16,733
|
)
|
Gain on sale of real estate
|
|
2,406
|
|
|
1,717
|
|
|
689
|
|
Income attributable to noncontrolling interests
|
|
(814
|
)
|
|
(654
|
)
|
|
(160
|
)
|
Preferred stock dividends
|
|
(10,531
|
)
|
|
(10,531
|
)
|
|
—
|
|
Net income attributable to common stockholders
|
$
|
44,872
|
|
|
47,418
|
|
|
(2,546
|
)
|
Net income attributable to exchangeable operating partnership units
|
|
95
|
|
|
109
|
|
|
(14
|
)
|
Net income attributable to common unit holders
|
$
|
44,967
|
|
|
47,527
|
|
|
(2,560
|
)
|
|
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 us, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented.
|
•
|
Same Property
information is provided for operating properties that were owned and operated for the entirety of both periods being compared and excludes all Properties in Development and Non-Same Properties. A Non-Same Property is a property acquired during either period being compared, a development completion that is less than 90% funded and 95% leased or features less than two years of anchor operations. Same Property also excludes projects in development, which represent projects owned and intended to be developed, including partially operating properties acquired specifically for redevelopment and excluding land held for future development.
|
•
|
Same Property NOI
includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by management in evaluating the performance of our properties.
|
|
FFO
is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP and therefore, should not be considered an alternative for cash flow as a measure of liquidity.
|
•
|
Core FFO
is an additional performance measure used by Regency as the computation of FFO includes certain non-cash and non-comparable items that affect the Company's period-over-period performance. Core FFO excludes from FFO, but is not limited to: (a) transaction related gains, income or expense; (b) impairments on land; (c) gains or losses from the early extinguishment of debt; and (d) other non-core amounts as they occur. The Company provides a reconciliation of FFO to Core FFO.
|
|
|
Three months ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||||
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
||||||
Income from continuing operations
|
$
|
57,849
|
|
|
(28,379
|
)
|
|
29,470
|
|
|
50,034
|
|
|
(28,392
|
)
|
|
21,642
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Management, transaction, and other fees
|
|
—
|
|
|
6,253
|
|
|
6,253
|
|
|
—
|
|
|
6,741
|
|
|
6,741
|
|
Other
(2)
|
|
2,291
|
|
|
348
|
|
|
2,639
|
|
|
1,636
|
|
|
460
|
|
|
2,096
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
29,185
|
|
|
6,838
|
|
|
36,023
|
|
|
29,215
|
|
|
1,867
|
|
|
31,082
|
|
General and administrative
|
|
—
|
|
|
15,223
|
|
|
15,223
|
|
|
—
|
|
|
14,966
|
|
|
14,966
|
|
Other operating expense, excluding provision for doubtful accounts
|
|
101
|
|
|
1,165
|
|
|
1,266
|
|
|
45
|
|
|
1,081
|
|
|
1,126
|
|
Other expense
|
|
7,076
|
|
|
19,741
|
|
|
26,817
|
|
|
7,692
|
|
|
20,127
|
|
|
27,819
|
|
Equity in income (loss) of investments in real estate excluded from NOI
(3)
|
|
13,821
|
|
|
450
|
|
|
14,271
|
|
|
16,729
|
|
|
1,113
|
|
|
17,842
|
|
NOI from properties sold
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
(144
|
)
|
|
3,980
|
|
|
3,836
|
|
Pro-rata NOI
|
$
|
105,748
|
|
|
8,430
|
|
|
114,178
|
|
|
101,935
|
|
|
7,541
|
|
|
109,476
|
|
|
|
Six months ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||||
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
|
Same Property
|
|
Other
(1)
|
|
Total
|
||||||
Income from continuing operations
|
$
|
107,135
|
|
|
(53,324
|
)
|
|
53,811
|
|
|
99,083
|
|
|
(58,930
|
)
|
|
40,153
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Management, transaction, and other fees
|
|
—
|
|
|
12,572
|
|
|
12,572
|
|
|
—
|
|
|
13,502
|
|
|
13,502
|
|
Other
(2)
|
|
4,370
|
|
|
725
|
|
|
5,095
|
|
|
3,261
|
|
|
976
|
|
|
4,237
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
62,440
|
|
|
11,489
|
|
|
73,929
|
|
|
58,638
|
|
|
3,561
|
|
|
62,199
|
|
General and administrative
|
|
—
|
|
|
29,421
|
|
|
29,421
|
|
|
—
|
|
|
32,942
|
|
|
32,942
|
|
Other operating expense, excluding provision for doubtful accounts
|
|
116
|
|
|
2,992
|
|
|
3,108
|
|
|
344
|
|
|
1,747
|
|
|
2,091
|
|
Other expense
|
|
14,208
|
|
|
39,776
|
|
|
53,984
|
|
|
15,149
|
|
|
39,430
|
|
|
54,579
|
|
Equity in income (loss) of investments in real estate excluded from NOI
(3)
|
|
30,506
|
|
|
(2,027
|
)
|
|
28,479
|
|
|
33,492
|
|
|
1,878
|
|
|
35,370
|
|
NOI from properties sold
|
|
(80
|
)
|
|
80
|
|
|
—
|
|
|
(289
|
)
|
|
8,288
|
|
|
7,999
|
|
Pro-rata NOI
|
$
|
209,955
|
|
|
15,110
|
|
|
225,065
|
|
|
203,156
|
|
|
14,438
|
|
|
217,594
|
|
|
Three months ended June 30,
|
||||||||
|
2014
|
|
2013
|
||||||
|
Number
|
GLA
|
|
Number
|
GLA
|
||||
Beginning pro-rata same property pool
|
314
|
|
26,050
|
|
|
330
|
|
26,637
|
|
Disposed properties
|
(5
|
)
|
(74
|
)
|
|
(5
|
)
|
(516
|
)
|
SFT adjustments
(1)
|
—
|
|
57
|
|
|
—
|
|
37
|
|
Ending pro-rata same property pool
|
309
|
|
26,033
|
|
|
325
|
|
26,158
|
|
|
|
|
|
|
|
||||
|
Six months ended June 30,
|
||||||||
|
2014
|
|
2013
|
||||||
|
Number
|
GLA
|
|
Number
|
GLA
|
||||
Beginning pro-rata same property pool
|
304
|
|
25,109
|
|
|
323
|
|
25,803
|
|
Acquired properties owned for entirety of comparable periods
|
6
|
|
560
|
|
|
6
|
|
476
|
|
Developments that reached completion by beginning of earliest comparable period presented
|
5
|
|
359
|
|
|
4
|
|
359
|
|
Disposed properties
|
(6
|
)
|
(85
|
)
|
|
(8
|
)
|
(585
|
)
|
SFT adjustments
(1)
|
—
|
|
90
|
|
|
—
|
|
105
|
|
Ending pro-rata same property pool
|
309
|
|
26,033
|
|
|
325
|
|
26,158
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2014
|
2013
|
Change
|
|
2014
|
2013
|
Change
|
||||||||
Base rent
|
$
|
109,620
|
|
|
106,476
|
|
|
3,144
|
|
$
|
218,252
|
|
212,512
|
|
5,740
|
|
Percentage rent
|
|
1,073
|
|
|
755
|
|
|
318
|
|
|
3,071
|
|
2,942
|
|
129
|
|
Recovery revenue
|
|
33,057
|
|
|
32,255
|
|
|
802
|
|
|
66,769
|
|
61,934
|
|
4,835
|
|
Other income
|
|
1,689
|
|
|
1,567
|
|
|
122
|
|
|
4,371
|
|
3,342
|
|
1,029
|
|
Operating expenses
|
|
39,691
|
|
|
39,118
|
|
|
573
|
|
|
82,508
|
|
77,574
|
|
4,934
|
|
Pro-rata same property NOI
|
$
|
105,748
|
|
|
101,935
|
|
|
3,813
|
|
$
|
209,955
|
|
203,156
|
|
6,799
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Reconciliation of Net income to FFO
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
25,482
|
|
|
31,864
|
|
$
|
44,872
|
|
|
47,418
|
|
Adjustments to reconcile to FFO:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
(1)
|
|
46,645
|
|
|
42,287
|
|
|
93,383
|
|
|
84,568
|
|
Provision for impairment
(2)
|
|
424
|
|
|
—
|
|
|
424
|
|
|
—
|
|
Gain on sale of operating properties, net of tax
(2)
|
|
(6,710
|
)
|
|
(12,099
|
)
|
|
(7,419
|
)
|
|
(12,099
|
)
|
Exchangeable operating partnership units
|
|
53
|
|
|
70
|
|
|
95
|
|
|
109
|
|
FFO
|
$
|
65,894
|
|
|
62,122
|
|
$
|
131,355
|
|
|
119,996
|
|
Reconciliation of FFO to Core FFO
|
|
|
|
|
|
|
|
|
||||
FFO
|
$
|
65,894
|
|
|
62,122
|
|
$
|
131,355
|
|
|
119,996
|
|
Adjustments to reconcile to Core FFO:
|
|
|
|
|
|
|
|
|
||||
Development and acquisition pursuit costs
(2)
|
|
396
|
|
|
785
|
|
|
1,711
|
|
|
1,226
|
|
Gain on sale of land
(2)
|
|
(424
|
)
|
|
(1,090
|
)
|
|
(3,328
|
)
|
|
(1,090
|
)
|
Provision for impairment to land
|
|
—
|
|
|
—
|
|
|
225
|
|
|
—
|
|
Interest rate swap ineffectiveness
(2)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(20
|
)
|
Loss on early debt extinguishment
(2)
|
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
Core FFO
|
$
|
65,907
|
|
|
61,790
|
|
$
|
130,004
|
|
|
120,112
|
|
Period
|
Total number of shares purchased
(1)
|
Average price paid per share
|
Total number of shares purchased as part of publicly announced plans or programs
|
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||
April 1 through April 30, 2014
|
—
|
$
|
—
|
|
—
|
$
|
—
|
|
May 1 through May 31, 2014
|
—
|
$
|
—
|
|
—
|
$
|
—
|
|
June 1 through June 30, 2014
|
7,153
|
$
|
55.36
|
|
—
|
$
|
—
|
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
*
|
Furnished, not filed.
|
August 8, 2014
|
REGENCY CENTERS CORPORATION
|
|
|
By:
|
/s/ Lisa Palmer
Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
By:
|
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
|
August 8, 2014
|
REGENCY CENTERS, L.P.
|
|
|
By:
|
Regency Centers Corporation, General Partner
|
|
By:
|
/s/ Lisa Palmer
Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
By:
|
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
|
By:
|
Regency Centers Corporation, its sole general partner
|
Level
|
Borrower’s Credit Rating
(S&P/Moody’s)
|
Applicable Margin for
LIBOR Loans
|
Applicable Margin for
Base Rate Loans
|
1
|
A-/A3 (or equivalent) or
better
|
0.900%
|
0.900%
|
2
|
BBB+/Baa1 (or equivalent)
|
0.975%
|
0.975%
|
3
|
BBB/Baa2 (or equivalent)
|
1.150%
|
1.150%
|
4
|
BBB-/Baa3 (or equivalent)
|
1.400%
|
1.400%
|
5
|
Lower than BBB-/Baa3 (or
equivalent) or unrated
|
1.900%
|
1.900%
|
Borrower:
Regency Centers, L.P.
|
Administrative Agent:
Wells Fargo Bank, National
|
Loan:
Loan number 1006110 made pursuant to that certain “Credit Agreement” dated as of November 17, 2011 between Borrower, Administrative Agent and Lenders, as amended from time to time
|
Effective Date
: June 27, 2014
|
Check applicable box:
New
- This is the first Disbursement Instruction Agreement submitted in connection with the Loan.
Replace Previous Agreement
- This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are canceled as of the Effective Date set forth above.
|
Disbursement of Loan Proceeds at Origination/Closing
|
||
Closing Disbursement Authorizers
: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “
Closing Disbursement Authorizer
”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “
Closing Disbursement
”):
|
||
|
Individual’s Name
|
Title
|
1.
|
|
|
2.
|
|
|
3.
|
|
|
Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):
D E S C R I B E AP P L I C AB L E R E S T R I C T I O N S O R I N D I C AT E “ N / A ”
If there are no restrictions described here, any Closing Disbursement Authorizer may submit a
Disbursement Request for all available Loan proceeds.
|
|
DELETE FOLLOWING SECTION IF NO WIRE TRANSFERS AT ORIGINATION/CLOSING
|
|
|
Permitted Wire Transfers:
Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit.
All wire instructions must be in the format specified on the Closing Exhibit.
|
|||
|
Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire
instructions for each Receiving Party must be attached as the Closing Exhibit)
|
||
1.
|
|
||
2.
|
|
||
3.
|
|
|
DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT
|
|
|
ORIGINATION/CLOSING
|
|||
Direct Deposit:
Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.
|
|||
Name on Deposit Account:
|
|||
Wells Fargo Bank, N.A. Deposit Account Number:
|
|||
Further Credit Information/Instructions:
|
Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination
|
||
Subsequent Disbursement Authorizers
: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “
Subsequent Disbursement Authorizer
”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “
Subsequent Disbursement
”):
|
||
|
Individual’s Name
|
Title
|
1.
|
|
|
2.
|
|
|
3.
|
|
|
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):
D E S C R I B E AP P L I C AB L E R E S T R I C T I O N S O R I N D I C AT E “ N / A ”
If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a
Disbursement Request for all available Loan proceeds.
|
|
DELETE FOLLOWING SECTION IF NO SUBSEQUENT WIRE TRANSFERS ANTICIPATED
|
|
|
Permitted Wire Transfers:
Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit.
All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit.
|
|||
|
Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire
instructions for each Receiving Party must be att ached as the Subsequent Disbursement Exhibit)
|
||
1.
|
|
||
2.
|
|
||
3.
|
|
|
DELETE FOLLOWING SECTION IF NO SUBSEQUENT DEPOSITS INTO WFB ACCOUNTS
|
|
|
ANTICIPATED
|
|
||
Direct Deposit:
Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.
|
|||
Name on Deposit Account:
|
|||
Wells Fargo Bank, N.A. Deposit Account Number:
|
|||
Further Credit Information/Instructions:
|
Transfer/Deposit Funds to (Receiving Party Account Name)
|
Receiving Party Deposit Account Number
|
Receiving Bank Name, City and State
|
Receiving Bank Routing (ABA) Number
|
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)
|
Transfer/Deposit Funds to (Receiving Party Account Name)
|
Receiving Party Deposit Account Number
|
Receiving Bank Name, City and State
|
Receiving Bank Routing (ABA) Number
|
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)
|
Lender
|
Outstanding
Loans
|
Delayed Draw TL
Commitment
Amount
|
Wells Fargo Bank, National Association
|
$17,045,454.55
|
$20,454,545.45
|
PNC Bank, National Association
|
$13,636,363.64
|
$16,363,636.36
|
Regions Bank
|
$ 8,181,818.18
|
$ 9,818,181.82
|
SunTrust Bank
|
$ 8,181,818.18
|
$ 9,818,181.82
|
US Bank National Association
|
$ 8,181,818.18
|
$ 9,818,181.82
|
Bank of America, N.A.
|
$ 4,318,181.82
|
$ 5,181,818.18
|
JPMorgan Chase Bank, N.A.
|
$ 4,318,181.82
|
$ 5,181,818.18
|
Royal Bank of Canada
|
$ 4,318,181.82
|
$ 5,181,818.18
|
Sumitomo Mitsui Banking Corporation
|
$ 3,636,363.64
|
$ 4,363,636.36
|
Mizuho Bank (USA)
|
$ 3,181,818.18
|
$ 3,818,181.82
|
Total:
|
$75,000,000.00
|
$ 90,000,000.00
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Regency Centers Corporation
(“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Martin E. Stein, Jr.
|
Martin E. Stein, Jr.
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Regency Centers Corporation
(“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Lisa Palmer
|
Lisa Palmer
|
Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Regency Centers, L.P.
(“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Martin E. Stein, Jr.
|
Martin E. Stein, Jr.
|
Chief Executive Officer of Regency Centers Corporation, general partner of registrant
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Regency Centers, L.P.
(“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Lisa Palmer
|
Lisa Palmer
|
Chief Financial Officer of Regency Centers Corporation, general partner of registrant
|
/s/ Martin E. Stein, Jr.
|
Martin E. Stein, Jr.
|
Chief Executive Officer
|
/s/ Martin E. Stein, Jr.
|
Martin E. Stein, Jr.
|
Chief Executive Officer of Regency Centers Corporation, general partner of registrant
|
/s/ Lisa Palmer
|
Lisa Palmer
|
Chief Financial Officer of Regency Centers Corporation, general partner of registrant
|