To our fellow shareholders:
Over the past several years, Regency Centers has built upon our rock solid foundation to
sustain meaningful growth in shareholder value. We believe the steps we have taken to
enhance our portfolio, development program, and balance sheet are positioning us to
consistently perform at Regency’s high standards, which will distinguish us as a best-in-class
shopping center company.
In 2012, the hard work and focus of our dedicated team of professionals were clearly evident in
our financial results, which drive Funds from Operations (FFO), net asset value (NAV) and, in
turn, shareholder returns. I am extremely proud of what the team has accomplished. Several of
their more notable achievements include:
• Our leasing and operations team capitalized on robust demand and the improved health
of our retail customers to produce 1,800 new and renewal leases, totaling more than
five million square feet. This outstanding work pushed percent leased in the operating
portfolio to 94.6%—close enough to our goal of 95% that we are now eyeing a more
ambitious goal of 96%.
• Our asset managers are beginning to harvest higher rents from increased pricing power,
as evidenced by rent growth of 5.5%, including almost 20% on new leases. This
favorable trend results from occupancy rapidly approaching our historic levels, the ever
tightening supply of available space, and strong retailer demand to expand into the
highly desirable shopping centers that make up Regency’s portfolio.
• These factors, together with the team’s single-minded determination, drove same
property net operating income (NOI) by 4%, or almost $15 million. At today’s property
valuations, this translates into approximately $250 million of NAV, or more than $2.50
per share.
• Regency’s development group, working closely with operations, completed nine projects
that are now over 97% leased. Another $150 million of new developments were started
and are nearly 90% leased. Together with the transformation of another five centers
through redevelopment, these 17 exceptional shopping centers have resulted in $75
million in additional NAV.
• Regency’s transactions team generated more than $450 million from asset sales. The
majority of these 27 shopping centers no longer met our risk, strategic or NOI growth
profiles. With these dispositions, we reduced the nonstrategic properties currently
targeted for sale to less than 5% of the portfolio and were able to direct nearly $250
million toward the acquisition of extremely high-quality shopping centers. The portfolio
enhancement is compelling. The centers we purchased benefit from three-mile
populations that average 100,000 people and household incomes of more than
$100,000, grocery sales exceeding $1,000 per square foot, and projected long-term NOI
growth of better than 3%, metrics vastly exceeding those of the properties we sold.
• Regency’s capital markets team used the remainder of the proceeds from the
dispositions to pay down debt and fund development. In addition, they further fortified
the balance sheet and our access to capital by issuing more than $300 million of
perpetual preferred stock at significantly lower rates than the preferred that was
redeemed and by expanding our line of credit to $800 million. With only $70 million
outstanding at the end of the year, Regency had $730 million of capacity on our bank
facilities and manageable amounts of debt maturing during the next several years. We
also mitigated the interest rate risk on 60% of the unsecured debt maturing in 2014 and
2015 by locking in Treasury rates that were approaching historical lows.
These accomplishments would not have been possible without the incredible efforts of
Regency’s exceptional people, working seamlessly across functional lines. From inside the tent,
we have seen the benefits from the dedication of the team building for some time now. It is
gratifying that these improving trends are starting to clearly translate into the two most critical
financial results:
• Core Funds from Operations (CFFO) totaled $2.56 per share, up 6.7%. The CFFO growth
rate is a good proxy for increasing NAV, and would have been even higher had it not
been for the dilutive impact of our asset sales, which exceeded our acquisitions by a
significant amount.
• Most important, total shareholder return increased by more than 30%, meaningfully
above the average of our peers.
A Sharpened Strategy to Build Shareholder Value
To be sure, we recognize that a single year’s positive results do not define Regency’s standard
for success. This is particularly the case given our view that economic growth and consumer
spending, while positive, will be slow for the foreseeable future. We also are keenly mindful of
how powerful competitive and structural forces, as well as the Internet, are reshaping the
grocery industry and key retail categories.
2013 will be Regency Centers’ 50th year in business, and over the past half century, our focus
has been—and today remains—on consistent, superior performance over the long term. We
have learned valuable lessons from boom and bust business cycles and a constant evolution of
our tenant base. Our experience over the past five decades has molded and sharpened our
strategy for building on our core competencies and growing shareholder value.
Reliable NOI Growth: The “Holy Grail”
Our strategy starts with an intense focus on producing reliable growth in NOI, Regency’s “Holy
Grail” and the cornerstone of consistent increases in earnings and NAV. Our experience shows
that community and neighborhood shopping centers in infill trade areas with supply constraints
and substantial buying power, and anchored by highly productive grocers, will benefit from
sustainable competitive advantages. This compelling combination attracts the best national,
regional and local retailers and restaurants, and translates into occupancy and pricing power.
Net operating income is further fortified by distinguishing the appearance of Regency’s
shopping centers through timely maintenance and well-conceived renovations. Finally, NOI is
strengthened through superior tenant and shopper experiences, created through diligent asset
management and the effective use of technology.
The reliability of rental revenues will be further enhanced as we continue to add to our portfolio
through new acquisitions and developments that share the attributes discussed above and are
comparable to the exceptional centers in which we invested in 2012. At the same time we are
playing offense, we are also extremely vigilant and proactive about identifying and selling those
ever-diminishing number of centers that are no longer “in the fairway.”
Development: A Core Value-Creating Competency
Our ability to create value through disciplined development and redevelopment of exceptional
shopping centers is one of our core competencies. While we substantially reduced the size of
our development infrastructure in response to the “Great Recession,” we took the view that
retailer demand for prime space would eventually return, and we maintained ample capabilities
for a right-sized development program.
Our successful developments share the same critical ingredients that characterize the high
quality, infill shopping centers found in our operating portfolio. We embrace opportunities that
are difficult to entitle and assemble—sometimes taking years. These are the centers that play
to our strengths and are most resistant to future competition. In essence, we are seeking out
the very best locations that will attract highly productive traditional and specialty grocers and
top-notch side shop retailers and restaurants. Developing special locations with great anchors is
the reason that the $275 million of developments started since the recession are more than
90% leased and are contributing an estimated $125 million to NAV.
A Balance Sheet for All Seasons
Although capital is plentiful and at rates that are incredibly low by any standard, the deep
economic downturn that began in 2008, and lasted well into 2010, was a poignant reminder of
how quickly the financial markets can become real ugly. We continue to manage Regency’s
balance sheet to be prepared to weather a bad financial storm and to profit during normal
conditions. Specifically, this means we will continue to rigorously monitor our commitments,
maintaining substantial uncommitted capacity on our $800 million line of credit. We will also
opportunistically improve our financial ratios through the astute sale of assets and equity on a
basis accretive to NAV.
Regency Centers’ Brand: Our People
Since my parents, Joan Newton and Martin Stein, founded Regency in 1963, our people have
been our most fundamental asset. We believe they’re the best in the business, a team forged
by skill, experience and creative energy, working together to provide exceptional service to our
customers, to connect to our communities, and to create value for our investors. In essence,
our people are Regency’s brand and, together with our special culture, distinguish us from our
peers.
This culture was epitomized by Bruce Johnson, who retired at the end of 2012. During the 33
years Bruce has been my wise partner and friend, including 20 as Regency’s consummate chief
financial officer, he not only played a critical role in all of our important milestones, he also
personified our core values. As Mr. Perspective, he always exemplified the perfect mixture of
family, relationships, doing what is right, community service, industry leadership, conservative
financial management, and performance. Bruce was a true leader in making Regency an
exceptional company, and we will be forever appreciative of his huge contributions.
A Vision and Commitment to Sustain Excellence
As I look back on the past several years, it is clear to me that Regency had the resiliency,
capabilities, and most important of all, the dedication of our people, to emerge from the
downturn as a stronger and more focused company. We know what it takes to be a blue chip
company that year in and year out produces superior results and builds shareholder value. That
is the vision Regency’s talented team is committed to realizing each and every day.
On behalf of our entire management team, particularly Brian Smith, our president, and Lisa
Palmer, who in 2013 succeeded Bruce as chief financial officer, I’d like to thank our
shareholders for putting their faith in our strategy, our team of hardworking professionals for
their extraordinary efforts, our board of directors for their thoughtful and insightful guidance,
and our many partners, particularly our tenants and the communities in which we operate, for
their support.
Sincerely,
Martin E. “Hap” Stein, Jr.
Chairman and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
FLORIDA (REGENCY CENTERS CORPORATION)
DELAWARE (REGENCY CENTERS, L.P.)
(State or other jurisdiction of incorporation or organization)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (zip code)
59-3191743
59-3429602
(I.R.S. Employer Identification No.)
(904) 598-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Common Stock, $.01 par value
6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value
6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Regency Centers, L.P.
Title of each class
None
Name of each exchange on which registered
N/A
________________________________
Securities registered pursuant to Section 12(g) of the Act:
Regency Centers Corporation: None
Regency Centers, L.P.: Class B Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Regency Centers Corporation
Regency Centers, L.P.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
Non-accelerated filer
Regency Centers, L.P.:
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrants' most recently completed second fiscal quarter.
Regency Centers Corporation $ 4,187,374,700 Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 90,395,745 as of February 21, 2013.
Portions of Regency Centers Corporation's proxy statement in connection with its 2013 Annual Meeting of Stockholders are
incorporated by reference in Part III.
Documents Incorporated by Reference
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2012 of Regency Centers Corporation
and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers
Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to
“Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term
“the Company” or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The
Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2012,
the Parent Company owned approximately 99.8% of the Units in the Operating Partnership and the remaining limited Units are
owned by investors. The Parent Company owns all of the Series 6 and 7 Preferred Units of the Operating Partnership. As the
sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-
to-day management.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into
this single report provides the following benefits:
•
•
•
enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view
the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent
Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of
the Parent Company and employees of the Operating Partnership.
The Company believes it is important to understand the few differences between the Parent Company and the Operating
Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The
Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As
a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating
Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Parent
Company does not hold any indebtedness, but guarantees all of the unsecured public debt and approximately 18% of the
secured debt of the Operating Partnership. The Operating Partnership holds all the assets of the Company and retains the
ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent
Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership
generates all remaining capital required by the Company's business. These sources include the Operating Partnership's
operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.
Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated
financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital
includes general and limited common Partnership Units, as well as Series 6 and 7 Preferred Units owned by the Parent
Company. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital
in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent
Company's financial statements. The Series 6 and 7 Preferred Units owned by the Parent Company are eliminated in
consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred
units of general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this
report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements,
controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the
Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the
Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for
financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating
Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the
Parent Company and the Operating Partnership are the same on their respective financial statements.
(This page intentionally left blank)
TABLE OF CONTENTS
Item No.
Form 10-K
Report Page
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
PART IV
SIGNATURES
16.
Signatures
1
4
11
12
31
31
31
33
35
54
55
121
121
122
122
123
123
123
123
124
129
(This page intentionally left blank)
Forward-Looking Statements
In addition to historical information, the following information contains forward-looking statements as defined under
federal securities laws. These forward-looking statements include statements about potential changes in our revenues, the size
of our development program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity.
These statements are based on current expectations, estimates and projections about the real estate industry and markets in
which the Parent Company and the Operating Partnership, collectively “Regency” or “the Company”, operate, and
management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve
certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or
implied by such statements. Such risks and uncertainties include, but are not limited to, changes in national and local economic
conditions; financial difficulties of tenants; competitive market conditions, including timing and pricing of acquisitions and
sales of properties and out-parcels; changes in leasing activity and market rents; timing of development starts; meeting
development schedules; our inability to exercise voting control over the co-investment partnerships through which we own
many of our properties; consequences of any armed conflict or terrorist attack against the United States; and the ability to
obtain governmental approvals. We do not undertake any obligation to release publicly any revision to such forward-looking
statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events. For additional
information, see “Risk Factors” elsewhere herein. The following discussion should be read in conjunction with the
accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P.
appearing elsewhere herein.
Item 1. Business
PART I
Regency Centers Corporation began its operations as a real estate investment trust ("REIT") in 1993 and is the
managing general partner in Regency Centers, L.P. We endeavor to be the preeminent, best-in-class national shopping center
company distinguished by sustaining growth in shareholder value and compounding total shareholder return in excess of our
peers. We work to achieve these goals through reliable growth in net operating income from a portfolio of dominant, infill
shopping centers, balance sheet strength, value-added development capabilities and an engaged team of talented and dedicated
people. All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-
owned subsidiaries, and through its investments in real estate partnerships with third parties (also referred to as "co-investment
partnerships" or "joint ventures"). The Parent Company currently owns approximately 99.8% of the outstanding common
partnership units of the Operating Partnership.
At December 31, 2012, we directly owned 204 shopping centers (the “Consolidated Properties”) located in 24 states
representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial
ownership interests in 144 shopping centers (the “Unconsolidated Properties”) located in 24 states and the District of Columbia
representing 17.8 million square feet of GLA.
We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail
anchors, restaurants, side-shop retailers, and service providers, as well as ground leasing or selling building pads ("out-parcels")
to these same types of tenants. Historically, we have experienced growth in revenues by increasing occupancy and rental rates
in our existing shopping centers and by acquiring and developing new shopping centers. At December 31, 2012, the
consolidated shopping centers were 94.1% leased, as compared to 92.2% at December 31, 2011.
We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those
tenants operating retail formats that are experiencing significant changes in competition, business practice, and store closings in
other locations. We also evaluate consumer preferences, shopping behaviors, and demographics to anticipate both challenges
and opportunities in the changing retail industry that may affect our tenants.
We grow our shopping center portfolio through acquisitions of operating centers and new shopping center
development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in
value-added new development and redevelopments of existing centers. Development is customer driven, meaning we generally
have an executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors and
retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our invested
capital. This development process typically requires two to three years once construction has commenced, but can vary subject
to the size and complexity of the project. We fund our acquisition and development activity from various capital sources
including property sales, equity offerings, and new debt.
1
Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, as well as the
opportunity to earn fees for asset management, property management, and other investing and financing services. As asset
manager, we are engaged by our partners to apply similar operating, investment and capital strategies to the portfolios owned
by the co-investment partnerships as those applied to the portfolio that we wholly-own. Co-investment partnerships grow their
shopping center investments through acquisitions from third parties or direct purchases from us. Although selling properties to
co-investment partnerships reduces our direct ownership interest, it provides a source of capital that further strengthens our
balance sheet while we continue to share, to the extent of our ownership interest, in the risks and rewards of shopping centers
that meet our high quality standards and long-term investment strategy.
We recognize the importance of continually improving the environmental sustainability performance of our real
estate assets. To date we have received LEED (Leadership in Energy and Environmental Design) certifications by the U.S.
Green Building Council at seven shopping centers and have four additional in-process developments targeting certification. We
also continue to implement best practices in our operating portfolio to reduce our power and water consumption, in addition to
other sustainability initiatives. We believe that the design, construction and operation of environmentally efficient shopping
centers will contribute to our key strategic goals.
Competition
We are among the largest owners of shopping centers in the nation based on revenues, number of properties, gross
leasable area, and market capitalization. There are numerous companies and private individuals engaged in the ownership,
development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery
store chains that also anchor some of our shopping centers. This results in competition for attracting anchor tenants, as well as
the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven
by our locations within our market areas, the design and high quality of our shopping centers, the strong demographics
surrounding our shopping centers, our relationships with our anchor tenants and our side-shop and out-parcel retailers, our
practice of maintaining and renovating our shopping centers, and our ability to source and develop new shopping centers.
Employees
Our headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 17
market offices nationwide where we conduct management, leasing, construction, and investment activities. At December 31,
2012, we had 368 employees and we believe that our relations with our employees are good.
Compliance with Governmental Regulations
Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or
remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required
remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the
owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to
sell or lease the property or borrow using the property as collateral. While we have a number of properties that could require or
are currently undergoing varying levels of environmental remediation, environmental remediation is not currently expected to
have a material financial impact on us due to reserves for remediation, insurance programs designed to mitigate the cost of
remediation, and various state-regulated programs that shift the responsibility and cost to the state.
2
Executive Officers
The executive officers of the Company are appointed each year by the Board of Directors. Each of the executive
officers has been employed by the Company in the position indicated in the list or positions indicated in the pertinent notes
below. Each of the executive officers has been employed by the Company for more than five years.
Name
Age
Title
Martin E. Stein, Jr.
Brian M. Smith
Lisa Palmer
Dan M. Chandler, III
John S. Delatour
James D. Thompson
60
57
44
46
54
59
Chairman and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President and Chief Financial Officer
Managing Director - West
Managing Director - Central
Managing Director - East
Executive Officer in
Position Shown Since
1993
2009 (1)
2013 (2)
2009 (3)
1999
1993
(1) In February 2009, Brian M. Smith, Managing Director and Chief Investment Officer of the Company since 2005, was
appointed to the position of President. Prior to serving as our Managing Director and Chief Investment Officer, from March
1999 to September 2005, Mr. Smith served as Managing Director of Investments for our Pacific, Mid-Atlantic, and
Northeast divisions.
(2) Lisa Palmer is our Executive Vice President and Chief Financial Officer. Ms. Palmer served as Senior Manager of
Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. She served as Senior Vice
President of Capital Markets from 2003 to 2012 until assuming the role of Chief Financial Officer in January 2013.
(3) Dan M. Chandler, III, has served as our Managing Director - West since August 2009. From August 2007 to April 2009,
Mr. Chandler was a principal with Chandler Partners, a private commercial and residential real estate developer in
Southern California. During 2009, Mr. Chandler was also affiliated with Urban|One, a real estate development and
management firm in Los Angeles. Mr. Chandler was a Managing Director for us from 2006 to July 2007, Senior Vice
President of Investments from 2002 to 2006, and Vice President of Investments from 1997 to 2002.
Company Website Access and SEC Filings
The Company's website may be accessed at www.regencycenters.com. All of our filings with the Securities and
Exchange Commission (“SEC”) can be accessed free of charge through our website promptly after filing; however, in the event
that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent
quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits,
free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov.
General Information
The Company's registrar and stock transfer agent is Wells Fargo Bank, N.A. (“Wells Fargo Shareowner Services”),
Mendota Heights, MN. The Company offers a dividend reinvestment plan (“DRIP”) that enables its stockholders to reinvest
dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more
information, contact Wells Fargo toll free at (800) 468-9716 or the Company's Shareholder Relations Department at (904)
598-7000.
The Company's Independent Registered Public Accounting Firm is KPMG LLP, Jacksonville, Florida. The Company's
legal counsel is Foley & Lardner LLP, Jacksonville, Florida.
Annual Meeting
The Company's annual meeting will be held at The Ponte Vedra Inn & Club, 200 Ponte Vedra Blvd, Ponte Vedra
Beach, Florida, at 11:00 a.m. on Tuesday, May 7, 2013.
3
Item 1A. Risk Factors
Risk Factors Related to Our Industry and Real Estate Investments
Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.
Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is generally linked
to economic conditions in the market for retail space. The market for retail space has been or could be adversely affected by
any of the following:
•
•
•
•
• weakness in the national, regional and local economies, which could adversely impact consumer
spending and retail sales and in turn tenant demand for space and lead to increased store closings;
adverse financial conditions for grocery and retail anchors;
the ongoing consolidation in the retail sector;
the excess amount of retail space in a number of markets;
reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer
demand for certain retail formats such as video rental stores;
a shift in retail shopping from brick and mortar stores to Internet retailers and catalogs;
the growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and
Costco, and their adverse effect on traditional grocery chains;
the impact of increased energy costs on consumers and its consequential effect on the number of
shopping visits to our centers; and
consequences of any armed conflict involving, or terrorist attack against, the United States.
•
•
•
•
To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in
the operating portfolios, our ability to sell, acquire or develop properties, and our cash available for distributions to stock and
unit holders.
Our revenues and cash flow could be adversely affected by poor economic or market conditions where our properties
are geographically concentrated, which may impede our ability to generate sufficient income to pay expenses and
maintain our properties.
The economic conditions in markets in which our properties are concentrated greatly influence our financial
performance. During the year ended December 31, 2012, our properties in California, Florida, and Texas accounted for 30.6%,
11.1%, and 11.0%, respectively, of our net income. Our revenues and cash available to pay expenses, maintain our properties,
and for distributions to stock and unit holders could be adversely affected by this geographic concentration if market
conditions, such as supply of or demand for retail space, deteriorate in California, Florida, or Texas relative to other geographic
areas.
Loss of revenues from significant tenants could reduce distributions to stock and unit holders.
We derive significant revenues from anchor tenants such as Kroger, Publix, Safeway and Supervalu, which are our
four most significant anchor tenants as they account for 4.3%, 4.2%, 3.3% and 2.1% respectively, of our total annualized base
rent from Consolidated Properties plus our pro-rata share of annualized base rent from Unconsolidated Properties ("pro-rata
basis"), which is recognized in equity in income (loss) of investment in real estate partnerships, for the year ended
December 31, 2012. Distributions to stock and unit holders could be adversely affected by the loss of revenues in the event a
significant tenant:
becomes bankrupt or insolvent;
experiences a downturn in its business;
•
•
• materially defaults on its leases;
•
•
does not renew its leases as they expire; or
renews at lower rental rates.
Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping
center because of the loss of the departed anchor tenant's customer drawing power. Some anchors have the right to vacate and
prevent re-tenanting by paying rent for the balance of the lease term. If significant tenants vacate a property, then other tenants
may be entitled to terminate their leases at the property.
4
Our net income depends on the success and continued occupancy of our tenants.
Our net income could be adversely affected in the event of bankruptcy or insolvency of any of our anchors or a
significant number of our non-anchor tenants within a shopping center, or if we fail to lease significant portions of our new
developments. The adverse impact on our net income may be greater than the loss of rent from the resulting unoccupied space
because co-tenancy clauses in select centers may allow other tenants to modify or terminate their rent or lease obligations. Co-
tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open
their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease
expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open
their stores within the same shopping center.
A large percentage of our revenues are derived from smaller shop tenants and our net income could be adversely
impacted if our smaller shop tenants are not successful.
A large percentage of our revenues are derived from smaller shop tenants (those occupying less than 10,000 square
feet). Smaller shop tenants may be more vulnerable to negative economic conditions as they have more limited resources than
larger tenants. The types of smaller shop tenants vary from retail shops to service providers. If we are unable to attract the
right type or mix of smaller shop tenants into our centers, our net income could be adversely impacted.
We may be unable to collect balances due from tenants in bankruptcy.
Although minimum rent is supported by long-term lease contracts, tenants who file bankruptcy have the legal right to
reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our
shopping centers files bankruptcy and rejects its leases, we could experience a significant reduction in our revenues and may
not be able to collect all pre-petition amounts owed by that party.
Our real estate assets may be subject to impairment charges.
Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that
the carrying value of the assets may not be recoverable. We evaluate whether there are any indicators, including property
operating performance and general market conditions, that the value of the real estate properties (including any related
amortizable intangible assets or liabilities) may not be recoverable. Through the evaluation, we compare the current carrying
value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of
the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements,
leasing commissions, anticipated hold periods, and assumptions regarding the residual value upon disposition, including the
exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results.
Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which
may result in an impairment loss and such loss could be material to the Company's financial condition or operating
performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment
loss is recognized equal to the excess of carrying value over fair value. If such indicators, as described above, are not
identified, management will not assess the recoverability of a property's carrying value.
The fair value of real estate assets is highly subjective and is determined through comparable sales information and
other market data if available, or through use of an income approach such as the direct capitalization method or the traditional
discounted cash flow approach. Such cash flow projections consider factors, including expected future operating income,
trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to a significant
degree of management judgment. Changes in those factors could impact the determination of fair value. In estimating the fair
value of undeveloped land, we generally use market data and comparable sales information.
These subjective assessments have a direct impact on our net income because recording an impairment charge results
in an immediate negative adjustment to net income. There can be no assurance that we will not take additional charges in the
future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of
operations in the period in which the charge is taken.
5
Adverse global market and economic conditions may adversely affect us and could cause us to recognize additional
impairment charges or otherwise harm our performance.
We are unable to predict the timing, severity, and length of adverse market and economic conditions. Adverse market
and economic conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain
properties, pay distributions to our stock and unit holders, and refinance debt. During adverse periods, there may be significant
uncertainty in the valuation of our properties and investments that could result in a substantial decrease in their value. No
assurance can be given that we would be able to recover the current carrying amount of all of our properties and investments in
the future. Our failure to do so would require us to recognize additional impairment charges for the period in which we reached
that conclusion, which could materially and adversely affect us and the market price of our common stock.
Our acquisition activities may not produce the returns that we expect.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant
grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above
average household incomes and population densities. The acquisition of properties entails risks that include, but are not limited
to, the following, any of which could adversely affect our results of operations and our ability to meet our obligations:
• we may not be able to identify suitable properties to acquire or may be unable to complete
•
•
•
•
the acquisition of the properties we identify;
properties we acquire may fail to achieve the occupancy or rental rates we project, within the time
frames we project, at the time we make the decision to invest, which may result in the properties'
failure to achieve the returns we projected;
our pre-acquisition evaluation of the physical condition of each new investment may not detect
certain defects or identify necessary repairs until after the property is acquired, which could
significantly increase our total acquisition costs or decrease cash flow from the property;
our investigation of a property or building prior to our acquisition, and any representations we may
receive from the seller of such building or property, may fail to reveal various liabilities, which
could reduce the cash flow from the property or increase our acquisition costs;
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or
the time we estimate to complete the improvement, repositioning or redevelopment may be too
short, either of which could result in the property failing to achieve the returns we have projected,
either temporarily or for a longer time; and
• we may not be able to integrate an acquisition into our existing operations successfully.
Unsuccessful development activities or a slowdown in development activities could have a direct impact on our revenues
and our revenue growth.
We actively pursue development activities as opportunities arise. Development activities require various government
and other approvals for entitlements and any delay in such approvals may significantly delay the development process. We
may not recover our investment in development projects for which approvals are not received. We incur other risks associated
with development activities, including:
•
•
the ability to lease developments to full occupancy on a timely basis;
the risk that occupancy rates and rents of a completed project will not be sufficient to make the
project profitable;
the risk that development costs of a project may exceed original estimates, possibly making the
project unprofitable;
delays in the development and construction process;
the risk that we may abandon development opportunities and lose our investment in these
developments;
the risk that the current size of our development pipeline will strain the organization's capacity to
complete the developments within the targeted timelines and at the expected returns on invested
capital; and
the lack of cash flow during the construction period.
•
•
•
•
•
If our developments are unsuccessful or we experience a slowdown in development activities, our revenue growth
and/or operating expenses may be adversely impacted.
6
We may experience difficulty or delay in renewing leases or re-leasing space.
We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks
that, upon expiration or termination of leases, leases for space in our properties may not be renewed, space may not be re-
leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less
favorable than current lease terms. As a result, our results of operations and our net income could be adversely impacted.
We may be unable to sell properties when appropriate because real estate investments are illiquid.
Real estate investments generally cannot be sold quickly. Our inability to respond promptly to unfavorable changes in
the performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions
to our stock and unit holders.
Geographic concentration of our properties makes our business vulnerable to natural disasters and severe weather
conditions, which could have an adverse effect on our cash flow and operating results.
A significant portion of our property gross leasable area is located in areas that are susceptible to the harmful effects of
earthquakes, tropical storms, hurricanes, tornadoes, wildfires, and similar natural disasters. As of December 31, 2012,
approximately 23.4%, 14.9%, and 9.5% of our property gross leasable area, on a pro-rata basis, was located in California,
Florida, and Texas, respectively. Intense weather conditions during the last decade have caused our cost of property insurance
to increase significantly. While much of the cost of this insurance is passed on to our tenants as reimbursable property costs,
some tenants do not pay a pro rata share of these costs under their leases. These weather conditions also disrupt our business
and the business of our tenants, which could affect the ability of some tenants to pay rent and may reduce the willingness of
residents to remain in or move to the affected area. Therefore, as a result of the geographic concentration of our properties, we
face demonstrable risks, including higher costs, such as uninsured property losses and higher insurance premiums, and
disruptions to our business and the businesses of our tenants.
An uninsured loss or a loss that exceeds the insurance policies on our properties could subject us to loss of capital or
revenue on those properties.
We carry comprehensive liability, fire, flood, extended coverage, rental loss, and environmental insurance for our
properties with policy specifications and insured limits customarily carried for similar properties. We believe that the insurance
carried on our properties is adequate and consistent with industry standards. There are, however, some types of losses, such as
from hurricanes, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not
be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities
resulting from injury to persons or damage to personal or real property, on or off the premises, due to activities conducted by
tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant's
expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies.
However, our tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated
with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the
policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose
all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material
adverse effect on our operating results and financial condition, as well as our ability to make distributions to stock and unit
holders.
Loss of our key personnel could adversely affect the value of our Parent Company's stock price.
We depend on the efforts of our key executive personnel. Although we believe qualified replacements could be found
for our key executives, the loss of their services could adversely affect our Parent Company's stock price.
We face competition from numerous sources, including other real estate investment trusts and small real estate owners.
The ownership of shopping centers is highly fragmented. We face competition from other real estate investment trusts
as well as from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We compete to develop
shopping centers with other real estate investment trusts engaged in development activities as well as with local, regional, and
national real estate developers. If we cannot successfully compete in our targeted markets, our cash flow, and therefore
distributions to stock and unit holders, may be adversely affected.
7
Costs of environmental remediation could reduce our cash flow available for distribution to stock and unit holders.
Under various federal, state and local laws, an owner or manager of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required
remediation could exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The
presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a
contaminated property or to borrow using the property as collateral. Any of these developments could reduce cash flow and
our ability to make distributions to stock and unit holders.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make
unintended expenditures that adversely affect our cash flows.
All of our properties are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has
separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that
buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of
access barriers, and noncompliance could result in imposition of fines by the U.S. government or an award of damages to
private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA
provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes
involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the
ability of these tenants to cover costs could be adversely affected. In addition, we are required to operate the properties in
compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by
governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to
comply with these requirements, and these expenditures could have a material adverse effect on our ability to meet our
financial obligations and make distributions to our stock and unit holders.
If we do not maintain the security of tenant-related information, we could incur substantial additional costs and become
subject to litigation.
We have implemented an online payment system where we receive certain information about our tenants that depends
upon secure transmissions of confidential information over public networks, including information permitting cashless
payments. A compromise of our security systems that results in information being obtained by unauthorized persons could
adversely affect our operations, results of operations, financial condition and liquidity, and could result in litigation against us
or the imposition of penalties. In addition, a security breach could require that we expend significant additional resources
related to our information security systems and could result in a disruption of our operations.
We rely extensively on computer systems to process transactions and manage our business. Disruptions in both our
primary and secondary (back-up) systems could harm our ability to run our business.
Although we have independent, redundant and physically separate primary and secondary computer systems, it is
critical that we maintain uninterrupted operation of our business-critical computer systems. Our computer systems, including
our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures,
computer viruses, security breaches, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our
employees. If our computer systems and our back-up systems are damaged or cease to function properly, we may have to make
a significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim. Any
material interruption in both of our computer systems and back-up systems may have a material adverse effect on our business
or results of operations.
Risk Factors Related to Our Co-investment Partnerships and Acquisition Structure
We do not have voting control over our joint venture investments, so we are unable to ensure that our objectives will be
pursued.
We have invested as a partner in a number of joint venture investments for the acquisition or development of
properties. These investments involve risks not present in a wholly-owned project. We do not have voting control over the
ventures. The other partner might (i) have interests or goals that are inconsistent with our interests or goals or (ii) otherwise
impede our objectives. The other partner also might become insolvent or bankrupt. These factors could limit the return that we
receive from such investments or cause our cash flows to be lower than our estimates.
8
The termination of our co-investment partnerships could adversely affect our cash flow, operating results, and our
ability to make distributions to stock and unit holders.
If co-investment partnerships owning a significant number of properties were dissolved for any reason, we would lose
the asset and property management fees from these co-investment partnerships, which could adversely affect our operating
results and our cash available for distribution to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital Structure
Higher market capitalization rates for our properties could adversely impact our ability to sell properties and fund
developments and acquisitions, and could dilute earnings.
As part of our funding strategy, we sell operating properties that no longer meet our investment standards. These sales
proceeds are used to fund the construction of new developments. An increase in market capitalization rates could cause a
reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. In
order to meet the cash requirements of our development program, we may be required to sell more properties than initially
planned, which could have a negative impact on our earnings.
We depend on external sources of capital, which may not be available in the future on favorable terms or at all.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least
90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we will likely
not be able to fund all future capital needs, including capital for acquisitions or developments, with income from operations.
We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all.
Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth
potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of
creditors to lend to us and conditions in the capital markets. In addition to finding creditors willing to lend to us, we are
dependent upon our joint venture partners to contribute their share of any amount needed to repay or refinance existing debt
when lenders reduce the amount of debt our joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other
financing, such as a prohibition on negative pledge agreements. Additional equity offerings may result in substantial dilution of
stockholders' interests and additional debt financing may substantially increase our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash
flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes
due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to
deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount
of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may reduce distributions to stock and unit holders.
Our organizational documents do not limit the amount of debt that we may incur. In addition, we do not expect to
generate sufficient funds from operations to make balloon principal payments on our debt when due. If we are unable to
refinance our debt on acceptable terms, we might be forced (i) to dispose of properties, which might result in losses, or (ii) to
obtain financing at unfavorable terms. Either could reduce the cash flow available for distributions to stock and unit holders. If
we cannot make required mortgage payments, the mortgagee could foreclose on the property securing the mortgage, causing
the loss of cash flow from that property.
9
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes, unsecured term loan, and unsecured line of credit contain customary covenants, including
compliance with financial ratios, such as ratio of total debt to gross asset value and fixed charge coverage ratio. Fixed charge
coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") divided by the sum of
interest expense and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders. Our
debt arrangements also restrict our ability to enter into a transaction that would result in a change of control. These covenants
may limit our operational flexibility and our acquisition activities. Moreover, if we breach any of the covenants in our debt
agreements, and did not cure the breach within the applicable cure period, our lenders could require us to repay the debt
immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes,
unsecured term loan, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt
arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under
certain of our other material debt obligations. As a result, any default under our debt covenants could have an adverse effect on
our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
While a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest
rates under our credit facilities. Increases in interest rates would increase our interest expense on any variable rate debt, in
addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures.
This would reduce our future earnings and cash flows, which could adversely affect our ability to service our debt and meet our
other obligations and also could reduce the amount we are able to distribute to our stock and unit holders.
Risk Factors Related to Interest Rates and the Market Price for Our Stock
Changes in economic and market conditions could adversely affect the Parent Company's stock price.
The market price of our common stock may fluctuate significantly in response to many factors, many of which are out
of our control, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
actual or anticipated variations in our operating results or dividends;
changes in our funds from operations or earnings estimates;
publication of research reports about us or the real estate industry in general and recommendations by
financial analysts or actions taken by rating agencies with respect to our securities or those of other
REIT's;
the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and
our ability to re-lease space as leases expire;
increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;
changes in market valuations of similar companies;
adverse market reaction to any additional debt we incur in the future;
any future issuances of equity securities;
additions or departures of key management personnel;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional stockholders;
speculation in the press or investment community; and
general market and economic conditions.
These factors may cause the market price of our common stock to decline, regardless of our financial condition, results
of operations, business or prospects. It is impossible to ensure that the market price of our common stock will not fall in the
future. A decrease in the market price of our common stock could reduce our ability to raise additional equity in the public
markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
10
Risk Factors Related to Federal Income Tax Laws
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income
tax at regular corporate rates.
We believe that we qualify for taxation as a REIT for federal income tax purposes, and we plan to operate so that we
can continue to meet the requirements for taxation as a REIT. If we qualify as a REIT, we generally will not be subject to
federal income tax on our income that we distribute currently to our stockholders. Many of the REIT requirements, however,
are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and
circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For
example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are
itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (“IRS”) or a court would agree
with the positions we have taken in interpreting the REIT requirements. We are also required to distribute to our stockholders
at least 90% of our REIT taxable income, excluding capital gains. The fact that we hold many of our assets through co-
investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Even a technical
or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the IRS might make changes to the tax
laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for us to remain
qualified as a REIT.
Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for
four years following the year we first failed to qualify. If we failed to qualify as a REIT (currently and/or with respect to any
tax years for which the statute of limitations has not expired), we would have to pay significant income taxes, reducing cash
available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we
would no longer be required to pay any dividends to stockholders. Although we believe that we qualify as a REIT, we cannot
assure you that we will continue to qualify or remain qualified as a REIT for tax purposes.
Even if we qualify as a REIT for federal income tax purposes, we are required to pay certain federal, state and local
taxes on our income and property. For example, if we have net income from “prohibited transactions,” that income will be
subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale
to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction
depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in
recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that
the IRS would not contend otherwise.
Risk Factors Related to Our Ownership Limitations and the Florida Business Corporation Act
Restrictions on the ownership of the Parent Company's capital stock to preserve our REIT status could delay or prevent
a change in control.
Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by our
articles of incorporation, for the purpose of maintaining our qualification as a REIT. This 7% limitation may discourage a
change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders,
or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an
investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.
The issuance of the Parent Company's capital stock could delay or prevent a change in control.
Our articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock and
10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of
preferred stock or special common stock could have the effect of delaying or preventing a change in control. The provisions of
the Florida Business Corporation Act regarding control share acquisitions and affiliated transactions could also deter potential
acquisitions by preventing the acquiring party from voting the common stock it acquires or consummating a merger or other
extraordinary corporate transaction without the approval of our disinterested stockholders.
Item 1B. Unresolved Staff Comments
None.
11 Item 2. Properties
The following table is a list of the shopping centers summarized by state and in order of largest holdings presented for
Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):
Location
California
Florida
Texas
Ohio
Georgia
Colorado
Virginia
Illinois
North Carolina
Oregon
Washington
Missouri
Tennessee
Arizona
Massachusetts
Nevada
Pennsylvania
Delaware
Michigan
Maryland
Alabama
South Carolina
Indiana
Kentucky
Total
December 31, 2012
December 31, 2011
#
Properties
GLA (in
thousands)
% of Total
GLA
%
Leased
#
Properties
GLA (in
thousands)
% of Total
GLA
%
Leased
43
39
18
10
15
14
7
4
9
8
6
4
5
3
2
1
4
2
2
1
1
2
3
1
5,544
3,961
2,324
1,402
1,386
1,163
951
748
743
741
683
408
392
387
357
331
325
243
118
88
85
74
55
23
24.6%
17.6%
10.3%
6.2%
6.2%
5.2%
4.2%
3.3%
3.3%
3.3%
3.0%
1.8%
1.7%
1.7%
1.6%
1.5%
1.5%
1.1%
0.5%
0.4%
0.4%
0.3%
0.2%
0.1%
204
22,532
100.0%
95.1%
93.0%
95.2%
97.1%
93.1%
94.3%
94.2%
97.3%
91.8%
91.2%
92.8%
99.0%
95.9%
88.1%
94.6%
91.1%
99.1%
94.2%
43.9%
100.0%
86.2%
100.0%
89.8%
100.0%
94.1%
44
45
22
12
14
14
7
5
9
8
5
4
6
3
2
1
4
2
2
1
1
2
3
1
5,521
4,550
2,932
1,592
1,269
1,162
951
863
837
741
357
408
479
389
360
331
322
243
118
88
85
74
55
23
23.3%
19.2%
12.4%
6.7%
5.3%
4.9%
4.0%
3.6%
3.5%
3.1%
1.5%
1.7%
2.0%
1.6%
1.5%
1.4%
1.4%
1.0%
0.5%
0.4%
0.4%
0.3%
0.2%
0.1%
217
23,750
100.0%
91.1%
92.6%
93.5%
96.3%
89.1%
91.6%
92.9%
95.0%
92.6%
90.8%
94.1%
98.7%
94.1%
84.0%
94.6%
88.7%
98.4%
89.6%
39.2%
97.2%
86.2%
98.1%
82.3%
93.9%
92.2%
Certain Consolidated Properties are encumbered by mortgage loans of $474.0 million as of December 31, 2012.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is
$16.95 per square foot as of December 31, 2012.
12
The following table is a list of the shopping centers summarized by state and in order of largest holdings presented for
Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships, excluding the properties
of BRE Throne, LLC ("BRET") as the property holdings of BRET do not impact the rate of return on Regency's preferred stock
investment):
Location
California
Virginia
Maryland
North Carolina
Texas
Illinois
Pennsylvania
Colorado
Florida
Minnesota
Washington
Ohio
South Carolina
Wisconsin
Georgia
Connecticut
New Jersey
Massachusetts
New York
Indiana
Alabama
Arizona
Oregon
Delaware
Dist. of Columbia
Total
December 31, 2012
December 31, 2011
#
Properties
GLA (in
thousands)
% of Total
GLA
%
Leased
#
Properties
GLA (in
thousands)
% of Total
GLA
%
Leased
25
22
14
8
9
8
7
6
11
5
5
2
4
2
3
1
2
1
1
2
1
1
1
1
2
3,265
2,789
1,577
1,276
1,227
1,067
982
962
841
675
577
532
286
269
244
180
157
149
141
139
119
108
93
67
40
18.4%
15.7%
8.9%
7.2%
6.9%
6.0%
5.5%
5.4%
4.7%
3.8%
3.3%
3.0%
1.6%
1.5%
1.4%
1.0%
0.9%
0.8%
0.8%
0.8%
0.7%
0.6%
0.5%
0.4%
0.2%
144
17,762
100.0%
95.7%
96.3%
92.9%
96.4%
95.9%
97.1%
96.1%
93.0%
93.7%
97.5%
94.5%
90.2%
96.3%
96.9%
95.3%
99.8%
94.0%
95.4%
27
21
15
7
9
10
7
6
11
5
5
2
4
2
3
1
2
1
100.0%
—
91.9%
71.6%
89.2%
94.8%
100.0%
100.0%
95.2%
2
1
1
1
2
2
3,551
2,780
1,727
1,192
1,227
1,328
982
941
841
675
577
532
286
269
243
180
157
185
—
139
119
108
93
227
40
19.3%
15.1%
9.4%
6.5%
6.7%
7.2%
5.3%
5.1%
4.6%
3.7%
3.1%
2.9%
1.6%
1.5%
1.3%
1.0%
0.9%
1.0%
—%
0.7%
0.6%
0.6%
0.5%
1.2%
0.2%
95.5%
94.8%
92.9%
95.8%
96.0%
97.5%
95.9%
95.5%
93.2%
98.4%
90.9%
93.3%
96.3%
93.5%
92.0%
99.8%
96.6%
98.1%
—%
93.1%
64.6%
92.1%
92.5%
89.3%
100.0%
94.8%
147
18,399
100.0%
Certain Unconsolidated Properties are encumbered by mortgage loans of $1.8 billion as of December 31, 2012.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is
$17.03 per square foot as of December 31, 2012.
13
The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus
Regency's pro-rata share of Unconsolidated Properties, excluding the properties of BRET, as of December 31, 2012, based upon
a percentage of total annualized base rent exceeding or equal to 0.5% (GLA and dollars in thousands):
Tenant
GLA
Percent of
Company
Owned GLA
Percentage of
Annualized
Base Rent
Number of
Leased
Stores
Rent
Kroger
Publix
Safeway
Supervalu
CVS
TJX Companies
Whole Foods
PETCO
Ahold
Ross Dress For Less
H.E.B.
Walgreens
JPMorgan Chase Bank
Sears Holdings
Trader Joe's
Starbucks
Wells Fargo Bank
Rite Aid
Bank of America
Sports Authority
Harris Teeter
Target
Subway
Toys "R" Us
Michael's
Wal-Mart
Hallmark
1,987
1,948
1,535
774
501
573
252
264
361
273
295
150
66
426
124
92
72
207
70
141
248
350
93
176
169
435
133
7.0% $ 19,182
19,041
6.9%
14,696
5.4%
9,559
2.7%
8,051
1.8%
7,081
2.0%
5,485
0.9%
5,450
0.9%
5,134
1.3%
4,341
1.0%
4,326
1.0%
3,906
0.5%
3,599
0.2%
3,445
1.5%
3,373
0.4%
3,335
0.3%
3,329
0.3%
3,206
0.7%
3,183
0.2%
3,063
0.5%
2,929
0.9%
2,884
1.2%
2,832
0.3%
2,750
0.6%
2,579
0.6%
2,466
1.5%
2,406
0.5%
4.3%
4.2%
3.3%
2.1%
1.8%
1.6%
1.2%
1.2%
1.1%
1.0%
1.0%
0.9%
0.8%
0.8%
0.7%
0.7%
0.7%
0.7%
0.7%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.5%
0.5%
40
53
45
25
47
27
9
32
13
16
5
13
25
8
14
78
34
24
25
4
8
4
107
7
10
4
40
Anchor
Owned
Stores (1)
7
1
6
1
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
14
—
—
—
5
—
(1) Stores owned by anchor tenant that are attached to our centers.
Regency's leases for tenant space under 5,000 square feet generally have terms ranging from three to five years.
Leases greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants.
Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration.
The leases provide for the monthly payment in advance of fixed minimum rent, additional rents calculated as a percentage of
the tenant's sales, the tenant's pro-rata share of real estate taxes, insurance, and common area maintenance (“CAM”) expenses,
and reimbursement for utility costs if not directly metered.
14
The following table sets forth a schedule of lease expirations for the next ten years and thereafter, assuming no tenants
renew their leases (GLA and dollars in thousands):
Lease Expiration
Year
Number of
Tenants with
Expiring Leases
Expiring GLA (2)
Percent of Total
Company GLA (2)
Minimum Rent
Expiring Leases (3)
Percent of
Minimum Rent (3)
(1)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Thereafter
Total
173
936
1,057
1,059
936
1,011
316
158
144
174
222
274
6,460
218
1,854
2,610
2,312
2,758
3,303
1,780
1,271
1,493
1,245
1,666
5,028
25,538
0.8% $
7.3%
10.2%
9.1%
10.8%
12.9%
7.0%
5.0%
5.8%
4.9%
6.5%
4,697
37,980
52,016
47,824
48,383
64,138
28,336
20,302
22,711
20,094
25,845
19.7%
100.0% $
78,048
450,374
1.0%
8.4%
11.6%
10.6%
10.8%
14.2%
6.3%
4.5%
5.0%
4.5%
5.8%
17.3%
100.0%
(1) Leases currently under month-to-month rent or in process of renewal.
(2) Represents GLA for Consolidated Properties plus Regency's pro-rata share of Unconsolidated Properties.
(3) Minimum rent includes current minimum rent and future contractual rent steps for the Consolidated
Properties plus Regency's pro-rata share from Unconsolidated Properties, but excludes additional rent such
as percentage rent, common area maintenance, real estate taxes and insurance reimbursements.
15
,
e
r
a
c
d
l
i
h
C
e
m
i
t
d
l
i
h
C
,
!
e
r
o
M
&
s
e
g
a
r
e
v
e
B
,
s
d
o
o
G
g
n
i
t
r
o
p
S
5
g
i
B
,
s
s
e
n
t
i
F
r
u
o
H
4
2
t
e
g
r
a
T
,
s
t
e
k
r
a
M
s
'
t
u
o
r
p
S
%
1
.
8
9
—
)
t
e
g
r
a
T
(
,
s
n
o
s
t
r
e
b
l
A
%
0
.
0
0
1
s
d
o
o
g
e
m
o
H
,
O
C
T
E
P
,
t
r
a
M
n
i
e
t
S
,
x
x
a
M
J
T
,
d
i
A
e
t
i
R
s
t
e
k
r
a
M
s
'
t
u
o
r
p
S
%
9
.
7
9
h
t
i
m
s
f
l
o
G
s
g
u
r
D
n
O
-
v
a
S
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
1
.
5
9
n
a
m
o
W
l
a
t
o
T
,
e
c
a
l
p
t
e
k
r
a
M
a
w
u
s
t
i
M
,
o
s
i
a
D
,
S
V
C
—
O
C
T
E
P
S
V
C
—
—
)
s
n
o
s
t
r
e
b
l
A
(
%
4
.
6
9
s
d
o
o
F
e
l
o
h
W
%
0
.
0
0
1
.
s
o
r
B
r
e
t
a
t
S
%
4
.
7
9
s
h
p
l
a
R
%
0
.
0
0
1
s
h
p
l
a
R
%
4
.
9
9
1
8
1
,
9
8
6
2
2
,
2
5
3
8
2
7
,
5
3
1
8
2
5
,
5
2
2
1
0
8
,
5
6
3
6
1
,
0
3
2
3
4
9
,
1
4
7
2
7
,
7
6
2
1
2
,
1
9
s
g
u
r
D
n
O
-
v
a
S
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
0
.
0
0
1
s
d
o
o
g
e
m
o
H
e
r
a
w
d
r
a
H
y
l
p
p
u
S
d
r
a
h
c
r
O
%
0
.
0
0
1
d
i
A
e
t
i
R
—
—
s
'
l
h
o
K
,
s
d
o
o
F
e
l
o
h
W
%
8
.
8
9
s
h
p
l
a
R
%
0
.
0
0
1
—
%
4
.
0
7
S
V
C
—
e
s
u
o
h
e
r
a
W
r
e
p
u
S
r
o
i
r
e
p
u
S
%
0
.
0
0
1
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
8
.
7
9
!
e
r
o
M
&
s
e
g
a
r
e
v
e
B
s
n
o
s
t
r
e
b
l
A
%
6
.
6
9
7
7
7
,
4
9
0
6
7
,
1
5
8
5
8
,
6
9
6
0
7
,
7
0
1
9
9
3
,
8
9
6
5
8
,
2
7
1
4
1
3
,
7
2
7
8
2
,
2
9
g
u
r
D
s
g
n
o
L
—
l
l
i
H
b
o
N
%
0
.
0
0
1
r
e
p
u
S
l
E
%
1
.
9
9
4
1
6
,
7
0
1
s
n
o
s
t
r
e
b
l
A
%
0
.
6
9
0
4
1
,
9
4
1
)
g
u
r
D
s
g
n
o
L
(
s
n
o
s
t
r
e
b
l
A
%
3
.
9
9
—
s
t
e
k
r
a
M
'
s
n
o
s
l
e
G
%
5
.
5
9
—
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
3
.
1
9
6
1
9
,
4
8
5
7
9
,
4
8
6
8
2
,
3
8
0
7
0
,
6
7
e
r
a
w
d
r
a
H
e
c
A
n
i
f
f
i
r
G
,
S
V
C
,
t
e
k
r
a
M
d
l
r
o
W
s
u
l
P
t
s
o
C
,
d
n
o
y
e
B
&
h
t
a
B
d
e
B
!
y
l
l
a
r
u
t
a
N
'
.
.
.
s
o
b
m
i
J
,
s
h
p
l
a
R
%
2
.
2
9
b
u
l
C
g
n
i
x
o
B
e
h
T
,
r
a
t
s
k
o
o
B
s
m
r
a
F
l
o
t
s
i
r
B
%
7
.
4
9
S
V
C
s
'
l
h
o
K
,
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
5
.
6
9
S
V
C
y
s
a
E
&
h
s
e
r
F
%
4
.
1
8
s
U
R
s
y
o
T
3
1
0
,
8
3
0
6
0
,
0
4
2
1
2
3
,
9
8
1
3
2
6
,
8
7
1
y
t
i
C
y
t
r
a
P
,
s
l
e
a
h
c
i
M
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
y
t
i
r
o
h
t
u
A
s
t
r
o
p
S
)
t
e
g
r
a
T
(
,
.
s
o
r
B
r
e
t
a
t
S
%
0
.
8
8
4
5
7
,
2
3
2
n
a
m
o
W
l
a
t
o
T
,
g
u
r
D
s
g
n
o
L
,
)
S
V
C
(
d
n
a
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
2
.
0
9
9
2
5
,
0
9
1
s
t
u
o
r
p
S
y
t
i
C
y
t
r
a
P
,
O
C
T
E
P
,
s
s
e
n
t
i
F
r
u
o
H
4
2
,
S
V
C
,
)
o
C
n
i
W
(
,
)
t
o
p
e
D
e
m
o
H
(
%
6
.
5
8
5
0
5
,
9
7
1
S
V
C
S
V
C
s
s
e
n
t
i
F
r
u
o
H
4
2
%
0
.
0
0
1
.
s
o
r
B
r
e
t
a
t
S
%
3
.
5
9
4
6
8
,
6
6
2
5
7
,
8
9
0
0
0
2
7
8
9
1
5
9
9
1
5
6
9
1
3
0
0
2
1
8
9
1
5
8
9
1
1
0
0
2
6
9
9
1
5
8
9
1
4
8
9
1
9
8
9
1
6
6
9
1
2
1
0
2
8
7
9
1
3
0
0
2
5
0
0
2
3
0
0
2
2
9
9
1
4
7
9
1
2
0
0
2
2
8
9
1
4
8
9
1
5
7
9
1
4
0
0
2
5
0
0
2
4
0
0
2
0
1
0
2
7
0
0
2
4
0
0
2
4
7
9
1
8
8
9
1
0
0
0
2
5
0
0
2
9
9
9
1
5
0
0
2
3
0
0
2
9
9
9
1
5
0
0
2
8
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
9
9
9
1
2
0
0
2
2
1
0
2
5
0
0
2
2
0
0
2
5
0
0
2
1
0
0
2
9
9
9
1
5
0
0
2
2
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
3
0
0
2
5
0
0
2
4
0
0
2
6
0
0
2
7
0
0
2
4
0
0
2
2
1
0
2
9
9
9
1
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
r
e
t
n
e
C
n
w
o
T
s
t
h
g
i
e
H
e
g
i
r
e
m
A
A
C
n
r
e
h
t
u
o
S
/
s
e
l
e
g
n
A
s
o
L
)
5
(
e
c
a
l
p
t
e
k
r
a
M
a
e
r
B
r
e
t
n
e
C
g
n
i
p
p
o
h
S
o
n
i
m
a
C
l
E
)
5
(
e
g
a
l
l
i
V
n
o
y
n
a
C
y
e
l
s
a
H
)
5
(
e
g
a
l
l
i
V
a
d
a
n
a
r
G
)
5
(
a
z
a
l
P
l
e
u
g
i
N
a
n
u
g
a
L
a
z
a
l
P
e
g
a
t
i
r
e
H
a
z
a
l
P
e
d
i
s
g
n
i
n
r
o
M
)
5
(
s
e
r
o
h
S
a
n
i
r
a
M
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
A
I
N
R
O
F
I
L
A
C
r
e
t
n
e
C
d
n
a
l
w
e
N
a
s
o
m
r
e
H
a
z
a
l
P
)
5
(
h
c
a
e
B
l
a
e
S
a
z
a
l
P
a
n
o
R
e
g
a
l
l
i
V
y
a
B
h
t
u
o
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
s
k
a
O
n
i
w
T
s
d
a
o
r
s
s
o
r
C
a
i
c
n
e
l
a
V
e
g
a
l
l
i
V
e
g
d
i
r
t
s
e
W
c
i
a
t
s
a
C
t
a
e
n
i
V
s
y
u
N
n
a
V
n
a
m
d
o
o
W
)
5
(
a
z
a
l
P
o
d
a
r
e
v
l
i
S
)
5
(
I
e
s
a
h
P
r
e
t
n
e
C
n
w
o
T
e
g
d
i
R
n
o
c
l
a
F
)
5
(
I
I
e
s
a
h
P
r
e
t
n
e
C
n
w
o
T
e
g
d
i
R
n
o
c
l
a
F
r
e
t
n
e
C
e
g
a
l
l
i
V
y
e
l
l
a
V
h
c
n
e
r
F
r
e
t
n
e
C
e
n
w
o
T
o
i
d
n
I
r
e
t
n
e
C
d
n
a
a
z
a
l
P
e
g
a
l
l
i
V
e
k
a
l
t
s
e
W
a
z
a
l
P
t
e
k
r
a
M
e
k
a
l
t
s
e
W
'
s
n
o
s
l
e
G
a
z
a
l
P
k
o
o
r
b
k
a
O
e
g
a
l
l
i
V
a
r
u
t
n
e
V
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
s
e
M
a
o
b
l
a
B
r
e
t
n
e
C
n
w
o
T
s
n
o
m
m
o
C
S
4
r
e
t
n
e
C
e
d
r
e
V
a
t
s
o
C
e
r
a
u
q
S
n
o
s
r
e
f
f
e
J
.
s
e
i
t
r
e
p
o
r
p
'
s
y
c
n
e
g
e
R
t
u
o
b
a
n
o
i
t
a
m
r
o
f
n
i
r
e
h
t
r
u
f
r
o
f
s
i
s
y
l
a
n
A
d
n
a
n
o
i
s
s
u
c
s
i
D
s
'
t
n
e
m
e
g
a
n
a
M
,
7
m
e
t
I
e
e
s
o
s
l
a
d
n
a
e
l
b
a
t
y
t
r
e
p
o
r
p
g
n
i
w
o
l
l
o
f
e
h
t
e
e
S
16
s
s
e
r
D
s
s
o
R
,
O
C
T
E
P
,
s
c
i
r
b
a
F
n
n
A
-
o
J
,
e
l
b
o
N
&
s
e
n
r
a
B
,
d
n
o
y
e
B
&
h
t
a
B
d
e
B
,
)
g
u
r
D
s
g
n
o
L
(
'
s
e
o
J
r
e
d
a
r
T
'
,
)
s
y
k
c
u
L
(
%
9
.
8
9
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
e
e
r
T
r
a
l
l
o
D
,
s
g
u
r
D
s
g
n
o
L
d
r
a
h
c
r
O
,
y
s
a
E
&
h
s
e
r
F
%
9
.
2
9
e
r
a
w
d
r
a
H
y
l
p
p
u
S
e
r
o
M
&
s
e
g
a
r
e
v
e
B
,
)
S
V
C
(
)
y
a
w
e
f
a
S
(
%
3
.
4
9
)
S
V
C
(
,
s
e
i
r
t
s
u
d
n
I
l
l
i
w
d
o
o
G
,
e
e
r
T
r
a
l
l
o
D
t
e
k
r
a
M
r
i
A
l
e
B
%
4
.
5
8
S
V
C
t
e
k
r
a
M
'
s
e
n
o
t
S
e
i
l
l
o
M
%
0
.
0
0
1
s
c
i
r
b
a
F
n
n
A
-
o
J
,
s
s
e
n
t
i
F
r
u
o
H
4
2
,
5
t
e
l
a
h
C
t
r
o
p
S
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
0
.
4
9
s
s
e
n
t
i
F
r
u
o
H
4
2
,
)
g
u
r
D
s
g
n
o
L
(
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
6
.
7
8
s
t
r
a
P
o
t
u
A
y
l
l
i
e
R
O
'
,
d
i
A
e
t
i
R
g
u
r
D
s
g
n
o
L
s
n
o
s
t
r
e
b
l
A
%
5
.
5
9
s
h
p
l
a
R
%
0
.
0
0
1
S
V
C
g
u
r
D
&
d
o
o
F
s
n
o
V
'
%
2
.
4
8
—
—
—
—
—
'
)
s
e
w
o
L
(
,
s
r
e
t
a
e
h
T
n
a
i
r
o
k
i
r
K
%
7
.
6
9
s
m
r
a
F
r
e
i
z
a
r
F
%
5
.
5
4
'
s
e
o
J
r
e
d
a
r
T
,
s
h
p
l
a
R
%
7
.
6
9
t
e
g
r
a
T
,
s
n
o
s
t
r
e
b
l
A
%
4
.
9
9
—
%
5
.
5
4
9
4
5
,
0
9
7
9
8
,
6
4
1
9
3
1
,
2
0
1
5
1
4
,
2
1
2
6
5
2
,
3
5
1
9
3
1
,
8
9
1
8
3
6
,
8
4
1
0
0
0
,
1
1
9
0
0
,
9
2
1
0
0
0
,
5
5
4
4
9
,
3
3
1
6
4
8
,
1
2
1
5
0
2
,
0
6
2
5
6
2
,
3
6
5
3
0
,
6
5
2
s
n
e
e
r
g
l
a
W
s
s
e
L
r
o
F
—
—
m
o
r
t
s
d
r
o
N
,
y
t
i
r
o
h
t
u
A
s
t
r
o
p
S
,
)
y
u
B
t
s
e
B
(
,
)
t
o
p
e
D
e
m
o
H
(
%
0
.
0
0
1
k
c
a
R
y
a
w
e
f
a
S
%
4
.
2
9
y
a
w
e
f
a
S
%
8
.
5
9
3
1
4
,
2
0
1
s
l
l
a
h
s
r
a
M
,
y
n
a
p
m
o
C
e
o
h
S
B
D
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
!
e
r
o
M
&
s
e
g
a
r
e
v
e
B
,
O
C
T
E
P
'
s
e
o
J
r
e
d
a
r
T
%
0
.
0
0
1
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
e
l
b
o
N
&
s
e
n
r
a
B
s
U
"
R
"
s
y
o
T
,
t
e
g
r
a
T
%
0
.
0
0
1
d
i
A
e
t
i
R
,
x
a
M
e
c
i
f
f
O
y
a
w
e
f
a
S
%
3
.
2
9
O
C
T
E
P
,
s
d
o
o
G
g
n
i
t
r
o
p
S
5
g
i
B
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
g
u
r
D
s
g
n
o
L
s
n
o
s
t
r
e
b
l
A
%
5
.
8
9
1
r
e
i
P
,
y
v
a
N
d
l
O
,
e
l
b
o
N
&
s
e
n
r
a
B
,
g
u
r
D
s
g
n
o
L
e
r
a
w
d
r
a
H
y
e
l
l
a
V
a
r
a
j
a
s
s
a
T
,
g
u
r
D
s
g
n
o
L
s
l
l
a
h
s
r
a
M
,
e
s
e
e
h
C
.
E
k
c
u
h
C
)
g
u
r
D
s
g
n
o
L
(
)
g
u
r
D
s
g
n
o
L
(
—
)
y
a
w
e
f
a
S
(
%
0
.
0
0
1
)
y
a
w
e
f
a
S
(
%
2
.
4
9
'
s
y
e
l
a
R
%
0
.
0
0
1
y
a
w
e
f
a
S
%
3
.
5
9
y
a
w
e
f
a
S
%
4
.
6
9
)
t
e
g
r
a
T
(
%
0
.
0
0
1
t
n
e
m
e
s
a
B
s
t
r
o
p
S
y
s
a
E
&
h
s
e
r
F
%
0
.
0
0
1
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
g
u
r
D
s
g
n
o
L
'
s
n
n
a
m
h
e
o
L
,
g
u
r
D
s
g
n
o
L
S
V
C
x
x
a
M
J
T
,
d
n
o
y
e
B
&
h
t
a
B
d
e
B
d
i
A
e
t
i
R
—
)
y
a
w
e
f
a
S
(
%
9
.
6
9
y
a
w
e
f
a
S
%
4
.
8
9
y
a
w
e
f
a
S
%
0
.
0
0
1
y
a
w
e
f
a
S
%
0
.
0
0
1
y
a
w
e
f
a
S
%
4
.
8
9
'
s
e
w
o
L
%
8
.
5
9
7
3
2
,
0
9
0
1
1
,
2
9
2
6
7
,
3
0
1
1
8
6
,
7
2
2
8
2
9
,
5
6
1
7
2
8
,
2
6
2
3
4
,
0
5
8
4
1
,
3
0
1
7
2
8
,
8
7
0
4
1
,
6
4
1
1
9
5
,
0
8
1
0
7
,
9
0
1
6
1
3
,
3
9
0
1
3
,
3
1
1
8
5
6
,
6
2
1
2
5
3
,
2
9
4
0
1
,
8
8
6
4
8
,
1
4
2
3
5
5
,
4
4
1
4
8
9
1
9
8
9
1
4
6
9
1
7
8
9
1
1
8
9
1
8
8
9
1
0
9
9
1
6
0
0
2
3
0
0
2
3
0
0
2
0
9
9
1
0
9
9
1
4
0
0
2
2
8
9
1
0
0
0
2
5
6
9
1
9
9
9
1
8
0
0
2
8
9
9
1
0
7
9
1
7
8
9
1
4
6
9
1
2
8
9
1
6
9
9
1
5
8
9
1
0
9
9
1
3
9
9
1
8
6
9
1
0
9
9
1
3
8
9
1
7
5
9
1
8
8
9
1
6
9
9
1
6
0
0
2
0
6
9
1
9
9
9
1
9
9
9
1
5
0
0
2
5
0
0
2
5
0
0
2
9
9
9
1
2
1
0
2
6
0
0
2
2
0
0
2
2
0
0
2
5
0
0
2
5
0
0
2
3
0
0
2
9
9
9
1
0
0
0
2
9
9
9
1
9
9
9
1
8
0
0
2
1
1
0
2
5
0
0
2
1
0
0
2
7
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
9
9
9
1
9
9
9
1
5
0
0
2
9
9
9
1
9
9
9
1
5
0
0
2
5
0
0
2
9
9
9
1
6
0
0
2
5
0
0
2
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
o
j
a
v
a
N
)
5
(
a
z
a
l
P
a
m
o
L
t
n
i
o
P
)
5
(
e
g
a
l
l
i
V
o
g
e
i
D
n
a
S
o
h
c
n
a
R
a
z
a
l
P
y
w
k
P
e
t
r
o
N
l
E
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
r
e
t
n
e
C
n
o
i
s
s
i
M
s
r
a
i
r
F
)
5
(
I
e
s
a
h
P
e
g
a
l
l
i
V
a
t
s
i
V
)
5
(
I
I
e
s
a
h
P
e
g
a
l
l
i
V
a
t
s
i
V
t
c
i
r
t
s
i
D
n
w
o
t
p
U
V
I
e
g
a
l
l
i
V
a
t
s
i
V
s
k
a
e
P
n
i
w
T
A
C
n
r
e
h
t
r
o
N
/
o
c
s
i
c
n
a
r
F
n
a
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
l
l
i
h
y
a
B
)
5
(
e
g
a
l
l
i
V
n
r
u
b
u
A
r
e
t
n
e
C
g
n
i
p
p
o
h
S
y
e
l
l
a
V
n
o
t
y
a
l
C
g
n
i
s
s
o
r
C
y
t
i
C
e
i
r
i
a
r
P
m
o
s
l
o
F
1
0
1
y
a
w
e
t
a
G
a
z
a
l
P
o
t
i
r
r
e
C
l
E
a
z
a
l
P
o
l
b
a
i
D
e
d
n
a
r
G
a
n
i
c
n
E
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
l
l
i
H
t
n
a
s
a
e
l
P
r
e
t
n
e
C
n
w
o
T
e
d
a
h
S
k
a
O
)
5
(
t
e
k
r
a
m
r
e
p
u
S
s
y
e
l
a
R
'
a
z
a
l
P
t
e
e
r
t
S
l
l
e
w
o
P
a
z
a
l
P
o
r
d
n
a
e
L
n
a
S
n
o
i
t
a
t
S
a
i
o
u
q
e
S
e
g
a
l
l
i
V
r
e
w
o
l
f
w
a
r
t
S
g
n
i
s
s
o
r
C
a
r
a
j
a
s
s
a
T
l
a
r
t
n
e
C
e
d
i
s
d
o
o
W
)
5
(
a
z
a
l
P
o
i
c
a
n
g
Y
)
5
(
y
e
l
l
a
V
m
o
s
s
o
l
B
a
i
n
r
o
f
i
l
a
C
a
z
a
l
P
s
n
n
a
m
h
e
o
L
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
s
o
p
i
r
a
M
)
5
(
a
z
a
l
P
m
a
h
n
a
r
B
&
l
l
e
n
S
a
z
a
l
P
k
r
a
P
t
s
e
W
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
s
t
n
i
o
P
e
v
i
F
e
d
a
n
e
m
o
r
P
s
l
l
i
H
n
e
d
l
o
G
17
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
e
r
a
w
d
r
a
H
g
u
r
D
s
g
n
o
L
&
y
l
p
p
u
S
d
r
a
h
c
r
O
,
y
a
w
e
f
a
S
%
3
.
8
9
4
8
1
,
7
6
1
0
0
0
2
x
x
a
M
J
T
,
s
d
o
o
G
—
g
n
i
t
r
o
p
S
s
k
c
i
D
'
,
)
t
e
g
r
a
T
(
%
8
.
1
8
5
5
1
,
3
0
2
1
1
0
2
%
3
.
5
9
0
0
5
,
8
0
8
,
8
S
V
C
—
—
S
V
C
x
x
a
M
J
T
,
r
o
t
c
e
l
l
o
C
x
a
T
y
t
n
u
o
C
n
o
e
L
—
—
—
—
)
s
n
e
e
r
g
l
a
W
(
s
n
e
e
r
g
l
a
W
O
C
T
E
P
—
—
)
S
V
C
(
—
S
V
C
—
t
e
g
r
a
T
,
)
x
i
l
b
u
P
(
%
0
.
0
0
1
)
t
e
g
r
a
T
(
,
x
i
l
b
u
P
%
5
.
7
7
x
i
l
b
u
P
%
7
.
8
8
—
%
8
.
6
8
x
i
l
b
u
P
%
4
.
7
9
x
i
l
b
u
P
%
5
.
0
8
x
i
l
b
u
P
%
3
.
8
9
x
i
l
b
u
P
%
0
.
0
0
1
x
i
l
b
u
P
%
0
.
0
0
1
—
—
%
7
.
6
1
%
0
.
0
0
1
2
4
0
,
0
9
4
8
7
,
6
7
6
5
2
,
7
3
1
3
6
6
,
6
3
1
8
9
2
,
1
5
0
0
4
,
8
0
2
8
,
4
1
1
0
1
,
5
7
0
2
8
,
1
8
1
7
8
,
3
6
1
2
4
,
0
8
x
i
l
b
u
P
%
3
.
8
9
x
i
l
b
u
P
%
7
.
4
9
1
1
0
,
2
8
4
8
7
,
8
7
x
i
l
b
u
P
%
5
.
6
9
2
4
3
,
2
0
1
s
c
i
r
b
a
F
n
n
A
-
o
J
t
r
a
M
K
-
,
x
i
l
b
u
P
%
1
.
1
9
4
2
5
,
0
8
1
)
s
n
e
e
r
g
l
a
W
(
—
—
—
—
—
—
t
a
o
C
n
o
t
g
n
i
l
r
u
B
,
x
i
l
b
u
P
y
b
b
o
L
y
b
b
o
H
,
y
r
o
t
c
a
F
%
5
.
3
9
9
5
4
,
2
3
2
x
i
l
b
u
P
%
0
.
0
0
1
x
i
l
b
u
P
%
0
.
8
8
x
i
l
b
u
P
%
1
.
8
9
7
8
3
,
3
6
7
4
7
,
7
7
1
4
2
,
3
7
x
i
l
b
u
P
%
0
.
0
0
1
x
i
l
b
u
P
%
9
.
2
8
x
i
l
b
u
P
%
6
.
8
9
9
7
6
,
9
6
7
1
7
,
3
7
2
7
7
,
6
8
i
)
e
m
T
r
o
t
u
T
(
)
s
'
l
h
o
K
(
,
x
i
l
b
u
P
%
3
.
4
9
8
5
9
,
9
1
1
x
i
l
b
u
P
%
7
.
4
8
—
—
%
3
.
3
8
%
0
.
0
0
1
0
9
4
,
5
1
9
3
7
,
2
1
1
2
8
,
2
6
7
9
9
1
0
0
0
2
8
8
9
1
6
0
0
2
8
7
9
1
7
8
9
1
0
0
0
2
6
0
0
2
6
0
0
2
7
0
0
2
4
0
0
2
9
9
9
1
1
0
0
2
4
7
9
1
6
8
9
1
7
0
0
2
6
0
0
2
0
0
0
2
0
9
9
1
9
9
9
1
4
0
0
2
9
0
0
2
4
0
0
2
4
0
0
2
0
0
0
2
2
0
0
2
x
i
l
b
u
P
%
8
.
6
7
6
7
8
,
2
0
1
4
7
9
1
4
9
9
1
1
1
0
2
0
0
0
2
7
0
0
2
0
0
0
2
3
9
9
1
6
0
0
2
4
9
9
1
3
9
9
1
8
9
9
1
6
0
0
2
6
0
0
2
7
0
0
2
3
0
0
2
9
9
9
1
1
0
0
2
3
9
9
1
4
9
9
1
7
0
0
2
6
0
0
2
0
0
0
2
6
9
9
1
7
9
9
1
4
0
0
2
9
0
0
2
5
0
0
2
3
0
0
2
0
0
0
2
1
0
0
2
)
A
C
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
4
(
e
c
a
l
P
n
o
t
g
n
i
h
s
a
W
t
s
a
E
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
)
5
(
w
o
l
l
o
H
l
a
r
r
o
C
l
a
r
o
C
e
p
a
C
/
s
r
e
y
M
.
t
F
e
g
a
l
l
i
V
w
e
r
c
s
k
r
o
C
k
a
O
e
d
n
a
r
G
A
D
I
R
O
L
F
a
d
i
r
o
l
F
h
t
r
o
N
/
e
l
l
i
v
n
o
s
k
c
a
J
r
e
t
n
e
C
g
n
i
p
p
o
h
S
d
r
a
y
t
r
u
o
C
)
5
(
r
e
t
n
e
C
k
a
O
y
p
o
n
a
C
a
z
a
l
P
a
i
s
a
t
s
a
n
A
e
t
a
G
e
g
a
i
r
r
a
C
n
o
i
l
i
v
a
P
a
i
n
r
e
b
i
H
d
n
a
l
s
I
g
n
i
m
e
l
F
a
z
a
l
P
a
i
n
r
e
b
i
H
r
e
n
r
o
C
s
n
o
t
r
o
H
'
)
5
(
r
e
t
n
e
C
k
e
e
r
C
s
n
h
o
J
'
)
5
(
e
g
a
l
l
i
V
n
o
t
g
n
i
l
u
J
)
5
(
n
e
v
a
h
n
n
y
L
r
e
t
n
e
C
g
n
i
p
p
o
h
S
r
e
p
p
o
h
l
l
i
M
r
e
t
n
e
C
n
w
o
T
e
e
t
a
c
o
N
e
r
a
u
q
S
y
r
r
e
b
w
e
N
s
n
o
m
m
o
C
f
a
e
l
k
a
O
s
r
e
n
r
o
C
a
l
a
c
O
a
z
a
l
P
e
n
i
t
s
u
g
u
A
t
S
d
l
O
)
5
(
a
z
a
l
P
n
o
i
t
a
t
n
a
l
P
a
z
a
l
P
e
e
r
T
e
n
i
P
s
e
p
p
o
h
S
e
l
o
n
i
m
e
S
)
5
(
k
r
a
P
m
a
r
t
r
a
B
t
a
s
e
p
p
o
h
S
k
e
e
r
C
s
n
h
o
J
'
t
a
s
p
o
h
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
d
r
a
y
e
n
i
V
e
k
r
a
t
S
e
l
a
d
r
e
d
u
a
L
t
r
o
F
/
i
m
a
i
M
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
r
u
t
n
e
v
A
18
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
a
t
l
U
,
O
C
T
E
P
,
x
x
a
M
J
T
,
s
e
l
p
a
t
S
,
l
a
v
i
n
r
a
C
e
o
h
S
,
s
l
l
a
h
s
r
a
M
,
e
e
r
T
r
a
l
l
o
D
,
s
l
e
a
h
c
i
M
,
r
e
t
a
e
h
T
C
M
A
%
8
.
6
9
8
4
8
,
9
4
3
)
l
l
i
d
c
a
M
(
,
)
y
u
B
t
s
e
B
(
s
e
i
c
a
m
r
a
h
P
t
n
u
o
c
s
i
D
o
r
r
a
v
a
N
)
s
n
e
e
r
g
l
a
W
(
s
l
l
a
e
B
—
—
S
V
C
—
)
s
'
l
h
o
K
(
%
9
.
7
8
x
i
l
b
u
P
%
0
.
0
0
1
x
i
l
b
u
P
%
0
.
0
0
1
x
i
l
b
u
P
%
2
.
8
8
x
i
l
b
u
P
%
0
.
0
0
1
e
i
x
i
D
-
n
n
i
W
%
7
.
6
9
x
i
l
b
u
P
%
7
.
1
9
3
6
7
,
0
1
7
4
6
,
4
4
8
5
2
,
0
9
0
9
3
,
5
2
1
7
6
7
,
6
7
2
9
1
,
8
0
1
9
4
9
,
9
0
1
s
n
e
e
r
g
l
a
W
x
i
l
b
u
P
%
8
.
7
9
2
6
0
,
0
1
1
e
r
a
w
d
r
a
H
e
c
A
s
l
l
a
e
B
,
t
r
a
M
-
l
a
W
,
x
i
l
b
u
P
%
6
.
8
9
6
3
7
,
7
6
2
—
—
—
—
s
s
e
n
t
i
F
A
L
%
3
.
7
7
x
i
l
b
u
P
%
8
.
5
9
x
i
l
b
u
P
%
0
.
0
9
x
i
l
b
u
P
%
7
.
8
9
1
4
8
,
9
6
0
2
0
,
5
7
6
9
2
,
0
9
5
9
4
,
5
7
s
t
r
o
p
m
I
1
r
e
i
P
,
O
C
T
E
P
t
r
a
M
n
i
e
t
S
,
s
n
e
e
r
g
l
a
W
—
—
—
—
t
e
k
r
a
m
r
e
p
u
S
t
e
P
,
s
d
n
e
r
T
i
t
i
C
n
o
i
l
l
i
-
M
A
-
s
k
o
o
B
,
s
l
l
a
e
B
S
V
C
—
)
t
e
g
r
a
T
(
%
5
.
4
4
—
%
7
.
5
9
1
5
4
,
9
0
8
3
,
4
4
s
'
l
h
o
K
%
8
.
4
9
4
3
4
,
8
0
1
x
i
l
b
u
P
%
8
.
6
8
0
1
1
,
1
8
1
x
i
l
b
u
P
%
2
.
5
9
x
i
l
b
u
P
%
0
.
0
0
1
8
9
9
,
8
7
0
3
9
,
9
8
x
i
l
b
u
P
%
5
.
8
8
x
i
l
b
u
P
%
1
.
5
9
x
i
l
b
u
P
%
6
.
7
9
x
i
l
b
u
P
%
6
.
3
9
5
2
6
,
1
1
1
3
0
4
,
7
5
1
6
5
4
,
8
5
5
2
3
,
7
0
1
%
1
.
3
9
9
9
3
,
2
0
8
,
4
r
e
d
a
r
T
r
o
o
l
F
,
y
n
a
p
m
o
C
y
l
p
p
u
S
r
o
t
c
a
r
T
S
V
C
—
—
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
2
.
8
9
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
'
s
n
i
t
r
a
M
%
7
.
6
9
—
%
6
.
6
8
—
)
r
e
g
o
r
K
(
'
,
s
n
i
t
r
a
M
%
7
.
2
9
7
1
9
,
6
5
1
6
0
0
,
8
8
7
7
1
,
1
1
1
5
0
9
,
1
9
7
9
8
,
8
8
2
9
9
1
7
0
0
2
1
0
0
2
1
9
9
1
9
9
9
1
0
0
0
2
0
9
9
1
2
8
9
1
7
8
9
1
3
0
0
2
9
9
9
1
3
8
9
1
5
9
9
1
6
8
9
1
7
0
0
2
8
0
0
2
9
9
9
1
3
9
9
1
8
9
9
1
0
0
0
2
3
9
9
1
6
8
9
1
6
9
9
1
2
8
9
1
3
8
9
1
1
7
9
1
8
4
9
1
0
0
0
2
6
9
9
1
4
9
9
1
7
0
0
2
5
0
0
2
7
9
9
1
7
0
0
2
0
0
0
2
8
9
9
1
6
9
9
1
8
9
9
1
2
0
0
2
9
9
9
1
5
9
9
1
7
0
0
2
3
9
9
1
7
0
0
2
8
0
0
2
7
9
9
1
5
9
9
1
7
0
0
2
0
0
0
2
7
9
9
1
3
9
9
1
7
0
0
2
6
9
9
1
5
0
0
2
5
0
0
2
5
0
0
2
0
0
0
2
5
0
0
2
r
e
t
n
e
C
g
n
i
p
p
o
h
S
k
l
a
W
s
e
l
p
a
N
)
5
(
a
z
a
l
P
k
o
o
r
b
e
l
b
b
e
P
s
n
o
m
m
o
C
e
r
i
h
s
k
r
e
B
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
)
5
(
a
z
a
l
P
s
r
e
n
r
o
C
e
v
i
F
g
n
i
s
s
o
r
C
o
g
i
l
a
C
e
r
a
u
q
S
n
e
d
r
a
G
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
c
a
l
p
t
e
k
r
a
M
y
t
i
C
n
u
S
g
n
i
s
s
o
r
C
s
g
n
i
K
e
r
a
u
q
S
e
t
a
g
h
t
r
o
N
e
r
a
u
q
S
y
c
n
e
g
e
R
I
e
s
a
h
P
g
n
i
s
s
o
r
C
t
s
a
o
c
n
u
S
I
I
e
s
a
h
P
g
n
i
s
s
o
r
C
t
s
a
o
c
n
u
S
e
r
a
u
q
S
e
l
a
d
g
n
i
m
o
o
l
B
r
e
t
n
e
C
e
n
w
o
T
t
s
a
E
o
d
n
a
l
r
O
/
a
p
m
a
T
4
0
1
@
s
e
p
p
o
h
S
a
z
a
l
P
y
b
e
l
l
e
W
e
r
a
u
q
S
n
w
o
T
r
e
t
n
e
C
e
g
a
l
l
i
V
)
5
(
s
g
n
i
r
p
S
a
l
l
i
W
e
s
a
h
c
t
s
e
W
e
v
o
C
e
r
u
s
a
e
r
T
/
h
c
a
e
B
m
l
a
P
t
s
e
W
a
z
a
l
P
s
e
k
a
L
n
o
t
n
y
o
B
a
z
a
l
P
d
o
o
w
e
s
a
h
C
)
5
(
g
n
i
s
s
o
r
C
d
n
a
l
s
I
e
r
a
u
q
S
n
w
o
T
n
o
t
g
n
i
l
l
e
W
)
L
F
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
g
a
l
l
i
V
r
e
v
o
n
a
H
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
g
a
l
l
i
V
)
5
(
r
e
t
n
e
C
e
g
a
l
l
i
V
m
r
a
F
n
r
u
b
h
s
A
r
e
t
n
e
C
t
e
k
r
a
M
m
r
a
F
n
r
u
b
h
s
A
a
i
n
i
g
r
i
V
r
e
h
t
O
)
5
(
g
n
i
s
s
o
r
C
n
o
t
y
a
G
d
n
o
m
h
c
i
R
A
I
N
I
G
R
I
V
19
O
C
T
E
P
,
s
l
l
a
h
s
r
a
M
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
e
g
a
r
e
v
e
B
l
a
t
o
T
,
e
r
o
t
s
m
o
o
R
Y
M
H
,
S
V
C
—
)
t
e
g
r
a
T
(
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
d
o
o
F
t
n
a
i
G
%
0
.
6
9
s
e
l
p
a
t
S
,
t
r
a
m
S
t
e
P
e
r
u
t
i
n
r
u
F
t
c
e
r
i
D
O
C
T
E
P
)
t
e
g
r
a
T
(
'
,
s
n
i
t
r
a
M
%
0
.
4
9
y
a
w
e
f
a
S
%
5
.
7
9
—
%
2
.
9
8
d
i
A
e
t
i
R
,
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
—
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
s
r
a
e
S
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
—
y
a
w
e
f
a
S
%
9
.
6
9
t
e
f
f
u
B
e
m
e
r
p
u
S
&
l
l
i
r
G
i
h
c
a
b
i
H
x
a
M
e
R
—
—
r
e
t
e
e
T
s
i
r
r
a
H
%
6
.
2
9
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
y
a
w
e
f
a
S
%
2
.
0
8
—
%
4
.
8
8
p
u
o
r
G
n
g
i
s
e
D
d
e
c
n
a
v
d
A
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
t
r
a
m
s
t
e
P
h
t
i
m
s
f
l
o
G
S
V
C
)
t
e
g
r
a
T
(
,
r
e
t
e
e
T
s
i
r
r
a
H
%
0
.
5
9
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
—
%
0
.
0
0
1
g
n
i
n
r
o
M
y
a
d
s
e
u
T
,
l
l
i
w
d
o
o
G
,
s
e
l
p
a
t
S
,
e
s
e
e
h
C
.
E
k
c
u
h
C
,
s
t
r
a
P
o
t
u
A
e
c
n
a
v
d
A
,
S
V
C
,
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
1
.
2
9
s
l
e
a
h
c
i
M
,
d
n
o
y
e
B
&
h
t
a
B
d
e
B
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
s
e
l
p
a
t
S
g
n
i
t
r
o
p
S
s
k
c
i
D
'
,
s
n
a
m
g
e
W
%
0
.
0
0
1
t
o
p
e
D
y
t
r
a
P
,
e
r
u
t
i
n
r
u
F
t
c
e
r
i
D
d
o
o
F
t
n
a
i
G
%
2
.
8
9
S
V
C
—
%
0
.
0
0
1
—
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
s
d
o
o
G
e
r
a
C
h
t
l
a
e
H
s
y
e
l
i
a
B
,
S
V
C
—
%
5
.
4
8
—
)
t
e
g
r
a
T
(
,
y
a
w
e
f
a
S
%
6
.
8
9
m
y
G
s
d
l
o
G
'
9
3
4
,
6
9
0
0
1
,
4
0
1
6
5
1
,
7
9
7
0
7
,
1
3
1
1
1
7
,
5
7
0
3
1
,
5
6
1
4
9
6
,
4
0
1
9
6
2
,
3
0
1
9
3
9
,
9
3
3
9
3
7
,
3
5
1
4
2
9
,
1
7
6
9
4
,
4
7
5
4
4
,
2
3
1
7
0
8
,
1
5
1
9
7
,
9
4
1
3
1
0
,
3
1
1
5
9
6
,
6
9
5
4
8
,
7
0
3
2
7
1
,
5
9
1
3
5
,
6
8
1
0
0
9
,
2
1
2
7
5
,
7
9
2
6
7
3
,
5
0
1
2
6
8
,
5
3
1
%
7
.
5
9
5
1
2
,
0
4
7
,
3
s
s
e
n
t
i
F
r
u
o
H
4
2
,
O
C
T
E
P
,
s
r
o
u
q
i
L
n
i
w
T
s
r
a
e
S
,
.
.
B
E
H
.
%
9
.
7
9
t
o
p
e
D
e
c
i
f
f
O
s
t
e
k
r
a
M
s
'
t
u
o
r
p
S
%
3
.
8
8
o
c
t
e
P
,
t
o
p
e
D
e
c
i
f
f
O
—
.
.
.
B
E
H
.
.
B
E
H
.
%
8
.
9
9
%
7
.
2
9
8
3
4
,
0
1
4
6
4
6
,
2
2
1
0
2
0
,
4
4
1
0
5
3
,
7
8
1
—
—
—
)
r
e
g
o
r
K
(
%
6
.
7
7
r
e
g
o
r
K
%
0
.
8
9
—
%
0
.
0
0
1
6
0
9
,
8
9
4
3
1
,
8
2
0
3
5
,
4
1
4
0
0
2
6
9
9
1
0
0
0
2
6
0
0
2
5
5
9
1
0
9
9
1
4
0
0
2
7
7
9
1
2
7
9
1
4
0
0
2
0
6
9
1
6
6
9
1
5
0
0
2
5
0
0
2
3
0
0
2
7
7
9
1
5
0
0
2
1
1
0
2
4
0
0
2
0
8
9
1
2
1
0
2
1
9
9
1
2
5
9
1
6
8
9
1
8
9
9
1
7
8
9
1
5
9
9
1
1
0
0
2
8
9
9
1
6
0
0
2
1
9
9
1
4
0
0
2
5
0
0
2
0
0
0
2
6
0
0
2
7
0
0
2
5
0
0
2
4
0
0
2
5
0
0
2
5
0
0
2
3
0
0
2
5
0
0
2
5
0
0
2
6
0
0
2
6
0
0
2
3
0
0
2
5
0
0
2
5
0
0
2
7
0
0
2
3
0
0
2
5
0
0
2
2
1
0
2
2
0
0
2
5
0
0
2
5
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
1
1
0
2
8
9
9
1
6
0
0
2
9
9
9
1
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
)
5
(
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
r
a
m
e
a
r
B
e
c
a
l
p
t
e
k
r
a
M
e
g
d
i
R
e
r
t
n
e
C
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
e
d
a
n
n
o
l
o
C
r
e
p
e
p
l
u
C
n
o
i
t
a
t
S
e
r
i
h
s
e
h
C
)
5
(
s
e
k
a
L
r
e
t
s
e
h
c
n
a
M
t
a
l
a
v
i
t
s
e
F
r
e
t
n
e
C
g
n
i
p
p
o
h
S
x
a
f
r
i
a
F
)
5
(
a
z
a
l
P
r
e
t
n
e
C
a
n
u
t
r
o
F
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
l
l
i
M
x
o
F
)
5
(
)
5
(
r
e
t
n
e
C
n
w
o
T
r
a
i
r
b
n
e
e
r
G
r
e
t
n
e
C
n
w
o
T
d
a
e
m
y
l
l
o
H
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
n
o
t
g
n
i
h
s
a
W
p
m
a
K
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
k
r
a
P
s
g
n
i
K
)
5
(
e
c
a
l
p
t
e
k
r
a
M
n
o
i
t
a
t
S
n
o
t
r
o
L
)
5
(
r
e
t
n
e
C
n
w
o
T
n
o
t
r
o
L
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
g
o
t
a
r
a
S
g
n
i
s
s
o
r
C
z
t
i
p
O
t
a
t
e
k
r
a
M
r
e
t
n
e
C
y
t
n
u
o
C
t
a
s
p
o
h
S
l
l
a
w
e
n
o
t
S
t
a
s
p
o
h
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
g
n
i
l
r
e
t
S
t
a
r
e
t
n
e
C
n
w
o
T
)
5
(
l
l
i
H
l
a
n
g
i
S
)
A
V
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
5
(
s
e
l
l
u
D
t
a
r
e
t
n
e
C
e
g
a
l
l
i
V
)
5
(
S
V
C
r
e
n
r
o
C
s
n
o
s
y
T
)
5
(
I
e
r
t
n
e
C
n
o
t
s
l
l
i
W
)
5
(
I
I
e
r
t
n
e
C
n
o
t
s
l
l
i
W
k
c
o
R
d
n
u
o
R
t
a
t
e
k
r
a
M
r
e
t
n
e
C
e
g
d
i
R
h
c
e
T
s
l
l
i
H
h
t
r
o
N
h
t
r
o
W
t
r
o
F
/
s
a
l
l
a
D
)
5
(
e
c
a
l
P
k
r
a
P
y
n
a
h
t
e
B
a
z
a
l
P
k
e
e
r
C
y
r
o
k
c
i
H
e
g
a
l
l
i
V
t
s
e
r
c
l
l
i
H
S
A
X
E
T
k
c
o
c
n
a
H
n
i
t
s
u
A
20
m
u
e
s
u
M
s
n
e
r
d
l
i
h
C
s
d
n
a
l
d
o
o
W
e
h
T
,
)
s
d
n
a
l
e
r
o
M
e
s
a
e
l
b
u
S
(
e
r
a
w
d
r
a
H
&
t
n
i
a
P
s
r
a
e
S
,
S
V
C
d
o
o
F
s
'
l
l
a
d
n
a
R
%
0
.
0
0
1
t
x
e
N
e
h
T
,
e
s
e
e
h
C
.
E
k
c
u
h
C
,
e
s
u
o
h
e
r
a
W
s
g
n
i
r
e
B
,
s
l
e
a
h
c
i
M
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
s
g
n
i
r
e
B
n
r
a
B
e
k
i
B
,
r
o
u
q
i
L
s
c
e
p
S
'
,
s
s
e
n
t
i
F
l
e
v
e
L
s
n
e
e
r
g
l
a
W
S
V
C
—
y
m
e
d
a
c
A
,
r
e
g
o
r
K
%
0
.
2
9
r
e
g
o
r
K
%
0
.
0
0
1
r
e
g
o
r
K
%
5
.
4
9
—
%
0
.
0
0
1
x
x
a
M
J
T
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
x
a
M
e
c
i
f
f
O
,
t
r
a
m
S
t
e
P
,
m
y
G
s
d
l
o
G
'
)
t
e
g
r
a
T
(
%
7
.
6
9
g
n
i
n
r
o
M
y
a
d
s
e
u
T
,
x
a
M
e
c
i
f
f
O
'
,
s
n
n
A
o
J
,
O
C
T
E
P
,
s
n
e
e
r
g
l
a
W
d
o
o
F
s
'
l
l
a
d
n
a
R
%
4
.
8
9
—
d
o
o
F
s
'
l
l
a
d
n
a
R
%
8
.
3
9
)
s
n
e
e
r
g
l
a
W
(
—
—
—
s
n
e
e
r
g
l
a
W
S
V
C
—
)
s
n
e
e
r
g
l
a
W
(
)
r
e
g
o
r
K
(
%
3
.
1
9
r
e
g
o
r
K
%
8
.
8
9
)
r
e
g
o
r
K
(
%
3
.
2
7
r
e
g
o
r
K
%
3
.
5
8
r
e
g
o
r
K
%
0
.
9
9
r
e
g
o
r
K
%
8
.
8
9
.
.
.
B
E
H
.
.
B
E
H
.
%
0
.
0
0
1
%
3
.
0
9
7
3
5
,
1
9
5
9
0
,
6
4
0
4
0
,
0
1
1
5
1
4
,
2
3
3
5
9
,
8
3
1
2
9
1
,
8
3
1
5
2
6
,
6
3
1
4
6
9
,
8
4
1
7
7
0
,
6
6
1
7
8
6
,
2
4
2
3
4
6
,
8
2
1
5
4
0
,
4
3
1
3
9
6
,
9
6
1
4
6
9
,
5
8
1
7
4
5
,
3
8
1
6
9
7
,
3
0
1
n
g
i
s
e
D
r
i
a
H
f
o
l
o
o
h
c
S
e
l
g
O
b
m
u
h
T
m
o
T
%
1
.
3
9
1
2
3
,
0
2
1
—
—
—
b
m
u
h
T
m
o
T
%
2
.
8
8
8
3
9
,
4
1
1
)
t
r
a
M
-
l
a
W
(
%
2
.
9
8
b
m
u
h
T
m
o
T
%
0
.
0
0
1
5
3
4
,
6
5
3
5
3
,
6
9
k
n
a
B
o
g
r
a
F
s
l
l
e
W
,
t
r
a
m
S
t
e
P
,
s
r
o
u
q
i
L
k
c
a
j
e
l
p
p
A
t
r
a
M
-
l
a
W
,
s
r
e
p
o
o
S
g
n
i
K
%
1
.
4
9
s
t
r
o
p
m
I
1
r
e
i
P
,
O
C
T
E
P
,
s
c
i
r
b
a
F
n
n
A
-
o
J
y
a
w
e
f
a
S
%
3
.
9
7
l
a
c
i
t
p
O
r
u
o
H
e
n
O
e
r
a
w
d
r
a
H
e
c
A
—
s
r
e
p
o
o
S
g
n
i
K
%
0
.
8
9
s
r
e
p
o
o
S
g
n
i
K
%
4
.
8
9
)
y
a
w
e
f
a
S
(
%
9
.
5
9
—
s
r
e
p
o
o
S
g
n
i
K
%
0
.
0
0
1
1
4
0
,
1
8
3
7
3
2
,
9
5
1
1
3
3
,
7
1
1
0
2
3
,
0
8
7
4
1
,
6
1
1
7
6
6
,
6
9
—
—
—
—
)
r
e
t
n
e
c
r
e
p
u
S
t
r
a
M
-
l
a
W
(
%
9
.
4
8
)
s
r
e
p
o
o
S
g
n
i
K
(
%
8
.
1
9
s
r
e
p
o
o
S
g
n
i
K
%
0
.
0
0
1
1
9
4
,
2
2
5
7
0
,
9
2
3
6
2
,
5
8
s
r
e
p
o
o
S
g
n
i
K
%
4
.
2
9
3
3
2
,
6
1
1
%
4
.
5
9
4
4
3
,
1
5
5
,
3
9
9
9
1
2
0
0
2
0
9
9
1
7
8
9
1
8
9
9
1
4
0
0
2
8
9
9
1
4
0
0
2
8
9
9
1
4
9
9
1
3
0
0
2
3
0
0
2
4
9
9
1
2
1
0
2
0
0
0
2
0
0
0
2
9
6
9
1
9
6
9
1
6
0
0
2
4
7
9
1
5
0
0
2
6
0
0
2
9
9
9
1
8
9
9
1
6
5
9
1
7
5
9
1
8
7
9
1
6
8
9
1
8
7
9
1
8
7
9
1
9
9
9
1
0
0
0
2
9
9
9
1
9
9
9
1
8
9
9
1
2
0
0
2
8
9
9
1
3
0
0
2
2
0
0
2
2
0
0
2
2
0
0
2
2
0
0
2
2
0
0
2
2
1
0
2
2
0
0
2
1
0
0
2
5
0
0
2
5
0
0
2
6
0
0
2
5
0
0
2
5
0
0
2
6
0
0
2
8
9
9
1
8
9
9
1
5
0
0
2
5
0
0
2
4
0
0
2
9
9
9
1
9
9
9
1
5
0
0
2
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
r
e
t
n
e
C
y
c
a
g
e
L
/
n
o
n
a
b
e
L
t
s
e
r
o
F
n
o
t
s
e
r
P
t
a
t
e
k
r
a
M
n
o
m
m
o
C
d
r
i
b
g
n
i
k
c
o
M
r
e
t
n
e
C
n
w
o
T
l
l
a
w
k
c
o
R
k
o
o
r
b
n
o
t
s
e
r
P
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
r
e
t
n
e
C
n
w
o
T
r
e
l
l
e
K
)
5
(
s
g
n
i
r
p
S
h
o
l
i
h
S
a
z
a
l
P
e
r
u
t
a
n
g
i
S
)
5
(
r
e
t
n
e
C
s
g
n
i
r
p
S
n
a
i
d
n
I
)
5
(
r
e
t
n
e
C
d
o
o
w
n
i
e
l
K
g
n
i
s
s
o
r
C
s
n
a
r
h
c
o
C
'
k
e
e
r
C
r
e
h
t
n
a
P
)
5
(
e
g
d
i
r
B
n
e
d
l
A
n
o
t
s
u
o
H
)
4
(
h
c
n
a
R
o
c
n
i
C
t
a
k
r
a
p
h
t
u
o
S
)
5
(
t
s
a
E
a
z
a
l
P
n
a
y
a
l
s
e
W
)
5
(
a
z
a
l
P
r
e
t
a
w
t
e
e
w
S
e
g
d
i
R
g
n
i
l
r
e
t
S
)
5
(
t
s
e
W
a
z
a
l
P
n
a
y
a
l
s
e
W
)
5
(
n
o
i
t
c
e
l
l
o
C
y
a
w
d
o
o
W
e
g
a
l
l
i
V
d
o
o
w
t
s
e
W
)
X
T
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
e
t
a
g
r
a
i
r
B
t
a
e
c
a
l
p
t
e
k
r
a
M
k
e
e
r
C
n
o
s
k
c
a
J
t
n
e
m
u
n
o
M
a
z
a
l
P
n
e
m
d
o
o
W
s
g
n
i
r
p
S
o
d
a
r
o
l
o
C
e
c
a
l
p
t
e
k
r
a
M
n
o
c
l
a
F
O
D
A
R
O
L
O
C
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
d
o
o
w
e
l
p
p
A
r
e
v
n
e
D
)
5
(
e
g
a
l
l
i
V
e
o
h
a
p
a
r
A
e
r
a
u
q
S
w
e
i
v
e
l
l
e
B
r
e
t
n
e
C
d
r
a
v
e
l
u
o
B
e
r
a
u
q
S
y
e
l
k
c
u
B
)
5
(
e
r
a
u
q
S
d
o
o
w
y
r
r
e
h
C
21
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
e
g
a
l
l
i
V
e
l
c
y
c
i
B
,
e
l
b
o
N
&
s
e
n
r
a
B
—
—
—
—
—
—
—
—
s
d
o
o
F
e
l
o
h
W
%
7
.
8
9
s
r
e
p
o
o
S
g
n
i
K
%
8
.
3
9
s
r
e
p
o
o
S
g
n
i
K
%
6
.
4
9
s
r
e
p
o
o
S
g
n
i
K
%
7
.
0
8
s
r
e
p
o
o
S
g
n
i
K
%
3
.
8
9
s
r
e
p
o
o
S
g
n
i
K
%
7
.
6
9
)
s
r
e
p
o
o
S
g
n
i
K
(
%
0
.
0
0
1
s
r
e
p
o
o
S
g
n
i
K
%
8
.
6
9
y
a
w
e
f
a
S
%
9
.
3
9
9
8
5
,
2
4
1
0
3
0
,
0
0
1
8
6
1
,
8
4
2
2
2
,
4
9
6
2
3
,
3
8
0
5
7
,
2
8
5
8
5
,
7
3
6
1
9
,
9
1
1
6
3
4
,
3
9
0
9
0
,
9
1
1
s
s
e
n
t
i
F
t
e
n
a
l
P
,
d
i
A
e
t
i
R
,
y
t
i
C
y
t
r
a
P
,
e
s
e
e
h
C
.
E
k
c
u
h
C
)
s
n
e
e
r
g
l
a
W
(
t
e
k
r
a
M
h
s
e
r
F
%
1
.
4
9
r
e
t
e
e
T
s
i
r
r
a
H
%
0
.
0
0
1
a
c
u
l
e
D
&
n
a
e
D
,
r
e
t
a
e
h
T
e
c
a
l
P
s
p
i
l
l
i
h
P
a
c
u
l
e
D
&
n
a
e
D
%
3
.
9
9
d
i
A
e
t
i
R
r
e
t
e
e
T
s
i
r
r
a
H
%
0
.
0
0
1
1
5
6
,
2
3
1
0
2
0
,
6
6
9
5
0
,
3
3
1
5
1
3
,
7
7
%
7
.
3
9
7
1
9
,
4
2
1
,
2
x
x
a
M
J
T
,
y
u
B
t
s
e
B
y
t
i
r
o
h
t
u
A
s
t
r
o
p
S
%
8
.
8
8
6
8
9
1
3
0
0
2
1
1
0
2
7
9
9
1
8
9
9
1
7
7
9
1
8
0
0
2
3
9
9
1
8
9
9
1
7
0
0
2
9
7
9
1
3
0
0
2
6
9
9
1
4
9
9
1
1
0
0
2
2
0
0
2
1
1
0
2
9
9
9
1
8
9
9
1
5
0
0
2
8
0
0
2
9
9
9
1
8
9
9
1
7
0
0
2
7
9
9
1
7
0
0
2
2
1
0
2
0
1
0
2
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
1
r
e
i
P
,
s
d
o
o
G
g
n
i
t
r
o
p
S
e
b
m
a
L
-
n
o
s
n
h
o
J
,
a
i
r
e
t
e
f
a
C
W
&
K
,
x
o
B
n
i
a
g
r
a
B
e
h
T
,
s
e
i
t
r
e
p
o
r
P
k
r
o
Y
,
.
o
C
n
o
i
s
i
v
o
r
P
r
o
o
d
t
u
O
t
a
e
r
G
,
y
r
a
r
b
i
L
c
i
l
b
u
P
y
t
n
u
o
C
e
k
a
W
,
s
t
o
b
l
a
T
,
d
r
e
k
c
E
y
r
e
l
l
a
G
t
a
C
e
r
i
h
s
e
h
C
e
h
T
,
o
l
l
e
v
e
B
,
s
t
r
o
p
m
I
e
r
a
w
d
r
a
H
e
u
l
a
V
e
u
r
T
e
l
g
n
a
i
r
T
s
e
l
p
a
t
S
,
n
o
i
t
c
e
n
n
o
C
s
s
e
n
t
i
F
,
e
r
u
t
i
n
r
u
F
t
r
o
f
m
o
C
e
m
o
H
p
o
h
S
t
f
i
r
h
T
A
T
P
d
i
A
e
t
i
R
—
—
—
—
—
—
—
—
t
e
k
r
a
M
h
s
e
r
F
,
r
e
t
e
e
T
s
i
r
r
a
H
%
5
.
7
9
r
e
t
e
e
T
s
i
r
r
a
H
%
9
.
7
6
n
o
i
L
d
o
o
F
%
4
.
5
9
r
e
g
o
r
K
%
9
.
5
9
s
d
o
o
F
e
l
o
h
W
%
0
.
6
9
r
e
t
e
e
T
s
i
r
r
a
H
%
8
.
6
9
s
d
o
o
F
s
e
w
o
L
%
1
.
5
9
'
s
e
o
J
r
e
d
a
r
T
%
5
.
6
9
t
e
k
r
a
M
h
s
e
r
F
%
1
.
7
9
s
d
o
o
F
e
l
o
h
W
%
3
.
5
9
r
e
g
o
r
K
%
2
.
5
9
r
e
g
o
r
K
%
5
.
4
8
0
3
8
,
9
8
8
2
1
,
3
0
1
3
3
8
,
9
8
1
4
5
,
2
5
5
7
3
6
,
7
5
4
6
8
,
2
4
0
9
6
,
7
8
2
8
7
,
2
2
1
4
3
6
,
3
7
1
0
1
,
5
4
1
5
2
0
,
1
0
1
2
8
1
,
8
7
2
1
0
2
8
9
9
1
4
8
9
1
9
4
9
1
9
0
0
2
3
8
9
1
7
9
9
1
7
9
9
1
6
0
0
2
6
8
9
1
5
8
9
1
0
7
9
1
2
1
0
2
8
9
9
1
6
9
9
1
4
0
0
2
9
0
0
2
7
9
9
1
8
9
9
1
8
9
9
1
6
0
0
2
5
0
0
2
6
0
0
2
2
1
0
2
r
e
t
e
e
T
s
i
r
r
a
H
%
9
.
2
9
0
5
1
,
5
6
7
0
0
2
7
0
0
2
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
a
u
q
S
n
o
t
s
l
a
R
I
I
I
y
e
l
e
e
r
G
f
o
e
c
a
l
p
r
e
t
n
e
C
k
e
e
r
C
l
i
a
u
Q
t
a
s
p
o
h
S
e
r
a
u
q
S
y
r
w
o
L
h
t
u
o
S
h
c
n
a
R
h
o
r
t
S
)
O
C
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
5
(
s
n
o
m
m
o
C
s
d
a
o
r
s
s
o
r
C
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
)
5
(
e
g
a
l
l
i
V
p
o
t
l
l
i
H
e
c
a
l
P
t
n
e
K
r
e
t
n
e
C
g
n
i
K
d
y
o
l
L
e
r
a
u
q
S
n
o
t
e
l
t
t
i
L
A
N
I
L
O
R
A
C
H
T
R
O
N
)
5
(
s
n
o
m
m
o
C
n
a
r
h
c
o
C
s
n
o
m
m
o
C
l
e
m
r
a
C
)
5
(
e
c
a
l
P
s
p
i
l
l
i
h
P
)
5
(
s
n
o
m
m
o
C
e
c
n
e
d
i
v
o
r
P
e
t
t
o
l
r
a
h
C
m
a
h
r
u
D
/
h
g
i
e
l
a
R
)
4
(
e
r
a
u
q
S
n
i
w
r
E
g
n
i
s
s
o
r
C
t
n
i
o
p
h
t
u
o
S
g
n
i
s
s
o
r
C
s
i
r
r
a
H
o
r
o
b
s
n
e
e
r
G
r
e
t
n
e
C
g
n
i
p
p
o
h
S
t
f
o
r
c
d
o
o
W
)
5
(
e
g
a
l
l
i
V
n
o
r
e
m
a
C
s
n
o
m
m
o
C
k
e
e
r
C
e
l
d
d
i
M
)
5
(
e
r
i
a
d
l
i
K
f
o
s
e
p
p
o
h
S
)
5
(
g
n
i
s
s
o
r
C
d
r
a
n
y
a
M
a
z
a
l
P
e
n
i
P
e
k
a
L
)
5
(
e
r
a
u
q
S
n
o
t
t
u
S
)
5
(
a
z
a
l
P
e
g
a
l
l
i
V
r
e
t
n
e
C
e
d
a
n
n
o
l
o
C
e
g
a
l
l
i
V
d
o
o
w
n
e
l
G
%
7
.
4
9
2
4
4
,
8
1
0
,
2
)
C
N
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
22
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
s
e
l
p
a
t
S
,
s
l
e
a
h
c
i
M
,
e
r
a
w
d
r
a
H
e
c
A
,
s
c
i
r
b
a
F
n
n
A
-
o
J
,
s
n
e
e
r
g
l
a
W
s
g
g
i
B
,
r
e
g
o
r
K
%
5
.
7
9
s
e
c
n
a
i
l
p
p
A
g
g
e
r
G
H
H
,
t
o
p
e
D
e
c
i
f
f
O
t
r
a
M
-
l
a
W
(
,
s
'
l
h
o
K
%
0
.
0
0
1
x
x
a
M
J
T
,
l
a
v
i
n
r
a
C
e
o
h
S
,
s
c
i
r
b
a
F
k
c
o
c
n
a
H
—
r
e
g
o
r
K
%
7
.
5
9
r
e
g
o
r
K
%
0
.
8
9
—
—
)
r
e
t
n
e
c
r
e
p
u
S
t
r
a
M
-
l
a
W
%
0
.
8
9
—
%
5
.
4
9
a
p
S
y
a
D
&
n
o
l
a
S
y
t
i
t
n
e
d
I
,
s
e
l
p
a
t
S
,
y
v
a
N
d
l
O
,
e
l
b
o
N
&
s
e
n
r
a
B
'
s
y
c
a
M
,
t
e
k
r
a
M
h
s
e
r
F
%
6
.
6
8
R
'
s
y
o
T
,
y
r
e
l
l
a
G
e
r
u
t
i
n
r
u
F
s
d
o
o
G
g
n
i
t
r
o
p
S
s
k
c
i
D
'
,
s
U
8
1
3
,
1
2
1
3
1
5
,
5
9
1
1
6
8
,
6
9
3
3
6
0
,
1
4
1
7
1
3
,
4
6
1
0
7
7
,
0
3
7
5
9
,
0
9
3
5
9
9
1
7
9
9
1
5
9
9
1
5
0
0
2
6
0
0
2
4
0
0
2
6
6
9
1
8
9
9
1
8
9
9
1
7
9
9
1
5
0
0
2
6
0
0
2
4
0
0
2
8
0
0
2
)
5
(
a
z
a
l
P
e
r
o
m
a
c
y
S
&
g
n
i
s
s
o
r
C
e
r
o
m
a
c
y
S
s
n
o
m
m
o
C
y
c
n
e
g
e
R
e
g
a
l
l
i
V
k
n
a
B
d
e
R
)
5
(
r
e
t
n
e
C
t
e
k
r
a
M
s
g
n
i
r
p
S
n
a
i
d
n
I
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
s
n
o
m
m
o
C
t
t
e
k
c
e
B
i
t
a
n
n
i
c
n
C
i
e
v
o
r
G
y
r
r
e
h
C
k
r
a
P
e
d
y
H
O
I
H
O
r
e
g
o
r
K
%
8
.
3
9
1
8
1
,
8
8
8
8
9
1
8
9
9
1
a
z
a
l
P
r
e
t
s
e
h
c
t
s
e
W
y
u
B
t
s
e
B
,
t
n
e
m
p
i
u
q
E
l
a
n
o
i
t
a
e
r
c
e
R
,
s
d
o
o
G
e
m
o
H
,
e
s
u
o
h
e
r
a
W
W
S
D
,
S
V
C
'
s
e
w
o
L
,
s
d
o
o
F
e
l
o
h
W
%
4
.
8
9
t
e
l
t
u
O
d
r
a
C
y
r
o
t
c
a
F
,
O
C
T
E
P
,
s
e
l
p
a
t
S
,
s
U
R
s
e
i
b
a
B
y
t
i
C
y
t
r
a
P
,
e
r
a
w
d
r
a
H
e
c
A
s
U
"
R
"
s
y
o
T
,
s
n
e
e
r
g
l
a
W
—
l
l
i
w
d
o
o
G
—
'
s
k
c
i
n
i
m
o
D
%
5
.
6
9
'
s
o
n
a
i
r
a
M
%
9
.
4
9
'
s
k
c
i
n
i
m
o
D
%
4
.
3
9
'
s
k
c
i
n
i
m
o
D
%
0
.
0
0
1
'
s
k
c
i
n
i
m
o
D
%
4
.
2
9
—
%
0
.
0
0
1
a
p
S
g
n
i
K
,
e
v
i
t
o
m
o
t
u
A
y
l
l
i
e
R
O
'
t
o
p
e
D
e
m
o
H
,
t
r
a
M
H
r
e
p
u
S
%
9
.
8
9
s
e
c
i
f
f
O
l
a
c
i
d
e
M
H
N
E
,
s
n
e
e
r
g
l
a
W
s
s
e
n
t
i
F
l
a
n
i
d
r
a
C
,
l
l
i
w
d
o
o
G
l
l
i
w
d
o
o
G
'
s
k
c
i
n
i
m
o
D
%
8
.
8
9
'
s
e
o
J
r
e
d
a
r
T
%
0
.
0
0
1
'
s
k
c
i
n
i
m
o
D
%
2
.
7
9
l
l
i
w
d
o
o
G
y
b
b
o
L
y
b
b
o
H
%
6
.
2
9
3
7
9
,
4
6
2
2
8
1
,
3
2
1
6
1
6
,
2
6
0
6
9
,
8
7
1
8
4
4
,
9
9
5
3
4
,
9
6
1
6
2
4
,
0
4
1
5
0
7
,
7
8
6
7
2
,
6
8
5
2
8
,
5
9
5
5
8
,
3
2
1
7
3
8
,
2
8
3
e
r
a
w
d
r
a
H
s
r
a
e
S
r
e
g
o
r
K
%
5
.
8
9
7
3
4
,
0
4
1
%
2
.
5
9
6
0
3
,
4
3
9
,
1
—
—
—
—
)
t
o
p
e
D
e
m
o
H
(
,
r
e
g
o
r
K
%
0
.
0
0
1
r
e
g
o
r
K
%
8
.
6
9
r
e
g
o
r
K
%
1
.
4
9
3
0
5
,
6
8
6
8
2
,
3
9
0
0
1
,
5
8
3
9
9
1
9
9
9
1
6
9
9
1
7
9
9
1
9
8
9
1
7
9
9
1
7
6
9
1
6
8
9
1
8
8
9
1
6
8
9
1
1
8
9
1
1
0
0
2
5
0
0
2
4
8
9
1
4
8
9
1
7
0
0
2
8
9
9
1
9
9
9
1
8
9
9
1
8
9
9
1
5
0
0
2
4
0
0
2
0
1
0
2
8
9
9
1
5
0
0
2
5
0
0
2
5
0
0
2
4
0
0
2
7
0
0
2
5
0
0
2
1
0
0
2
0
1
0
2
r
e
t
n
e
C
y
n
a
b
l
A
w
e
N
r
e
g
o
r
K
)
e
t
a
g
h
t
r
o
N
(
d
a
o
R
n
w
o
t
x
a
M
I
e
s
a
h
P
a
z
a
l
P
r
e
l
l
i
m
d
n
i
W
s
u
b
m
u
l
o
C
e
t
n
i
o
P
t
s
a
E
)
H
O
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
5
(
a
z
a
l
P
r
e
t
n
e
C
c
i
v
i
C
)
5
(
g
n
i
s
s
o
r
C
a
v
e
n
e
G
a
z
a
l
P
k
a
O
n
e
l
G
e
l
a
d
s
n
i
H
S
I
O
N
I
L
L
I
o
g
a
c
i
h
C
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
s
n
o
m
m
o
C
y
r
n
e
H
c
M
)
5
(
e
g
d
E
s
'
r
e
v
i
R
&
q
S
e
d
i
s
r
e
v
i
R
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
z
a
l
P
k
o
o
r
b
e
n
o
t
S
s
n
o
m
m
o
C
k
o
o
r
b
t
s
e
W
l
a
v
i
t
s
e
F
w
o
l
l
i
W
)
5
(
I
I
g
n
i
s
s
o
r
C
d
o
o
w
e
r
o
h
S
)
5
(
g
n
i
s
s
o
r
C
d
o
o
w
e
r
o
h
S
)
5
(
e
r
a
u
q
S
e
o
c
s
o
R
%
2
.
7
9
8
3
5
,
5
1
8
,
1
)
L
I
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
23
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
t
r
a
m
S
t
e
P
,
s
e
l
p
a
t
S
,
s
d
o
o
G
e
m
o
H
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
,
x
x
a
M
J
T
—
%
0
.
0
0
1
—
)
e
s
i
r
n
u
S
(
,
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
)
t
i
r
e
H
:
b
u
S
(
y
t
l
a
e
R
d
o
o
w
e
l
t
s
a
C
,
s
e
n
a
L
e
l
l
i
v
k
r
a
P
—
'
s
e
o
J
r
e
d
a
r
T
%
3
.
5
9
d
o
o
F
t
n
a
i
G
%
5
.
2
9
d
i
A
e
t
i
R
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
1
.
6
9
d
i
A
e
t
i
R
s
t
e
k
r
a
M
y
e
l
l
a
V
n
e
e
r
G
%
6
.
7
9
s
s
e
L
4
s
s
e
n
t
i
F
,
S
V
C
—
%
9
.
7
9
s
s
e
L
r
o
F
s
s
e
n
t
i
F
)
s
U
"
R
"
s
y
o
T
(
,
s
r
a
e
S
,
t
r
a
M
G
-
%
3
.
6
9
S
V
C
—
S
V
C
—
—
S
V
C
S
V
C
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
2
.
1
9
y
a
w
e
f
a
S
%
3
.
6
9
—
—
%
4
.
5
7
%
1
.
4
8
e
s
u
o
h
e
r
a
W
d
o
o
F
s
r
e
p
p
o
h
S
%
0
.
0
0
1
—
—
%
5
.
6
5
%
1
.
8
9
9
2
5
,
3
7
6
1
0
,
1
8
5
3
7
,
1
6
1
6
4
1
,
5
2
1
9
4
5
,
9
1
2
7
5
5
,
7
8
4
0
9
,
2
0
1
0
5
0
,
6
0
2
5
3
0
,
7
3
1
8
2
3
,
2
2
6
0
9
,
2
4
6
2
3
,
8
1
1
9
7
0
,
4
0
1
3
4
4
,
3
1
1
7
8
8
,
8
6
x
x
a
M
J
T
,
l
a
v
i
n
r
a
C
e
o
h
S
,
y
t
i
C
y
t
r
a
P
,
t
o
p
e
D
e
c
i
f
f
O
x
i
l
b
u
P
%
2
.
4
9
1
5
5
,
9
8
1
s
l
o
o
T
t
h
g
i
e
r
F
r
o
b
r
a
H
s
l
e
a
h
c
i
M
—
—
%
1
.
8
9
%
0
.
0
0
1
9
4
4
,
3
5
4
0
2
,
9
3
a
r
t
n
e
c
n
o
C
,
s
c
i
r
b
a
F
k
c
o
c
n
a
H
,
S
V
C
d
r
e
k
c
E
d
r
e
k
c
E
—
—
r
e
g
o
r
K
%
0
.
0
0
1
x
i
l
b
u
P
%
2
.
9
6
i
d
l
A
%
7
.
5
9
x
i
l
b
u
P
%
0
.
0
0
1
—
%
5
.
7
9
1
0
1
e
c
n
a
D
,
x
a
M
e
c
i
f
f
O
'
,
s
n
n
a
m
h
e
o
L
—
d
r
e
k
c
E
—
x
i
l
b
u
P
%
9
.
1
9
x
i
l
b
u
P
%
8
.
0
9
x
i
l
b
u
P
%
7
.
4
9
—
%
5
.
8
9
p
e
r
P
y
d
o
o
w
n
u
D
,
s
n
e
e
r
g
l
a
W
t
e
k
r
a
M
h
s
e
r
F
%
2
.
6
8
7
1
3
,
8
4
9
2
4
,
1
7
6
0
4
,
0
8
9
3
5
,
0
0
1
1
5
5
,
9
8
9
6
1
,
0
2
1
0
8
2
,
2
9
2
3
4
,
1
8
9
3
1
,
7
3
1
8
6
5
,
2
7
%
3
.
3
9
0
9
4
,
4
6
6
,
1
0
9
9
1
6
8
9
1
1
6
9
1
0
9
9
1
7
8
9
1
5
0
0
2
6
6
9
1
3
0
0
2
5
9
9
1
8
7
9
1
7
8
9
1
1
0
0
2
0
6
9
1
5
8
9
1
4
5
9
1
3
9
9
1
2
6
9
1
0
9
9
1
4
8
9
1
9
7
9
1
0
9
9
1
1
9
9
1
6
8
9
1
5
7
9
1
4
8
9
1
8
9
9
1
6
8
9
1
4
9
9
1
5
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
3
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
4
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
7
9
9
1
7
9
9
1
7
9
9
1
7
9
9
1
6
9
9
1
7
9
9
1
8
9
9
1
7
9
9
1
7
9
9
1
4
0
0
2
7
0
0
2
7
9
9
1
7
0
0
2
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
l
l
i
v
k
r
a
P
)
5
(
e
c
a
l
p
t
e
k
r
a
M
e
d
i
s
h
t
u
o
S
)
5
(
e
m
l
o
h
d
o
o
W
t
a
l
a
v
i
t
s
e
F
k
r
a
p
r
i
A
e
e
L
t
a
e
g
a
l
l
i
V
)
5
(
e
r
t
n
e
C
y
e
l
l
a
V
)
5
(
s
r
e
n
r
o
C
e
g
d
i
r
k
l
E
e
r
o
m
i
t
l
a
B
D
N
A
L
Y
R
A
M
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
d
l
e
i
f
t
s
r
i
F
)
5
(
e
g
a
l
l
i
V
l
l
i
M
s
r
e
p
p
o
l
C
)
5
(
r
e
t
n
e
C
e
g
a
l
l
i
V
m
r
a
F
g
n
i
K
)
5
(
a
z
a
l
P
n
e
h
s
o
G
)
5
(
a
z
a
l
P
k
r
a
P
s
n
i
k
t
a
W
)
5
(
k
r
a
P
a
m
o
k
a
T
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
r
o
o
m
d
o
o
W
d
n
a
l
y
r
a
M
r
e
h
t
O
)
5
(
)
5
(
a
z
a
l
P
e
i
w
o
B
k
r
a
P
n
o
t
n
i
l
C
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
)
D
M
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
a
t
s
i
V
a
L
f
f
i
l
c
r
a
i
r
B
e
g
a
l
l
i
V
f
f
i
l
c
r
a
i
r
B
t
r
u
o
C
d
a
e
h
k
c
u
B
e
r
a
u
q
S
e
g
d
i
r
b
m
a
C
e
r
a
u
q
S
e
n
o
t
s
r
e
n
r
o
C
)
5
(
l
l
a
H
y
d
o
o
w
n
u
D
m
u
r
t
c
e
p
S
k
l
e
D
e
g
a
l
l
i
V
y
d
o
o
w
n
u
D
e
g
a
l
l
i
V
l
l
i
M
l
l
e
w
o
H
)
5
(
a
z
a
l
P
g
n
i
K
A
I
G
R
O
E
G
e
c
a
l
P
d
r
o
f
h
s
A
a
t
n
a
l
t
A
a
i
g
r
o
e
G
a
z
a
l
P
s
n
n
a
m
h
e
o
L
)
5
(
g
n
i
s
s
o
r
C
n
i
a
t
n
u
o
M
t
s
o
L
24
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
e
g
a
k
c
a
P
k
e
e
r
C
h
s
u
r
B
,
s
a
r
G
i
d
r
a
M
s
r
o
t
l
a
e
R
n
a
m
r
o
N
y
r
r
a
H
O
C
T
E
P
,
S
V
C
—
r
e
g
o
r
K
%
8
.
3
9
x
i
l
b
u
P
%
0
.
0
0
1
—
—
%
5
.
3
9
%
9
.
4
9
8
9
6
,
1
6
7
9
8
,
7
9
6
9
8
,
8
7
9
5
5
,
8
9
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
y
t
i
C
y
t
r
a
P
,
1
r
e
i
P
'
,
s
e
o
J
r
e
d
a
r
T
—
%
4
.
4
9
4
9
0
,
6
1
1
%
5
.
3
9
8
7
1
,
9
2
6
,
1
O
C
T
E
P
y
t
i
r
o
h
t
u
A
s
t
r
o
p
S
,
)
t
e
g
r
a
T
(
%
2
.
8
9
—
t
e
k
r
a
M
t
r
a
h
A
%
0
.
0
0
1
8
2
2
,
6
4
0
1
2
,
0
9
—
t
e
k
r
a
M
m
r
a
F
y
e
l
l
a
V
%
3
.
8
8
9
9
8
,
3
3
1
7
8
9
1
7
8
9
1
4
9
9
1
5
9
9
1
9
5
9
1
8
5
9
1
7
0
0
2
6
7
9
1
7
9
9
1
7
9
9
1
7
9
9
1
4
9
9
1
2
1
0
2
5
0
0
2
7
0
0
2
5
0
0
2
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
O
C
T
E
P
,
a
t
l
U
,
x
a
M
e
c
i
f
f
O
,
y
u
B
t
s
e
B
,
d
n
o
y
e
B
d
n
a
h
t
a
B
d
e
B
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
)
t
e
g
r
a
T
(
,
s
n
a
m
g
e
W
%
0
.
9
9
0
5
4
,
4
1
3
5
0
0
2
5
0
0
2
s
c
i
r
b
a
F
n
n
A
-
o
J
,
r
a
e
w
t
o
o
F
s
u
o
m
a
F
,
x
x
a
M
J
T
,
s
e
l
p
a
t
S
'
s
e
o
J
r
e
d
a
r
T
%
3
.
9
9
s
r
a
e
S
,
x
x
a
M
J
T
,
s
s
e
L
r
o
f
s
s
e
r
D
s
s
o
R
—
%
2
.
4
9
s
n
e
e
r
g
l
a
W
d
i
A
e
t
i
R
—
—
—
s
t
e
k
r
a
M
s
e
i
W
%
7
.
6
9
s
t
e
k
r
a
M
e
m
c
A
%
9
.
4
9
d
o
o
F
t
n
a
i
G
%
0
.
0
0
1
—
%
0
.
0
0
1
6
0
4
,
9
5
1
3
1
2
,
4
1
2
0
2
8
,
4
1
0
0
4
,
1
9
9
5
9
,
6
4
1
0
8
6
,
9
8
0
6
9
1
0
6
9
1
6
0
0
2
8
8
9
1
0
7
9
1
9
9
9
1
5
0
0
2
4
0
0
2
6
0
0
2
5
0
0
2
5
0
0
2
5
0
0
2
—
%
0
.
0
0
1
0
0
0
,
6
0
0
0
2
0
0
0
2
)
A
G
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
A
I
N
A
V
L
Y
S
N
N
E
P
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
d
r
a
v
e
l
u
o
B
o
k
f
e
t
S
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
t
e
e
r
t
S
n
e
l
l
A
m
e
h
e
l
h
t
e
B
/
n
w
o
t
n
e
l
l
A
s
n
o
m
m
o
C
h
t
e
r
a
z
a
N
r
e
w
o
L
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
u
n
e
v
A
y
t
i
C
a
i
h
p
l
e
d
a
l
i
h
P
r
e
t
n
e
C
g
n
i
p
p
o
h
S
y
a
w
e
t
a
G
r
e
t
n
e
C
e
g
a
l
l
i
V
e
l
l
i
v
s
p
l
u
K
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
a
u
q
S
n
w
o
t
w
e
N
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
a
u
q
S
k
c
i
w
r
a
W
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
a
u
q
S
r
e
c
r
e
M
)
5
(
e
r
a
u
q
S
g
n
i
r
p
S
r
e
v
l
i
S
g
r
u
b
s
i
r
r
a
H
a
i
n
a
v
l
y
s
n
n
e
P
r
e
h
t
O
y
e
h
s
r
e
H
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
a
z
a
l
P
y
r
r
e
F
s
e
c
a
P
e
r
a
u
q
S
y
r
r
e
F
s
r
e
w
o
P
e
g
a
l
l
i
V
y
r
r
e
F
s
r
e
w
o
P
e
g
d
i
R
l
l
e
s
s
u
R
s
g
n
i
r
p
S
y
d
n
a
S
n
o
i
t
u
l
o
v
E
s
s
e
n
t
i
F
,
s
t
o
L
g
i
B
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
s
c
i
r
b
a
F
n
n
A
-
o
J
,
g
u
B
n
o
i
h
s
a
F
x
x
a
M
J
T
d
i
A
e
t
i
R
y
a
w
e
f
a
S
%
5
.
7
9
y
a
w
e
f
a
S
%
7
.
1
9
s
n
o
s
t
r
e
b
l
A
%
3
.
7
9
y
e
k
a
l
B
t
r
o
P
s
a
m
e
n
i
C
l
a
g
e
R
,
y
a
w
e
f
a
S
%
6
.
8
8
)
d
i
A
e
t
i
R
(
,
O
C
T
E
P
,
s
c
i
r
b
a
F
n
n
A
-
o
J
s
t
r
o
p
S
e
l
a
s
e
l
o
h
W
%
0
.
0
0
1
t
o
p
e
D
e
c
i
f
f
O
s
s
e
n
t
i
F
A
L
%
1
.
2
9
3
6
6
,
0
0
1
8
7
4
,
7
7
1
2
9
,
6
0
1
2
7
0
,
1
1
2
0
3
2
,
8
7
2
2
0
,
6
2
3
4
0
0
2
5
0
0
2
1
9
9
1
9
9
9
1
6
5
9
1
2
1
0
2
2
0
0
2
5
0
0
2
5
0
0
2
9
9
9
1
5
0
0
2
2
1
0
2
)
5
(
I
r
e
t
n
e
C
t
e
k
r
a
M
s
d
r
a
h
c
r
O
I
I
r
e
t
n
e
C
t
e
k
r
a
M
s
d
r
a
h
c
r
O
d
n
a
l
t
r
o
P
N
O
T
G
N
I
H
S
A
W
)
5
(
e
c
a
l
p
t
e
k
r
a
M
a
r
o
r
u
A
e
l
t
t
a
e
S
)
5
(
)
5
(
a
z
a
l
P
e
d
a
c
s
a
C
a
z
a
l
P
e
t
a
g
t
s
a
E
)
4
(
e
g
d
i
R
d
n
a
r
G
%
8
.
6
9
5
6
2
,
7
0
3
,
1
)
A
P
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
25
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
e
r
a
w
d
r
a
H
e
c
A
,
s
g
u
r
D
l
l
e
t
r
a
B
—
s
l
l
a
h
s
r
a
M
d
i
A
e
t
i
R
—
s
d
o
o
F
y
t
i
l
a
u
Q
%
0
.
0
0
1
)
y
a
w
e
f
a
S
(
%
1
.
8
9
)
t
e
g
r
a
T
(
%
0
.
7
9
)
s
r
a
e
S
(
%
5
.
8
8
—
%
4
.
8
8
3
5
2
,
7
1
5
5
5
,
0
8
0
0
9
,
2
0
1
9
8
2
,
1
0
1
2
8
2
,
8
5
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
e
e
r
T
r
a
l
l
o
D
,
d
i
A
e
t
i
R
y
a
w
t
f
i
r
h
T
s
b
m
a
L
'
%
8
.
4
9
—
—
—
—
—
—
d
n
o
y
e
B
d
n
a
h
t
a
B
d
e
B
%
4
.
1
9
s
d
o
o
F
e
l
o
h
W
%
0
.
0
0
1
y
a
w
e
f
a
S
%
2
.
1
8
y
a
w
e
f
a
S
%
0
.
2
9
s
n
o
s
t
r
e
b
l
A
%
5
.
3
9
—
%
8
.
4
7
1
0
1
,
3
9
7
6
9
,
8
4
1
6
6
9
,
7
8
9
5
2
,
4
2
1
7
4
5
,
3
5
0
0
0
,
1
7
0
1
6
,
9
8
n
o
l
a
S
a
t
l
U
,
O
C
T
E
P
,
I
E
R
s
'
l
e
a
h
c
i
M
,
x
x
a
M
J
T
'
s
e
o
J
r
e
d
a
r
T
%
0
.
0
0
1
'
s
e
o
J
r
e
d
a
r
T
%
8
.
8
9
8
4
5
,
4
8
3
5
9
,
0
8
%
6
.
3
9
5
6
6
,
0
6
2
,
1
5
8
9
1
7
8
9
1
9
8
9
1
2
9
9
1
0
9
9
1
9
7
9
1
8
8
9
1
9
9
9
1
5
9
9
1
8
8
9
1
6
0
0
2
7
8
9
1
6
0
0
2
1
1
0
2
9
9
9
1
5
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
5
0
0
2
9
9
9
1
9
9
9
1
9
9
9
1
9
9
9
1
6
0
0
2
9
9
9
1
6
0
0
2
1
1
0
2
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
)
A
W
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
5
(
a
z
a
l
P
n
o
i
h
s
a
F
e
k
a
l
r
e
v
O
s
d
n
a
l
h
g
i
H
-
h
s
i
m
a
m
m
a
S
e
g
a
l
l
i
V
e
k
a
L
e
n
i
P
r
e
t
n
e
c
h
t
u
o
S
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
a
z
a
l
P
d
o
o
w
e
l
g
n
I
)
5
(
r
e
t
n
e
C
n
w
o
T
y
a
w
n
e
e
r
G
e
c
a
l
p
t
e
k
r
a
M
l
l
i
h
y
a
r
r
u
M
s
d
a
o
r
s
s
o
r
C
d
o
o
w
r
e
h
S
r
e
t
n
e
C
t
e
k
r
a
M
d
o
o
w
r
e
h
S
t
e
k
r
a
M
e
n
r
u
o
b
s
a
n
a
T
5
0
2
e
d
i
s
y
n
n
u
S
r
e
t
n
e
C
r
e
k
l
a
W
r
e
t
n
e
C
t
e
k
r
a
M
s
i
l
l
a
v
r
o
C
e
c
a
l
p
t
e
k
r
a
M
e
t
a
g
h
t
r
o
N
n
o
g
e
r
O
r
e
h
t
O
N
O
G
E
R
O
d
n
a
l
t
r
o
P
x
x
a
M
J
T
,
s
d
o
o
G
e
m
o
H
,
t
r
a
m
S
t
e
P
s
d
o
o
F
w
o
b
n
i
a
R
%
1
.
5
9
—
s
d
o
o
F
b
u
C
%
6
.
4
9
t
a
o
C
n
o
t
g
n
i
l
r
u
B
(
,
s
c
i
r
b
a
F
)
y
r
o
t
c
a
F
—
—
s
d
o
o
F
e
l
o
h
W
%
0
.
0
0
1
'
s
d
n
u
L
%
0
.
0
0
1
0
5
1
,
6
6
8
4
2
,
3
9
9
7
4
,
5
0
2
3
1
2
,
5
2
1
9
9
9
1
9
5
9
1
1
9
9
1
6
0
0
2
1
1
0
2
5
0
0
2
5
0
0
2
1
1
0
2
O
C
T
E
P
,
s
r
e
v
a
S
n
n
A
-
o
J
,
s
d
o
o
F
w
o
b
n
i
a
R
%
0
.
0
0
1
1
4
8
,
4
8
1
8
9
9
1
6
0
0
2
)
5
(
e
r
a
u
q
S
y
e
l
l
a
V
e
l
p
p
A
s
i
l
o
p
a
e
n
n
i
M
A
T
O
S
E
N
N
I
M
)
5
(
s
n
o
m
m
o
C
n
u
o
h
l
a
C
)
5
(
e
r
a
u
q
S
l
a
i
n
o
l
o
C
)
5
(
a
z
a
l
P
d
a
o
R
d
r
o
f
k
c
o
R
)
5
(
r
e
t
n
e
C
e
g
d
i
r
k
c
o
R
%
6
.
1
9
1
5
9
,
3
3
8
)
R
O
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
t
r
a
m
S
t
e
P
,
y
o
B
-
Z
-
a
L
'
s
e
o
J
r
e
d
a
r
T
%
4
.
4
9
5
5
8
,
6
8
6
0
0
2
6
0
0
2
S
T
T
E
S
U
H
C
A
S
S
A
M
s
u
g
u
a
S
t
a
s
p
o
h
S
n
o
t
s
o
B
%
5
.
7
9
1
3
9
,
4
7
6
)
N
M
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
26
n
i
e
t
S
,
s
t
r
o
p
m
I
1
r
e
i
P
,
e
r
o
t
S
s
l
o
o
P
k
c
o
d
d
a
P
,
t
e
l
t
u
O
e
o
h
S
r
e
n
g
i
s
e
D
J
&
E
,
s
s
e
n
t
i
F
e
m
T
e
f
i
L
i
.
c
n
I
,
p
o
h
S
o
r
P
s
i
n
n
e
T
&
f
l
o
G
%
6
.
3
9
—
—
y
a
w
e
f
a
S
%
4
.
1
9
y
a
w
e
f
a
S
%
2
.
9
8
3
9
2
,
3
1
1
3
3
6
,
7
0
1
5
7
2
,
8
3
2
t
r
a
M
—
—
%
0
.
1
4
0
1
7
,
5
3
%
4
.
8
8
1
1
9
,
4
9
4
—
—
—
)
t
o
p
e
D
e
m
o
H
(
,
s
k
c
u
n
h
c
S
%
3
.
7
9
s
k
c
u
n
h
c
S
%
5
.
6
9
s
k
c
u
n
h
c
S
%
0
.
0
0
1
2
5
4
,
0
6
2
6
7
,
0
7
0
3
4
,
7
6
r
a
e
w
t
o
o
F
s
u
o
m
a
F
,
s
d
o
o
G
e
m
o
H
,
x
x
a
M
J
T
'
)
s
e
w
o
L
(
,
)
t
e
g
r
a
T
(
,
t
r
a
M
-
l
a
W
%
0
.
0
0
1
3
0
7
,
9
0
2
%
0
.
9
9
7
4
3
,
8
0
4
x
a
M
e
c
i
f
f
O
,
O
C
T
E
P
r
e
t
e
e
T
s
i
r
r
a
H
%
0
.
0
0
1
O
C
T
E
P
—
—
x
i
l
b
u
P
%
7
.
7
9
x
i
l
b
u
P
%
0
.
4
9
r
e
g
o
r
K
%
2
.
2
9
1
9
0
,
0
7
0
0
8
,
3
6
7
0
8
,
7
3
1
6
0
5
,
9
0
1
0
0
0
2
9
9
9
1
6
9
9
1
0
0
0
2
2
0
0
2
5
0
0
2
6
9
9
1
0
0
0
2
8
9
9
1
6
0
0
2
8
8
9
1
7
9
9
1
3
0
0
2
1
0
0
2
9
9
9
1
3
0
0
2
7
0
0
2
7
0
0
2
7
0
0
2
7
0
0
2
7
9
9
1
6
0
0
2
0
0
0
2
7
9
9
1
d
r
e
k
c
E
—
%
0
.
0
0
1
8
0
9
,
0
1
8
9
9
1
8
9
9
1
)
5
(
e
c
a
l
p
t
e
k
r
a
M
y
e
l
l
a
V
m
l
a
P
e
c
a
l
p
t
e
k
r
a
M
m
e
h
t
n
A
a
n
o
z
i
r
A
t
a
s
p
o
h
S
g
n
i
s
s
o
r
C
a
m
P
i
A
N
O
Z
I
R
A
x
i
n
e
o
h
P
)
Z
A
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
a
z
a
l
P
d
o
o
w
t
n
e
r
B
n
o
t
e
g
d
i
r
B
s
i
u
o
L
.
t
S
s
n
o
m
m
o
C
d
o
o
w
k
r
i
K
g
n
i
s
s
o
r
C
e
n
n
e
d
r
a
D
I
R
U
O
S
S
I
M
)
O
M
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
e
n
o
t
s
d
l
e
i
F
e
g
a
l
l
i
V
h
t
e
p
r
a
H
E
E
S
S
E
N
N
E
T
e
l
l
i
v
h
s
a
N
e
g
a
l
l
i
V
e
k
a
l
h
t
r
o
N
e
g
a
l
l
i
V
e
e
r
t
r
a
e
P
r
e
t
n
e
C
n
o
n
a
b
e
L
e
e
s
s
e
n
n
e
T
r
e
h
t
O
n
T
n
o
s
k
c
i
D
%
8
.
4
9
4
6
8
,
5
0
5
)
A
M
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
%
9
.
5
9
2
1
1
,
2
9
3
)
N
T
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
A
N
I
L
O
R
A
C
H
T
U
O
S
n
o
t
s
e
l
r
a
h
C
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
e
g
a
r
o
t
S
e
c
a
p
S
a
r
t
x
E
,
m
y
G
s
d
l
o
G
'
,
e
e
r
T
r
a
l
l
o
D
,
n
o
i
h
s
a
F
G
&
K
,
d
i
A
e
t
i
R
s
'
l
l
a
h
s
r
a
M
'
,
s
w
a
h
S
%
6
.
4
9
2
4
2
,
0
7
2
4
0
0
2
6
0
0
2
—
n
o
t
g
n
i
l
r
u
B
,
p
o
h
S
&
p
o
t
S
y
r
o
t
c
a
F
t
a
o
C
%
4
.
5
9
7
6
7
,
8
4
1
8
8
9
1
6
0
0
2
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
a
z
a
l
P
y
t
i
C
n
i
w
T
)
5
(
a
z
a
l
P
y
a
w
d
e
e
p
S
27
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
s
n
e
e
r
g
l
a
W
—
—
—
—
—
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
x
i
l
b
u
P
%
0
.
7
9
x
i
l
b
u
P
%
9
.
3
9
—
%
0
.
0
0
1
9
4
6
,
9
7
0
2
8
,
4
1
3
3
3
,
2
8
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
7
9
9
1
6
0
0
2
3
9
9
1
7
9
9
1
6
0
0
2
8
9
9
1
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
x
i
l
b
u
P
%
0
.
0
0
1
9
5
3
,
4
6
3
0
0
2
2
0
0
2
x
i
l
b
u
P
%
0
.
0
0
1
o
L
-
i
B
%
7
.
4
9
1
0
6
,
9
5
1
8
8
,
9
5
6
0
0
2
9
9
9
1
6
0
0
2
7
0
0
2
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
h
g
u
o
r
o
b
s
n
e
e
u
Q
)
5
(
e
g
a
l
l
i
V
s
t
n
a
h
c
r
e
M
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
g
r
u
b
e
g
n
a
r
O
)
5
(
s
n
o
m
m
o
C
h
c
a
e
B
e
d
i
s
f
r
u
S
a
n
i
l
o
r
a
C
h
t
u
o
S
r
e
h
t
O
e
g
a
l
l
i
V
r
e
t
l
a
w
k
c
u
B
)
5
(
g
n
i
d
n
a
L
y
a
r
r
u
M
a
i
b
m
u
l
o
C
s
U
"
R
"
s
e
l
p
a
t
S
,
s
s
e
L
r
o
F
s
s
e
r
D
s
s
o
R
,
t
r
a
m
S
t
e
P
,
s
l
e
a
h
c
i
M
s
y
o
T
,
t
o
p
e
D
e
m
o
H
,
)
t
e
g
r
a
T
(
%
1
.
1
9
7
0
9
,
0
3
3
7
0
0
2
7
0
0
2
r
e
t
n
e
C
n
w
o
T
s
g
n
i
r
p
S
r
e
e
D
%
1
.
1
9
7
0
9
,
0
3
3
)
V
N
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
%
1
.
7
9
3
4
6
,
0
6
3
)
C
S
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
s
a
g
e
V
s
a
L
a
d
a
v
e
N
e
e
r
T
r
a
l
l
o
D
,
t
e
l
t
u
O
d
r
a
C
y
r
o
t
c
a
F
,
m
y
G
s
d
l
o
G
e
e
r
T
r
a
l
l
o
D
,
s
l
o
o
T
t
h
g
i
e
r
F
r
o
b
r
a
H
e
v
a
S
'
N
'
k
c
i
P
%
4
.
8
9
y
l
g
g
i
W
y
l
g
g
i
P
%
4
.
5
9
1
2
4
,
3
3
1
7
2
8
,
5
3
1
9
8
9
1
8
8
9
1
5
0
0
2
5
0
0
2
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
a
u
q
S
l
l
a
n
t
i
h
W
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
r
t
n
e
C
e
n
i
c
a
R
N
I
S
N
O
C
S
I
W
%
5
.
5
9
7
4
7
,
9
0
3
)
E
D
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
—
—
x
i
l
b
u
P
%
2
.
6
8
x
i
l
b
u
P
%
6
.
1
7
0
4
7
,
4
8
6
6
4
,
8
1
1
8
0
0
2
3
0
0
2
8
0
0
2
2
0
0
2
)
5
(
r
e
t
n
e
C
p
o
h
S
e
g
a
l
l
i
V
e
l
a
d
y
e
l
l
a
V
e
g
a
l
l
i
V
e
p
o
h
r
i
a
F
t
a
s
e
p
p
o
h
S
%
9
.
6
9
8
4
2
,
9
6
2
)
I
W
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
A
M
A
B
A
L
A
d
r
e
k
c
E
—
%
0
.
0
0
1
8
0
9
,
0
1
0
0
0
2
0
0
0
2
d
i
A
e
t
i
R
d
i
A
e
t
i
R
t
r
a
M
K
-
,
s
t
e
k
r
a
M
e
m
c
A
%
0
.
4
9
—
%
0
.
0
0
1
1
3
0
,
2
3
2
8
0
8
,
6
6
1
8
9
1
1
7
9
1
8
9
9
1
5
0
0
2
E
D
,
r
e
v
o
D
-
k
a
O
e
t
i
h
W
r
e
v
o
D
)
5
(
n
y
l
y
a
r
G
f
o
s
e
p
p
o
h
S
n
o
t
g
n
i
m
l
i
W
k
e
e
r
C
e
k
i
P
E
R
A
W
A
L
E
D
28
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
y
t
i
C
y
t
r
a
P
—
—
—
'
s
e
o
J
r
e
d
a
r
T
%
3
.
4
9
)
r
e
g
o
r
K
(
%
5
.
0
9
3
2
9
,
5
8
1
6
9
,
2
5
)
s
'
l
h
o
K
(
%
6
.
8
8
)
s
d
r
a
n
e
M
(
%
0
.
0
0
1
4
2
9
,
1
1
3
3
5
,
4
1
)
r
e
t
n
e
c
r
e
p
u
S
t
r
a
M
—
-
l
a
W
(
,
)
n
i
a
t
n
u
o
M
r
e
d
n
a
G
(
%
1
.
5
8
8
2
0
,
8
2
4
0
0
2
7
8
9
1
1
0
0
2
6
0
0
2
6
0
0
2
4
0
0
2
5
0
0
2
5
0
0
2
6
0
0
2
6
0
0
2
%
7
.
7
7
6
0
2
,
3
0
2
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
)
L
A
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
t
s
e
W
e
k
a
L
w
o
l
l
i
W
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
k
a
L
w
o
l
l
i
W
s
g
n
i
r
p
S
d
o
o
w
n
e
e
r
G
s
i
l
o
p
a
n
a
i
d
n
I
A
N
A
I
D
N
I
g
n
i
s
s
o
r
C
t
r
o
p
r
i
A
r
e
t
n
e
C
a
t
s
u
g
u
A
a
n
a
i
d
n
I
r
e
h
t
O
s
t
r
o
p
m
I
1
r
e
i
P
,
t
o
p
e
D
e
c
i
f
f
O
,
y
v
a
N
d
l
O
,
y
u
B
t
s
e
B
,
s
U
"
R
"
s
y
o
T
'
s
e
o
J
r
e
d
a
r
T
%
8
.
9
9
5
6
8
,
9
7
1
2
6
9
1
5
0
0
2
T
U
C
I
T
C
E
N
N
O
C
)
5
(
r
e
n
r
o
C
s
n
i
b
r
o
C
'
%
3
.
1
9
9
6
3
,
3
9
1
)
N
I
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
S
V
C
—
s
t
e
k
r
a
M
e
m
c
A
%
7
.
7
8
e
t
i
R
p
o
h
S
%
2
.
7
9
1
9
8
,
3
0
1
0
4
6
,
2
5
0
9
9
1
5
8
9
1
5
0
0
2
5
0
0
2
)
5
(
s
n
o
m
m
o
C
n
o
d
d
a
H
)
5
(
e
r
a
u
q
S
a
z
a
l
P
Y
E
S
R
E
J
W
E
N
O
C
T
E
P
s
s
e
n
t
i
F
A
L
,
s
d
o
o
F
e
l
o
h
W
%
0
.
0
0
1
2
8
3
,
1
4
1
8
0
0
2
2
1
0
2
)
5
(
s
n
o
m
m
o
C
e
v
o
r
G
e
k
a
L
K
R
O
Y
W
E
N
%
0
.
0
0
1
2
8
3
,
1
4
1
)
Y
N
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
%
0
.
4
9
1
3
5
,
6
5
1
)
J
N
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
%
8
.
9
9
5
6
8
,
9
7
1
)
T
C
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
s
l
e
a
h
c
i
M
—
)
t
r
a
M
-
l
a
W
(
%
7
.
6
8
—
%
7
.
4
3
9
4
0
,
1
2
4
2
2
,
7
9
6
0
0
2
9
9
9
1
6
0
0
2
9
9
9
1
g
n
i
s
s
o
r
C
t
e
e
r
t
S
e
t
a
t
S
e
c
a
l
p
t
e
k
r
a
M
n
o
t
n
e
F
N
A
G
I
H
C
I
M
%
9
.
3
4
3
7
2
,
8
1
1
)
I
M
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
29
s
g
n
i
d
l
o
h
y
t
r
e
p
o
r
p
e
h
t
s
a
T
E
R
B
f
o
s
e
i
t
r
e
p
o
r
p
e
h
t
s
e
d
u
l
c
x
e
d
n
a
)
"
o
i
l
o
f
t
r
o
P
d
e
n
i
b
m
o
C
"
(
s
e
i
t
r
e
p
o
r
P
d
e
t
a
d
i
l
o
s
n
o
c
n
U
d
n
a
d
e
t
a
d
i
l
o
s
n
o
C
s
y
c
n
e
g
e
R
h
t
o
b
'
s
e
d
u
l
c
n
i
e
l
b
a
t
s
i
h
T
)
1
(
t
n
e
m
t
s
e
v
n
i
k
c
o
t
s
d
e
r
r
e
f
e
r
p
'
s
y
c
n
e
g
e
R
n
o
n
r
u
t
e
r
f
o
e
t
a
r
e
h
t
t
c
a
p
m
i
t
o
n
o
d
T
E
R
B
f
o
o
w
t
t
s
a
e
l
t
a
r
o
f
n
e
p
o
n
e
e
b
t
e
y
t
o
n
s
a
h
r
o
h
c
n
a
e
h
t
d
n
a
e
t
e
l
p
m
o
c
o
t
s
t
s
o
c
d
e
t
c
e
p
x
e
e
h
t
f
o
%
0
9
t
s
a
e
l
t
a
d
e
r
r
u
c
n
i
t
e
y
t
o
n
s
a
h
y
n
a
p
m
o
C
e
h
t
e
r
e
h
w
s
e
i
t
r
e
p
o
r
p
s
e
d
u
l
c
n
I
.
n
o
i
t
a
v
o
n
e
r
t
s
e
t
a
l
r
O
)
2
(
)
3
(
r
o
f
%
8
.
4
9
e
b
d
l
u
o
w
d
e
s
a
e
l
e
g
a
t
n
e
c
r
e
p
l
a
t
o
t
e
h
t
,
d
e
d
u
l
c
x
e
e
r
a
s
e
i
t
r
e
p
o
r
p
t
n
e
m
p
o
l
e
v
e
d
f
I
.
)
"
t
n
e
m
p
o
l
e
v
e
d
n
i
s
e
i
t
r
e
p
o
r
p
"
r
o
"
s
e
i
t
r
e
p
o
r
p
t
n
e
m
p
o
l
e
v
e
d
"
(
s
r
a
e
y
r
a
d
n
e
l
a
c
.
s
r
e
t
n
e
c
g
n
i
p
p
o
h
s
f
o
o
i
l
o
f
t
r
o
P
d
e
n
i
b
m
o
C
s
y
n
a
p
m
o
C
'
S
V
C
—
'
s
e
o
J
r
e
d
a
r
T
%
0
.
0
0
1
—
%
0
.
0
0
1
2
1
8
,
2
2
5
3
8
,
6
1
6
0
0
2
0
3
9
1
6
0
0
2
5
0
0
2
)
5
(
r
e
t
n
e
C
g
n
i
p
p
o
h
S
y
e
l
l
a
V
g
n
i
r
p
S
)
5
(
a
i
b
m
u
l
o
C
e
h
T
t
a
s
p
o
h
S
A
I
B
M
U
L
O
C
F
O
T
C
I
R
T
S
I
D
—
)
r
e
g
o
r
K
(
%
0
.
0
0
1
6
8
1
,
3
2
7
0
0
2
7
0
0
2
r
e
t
n
e
C
e
n
w
o
T
n
o
t
l
a
W
%
0
.
0
0
1
6
8
1
,
3
2
)
Y
K
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
%
0
.
0
0
1
7
4
6
,
9
3
)
C
D
(
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
t
b
u
S
Y
K
C
U
T
N
E
K
%
6
.
4
9
9
7
3
,
3
9
2
,
0
4
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
/
l
a
t
o
T
.
t
s
e
r
e
t
n
i
g
n
i
t
o
v
a
s
a
h
r
o
r
e
n
t
r
a
p
l
a
r
e
n
e
g
e
h
t
s
i
e
t
a
i
l
i
f
f
a
n
a
r
o
P
L
C
R
h
c
i
h
w
n
i
s
r
o
t
s
e
v
n
i
e
d
i
s
t
u
o
h
t
i
w
p
i
h
s
r
e
n
t
r
a
p
t
n
e
m
t
s
e
v
n
i
-
o
c
a
y
b
d
e
n
w
O
.
s
e
s
e
h
t
n
e
r
a
p
y
b
d
e
t
a
c
i
d
n
i
s
i
p
i
h
s
r
e
n
w
o
o
n
s
a
h
y
n
a
p
m
o
C
e
h
t
h
c
i
h
w
n
i
d
n
a
r
e
t
n
e
c
g
n
i
p
p
o
h
s
'
s
y
n
a
p
m
o
C
e
h
t
s
t
r
o
p
p
u
s
t
a
h
t
r
e
l
i
a
t
e
r
A
.
t
n
e
m
p
o
l
e
v
e
d
n
i
y
t
r
e
p
o
r
P
)
4
(
)
5
(
)
6
(
t
F
q
S
0
0
0
,
0
1
>
s
r
o
h
c
n
A
r
o
i
n
u
J
r
e
h
t
O
&
s
e
r
o
t
S
g
u
r
D
)
s
(
t
n
a
n
e
T
r
o
j
a
M
&
r
e
c
o
r
G
)
6
(
t
F
q
S
0
0
0
,
0
4
>
)
3
(
t
n
e
c
r
e
P
d
e
s
a
e
L
s
s
o
r
G
e
l
b
a
s
a
e
L
a
e
r
A
)
A
L
G
(
)
2
(
r
a
e
Y
-
n
o
C
d
e
t
c
u
r
t
s
r
a
e
Y
d
e
r
i
u
q
c
A
)
1
(
e
m
a
N
y
t
r
e
p
o
r
P
30
Item 3. Legal Proceedings
We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently
involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our
judgment based on information currently available to us, have a material adverse effect on our financial position or results of
operations.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Our common stock (NYSE: REG) is traded on the New York Stock Exchange. The following table sets forth the high
and low sales prices and the cash dividends declared on our common stock by quarter for 2012 and 2011.
Quarter
Ended
March 31
June 30
September 30
December 31
$
High
Price
44.78
47.99
51.38
50.40
2012
Low
Price
Cash
Dividends
Declared
40.90
41.65
45.81
36.30
0.4625
$
0.4625
0.4625
0.4625
2011
Low
Price
Cash
Dividends
Declared
0.4625
0.4625
0.4625
0.4625
40.90
41.00
34.11
32.30
High
Price
45.36
47.51
47.90
41.64
The Company has determined that the dividends paid during 2012 and 2011 on our common stock qualify for the
following tax treatment:
Total
Distribution
per Share
Ordinary
Dividends
Total Capital
Gain
Distributions
Nontaxable
Distributions
2012 $
2011 $
1.8500
1.8500
1.3135
0.6105
0.0185
0.0185
0.5180
1.2210
As of February 22, 2013, there were approximately 15,000 holders of common equity.
We intend to pay regular quarterly distributions to Regency Centers Corporations' common stockholders. Future
distributions will be declared and paid at the discretion of our Board of Directors, and will depend upon cash generated by
operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of
the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to
maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to
make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under
certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available
for distributions in order to meet such requirements. The Company has a dividend reinvestment plan under which shareholders
may elect to reinvest their dividends automatically in common stock. Under the plan, the Company may elect to purchase
common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.
Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to
stockholders except to the extent necessary to maintain our REIT status.
There were no unregistered sales of equity securities during the quarter ended December 31, 2012. The Company did
not repurchase any of its equity securities during the quarter-ended December 31, 2012.
31
The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index
and the FTSE NAREIT Equity REIT Index since December 31, 2007. The stock performance graph should not be deemed filed
or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.
32
Item 6. Selected Financial Data
(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)
The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended
December 31, 2012. This historical Selected Financial Data has been derived from the audited consolidated financial statements
as reclassified for discontinued operations. This information should be read in conjunction with the consolidated financial
statements of Regency Centers Corporation and Regency Centers, L.P. (including the related notes thereto) and Management's
Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.
2012
2011
2010
2009
2008
Parent Company
Operating Data:
Revenues
Operating expenses
Other expense
(Loss) Income before equity in income (loss) of investments in
real estate partnerships
Equity in income (loss) of investments in real estate partnerships
Income (loss) from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income (loss) from continuing operations
Income from discontinued operations
Income (loss) before gain on sale of real estate
Gain on sale of real estate
Net income (loss)
Net income attributable to noncontrolling interests
Net income (loss) attributable to the Company
Preferred stock dividends
Net (loss) income attributable to common stockholders
Funds from operations (1)
Core funds from operations (1)
Income per Common Share - diluted:
(Loss) income from continuing operations
Income from discontinued operations
Net (loss) income attributable to common stockholders
Other Information:
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash used in financing activities
Distributions paid to common stockholders
Common dividends declared per share
Common stock outstanding including exchangeable operating
partnership units
Ratio of earnings to fixed charges (3)
$
$
$
$
496,920
321,258
185,740
(10,078)
23,807
13,729
13,224
505
23,546
24,051
2,158
26,209
(342)
25,867
(32,531)
(6,664)
222,100
230,937
(0.34)
0.26
(0.08)
493,098
318,128
136,275
38,695
9,643
48,338
2,994
45,344
8,040
53,384
2,404
55,788
(4,418)
51,370
(19,675)
31,695
220,318
213,148
0.26
0.09
0.35
257,215
3,623
217,633
(77,723)
(249,891)
(145,569)
164,747
160,478
1.85
1.85
90,572
1.1
90,099
1.4
Balance Sheet Data:
Real estate investments before accumulated depreciation
$
4,352,839
Total assets
Total debt
Total liabilities
Stockholders' equity
Noncontrolling interests
3,853,458
1,941,891
2,107,547
1,730,765
15,146
4,488,794
3,987,071
1,982,440
2,117,417
1,808,355
61,299
468,191
306,100
147,434
14,657
(12,884)
1,773
(1,333)
3,106
8,902
12,008
993
13,001
(4,185)
8,816
(19,675)
(10,859)
470,593
294,802
210,085
(34,294)
(26,373)
(60,667)
1,883
(62,550)
14,157
(48,393)
19,357
(29,036)
(3,961)
(32,997)
(19,675)
(52,672)
151,321
199,357
85,758
207,971
(0.25)
0.11
(0.14)
(0.89)
0.19
(0.70)
138,459
(184,457)
(32,797)
149,117
1.85
81,717
1.2
4,417,746
3,994,539
2,094,469
2,250,137
1,685,177
59,225
195,804
51,545
(164,279)
159,670
2.11
81,670
0.8 (2)
4,259,990
3,992,228
1,886,380
2,061,621
1,862,380
68,227
479,467
258,789
117,061
103,617
5,292
108,909
(1,600)
110,509
16,629
127,138
20,346
147,484
(5,333)
142,151
(19,675)
122,476
263,848
240,449
1.52
0.24
1.76
211,314
(105,006)
(105,144)
199,528
2.90
70,091
1.6
4,425,895
4,158,568
2,135,571
2,416,824
1,676,323
65,421
(1) 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. Core FFO represents FFO, excluding, but not limited to, transaction income or expense, gains or losses from the
early extinguishment of debt, development and outparcel gains or losses and other non-core items. See Supplemental Earnings Information within Item 7 for additional information
and a reconciliation to the nearest GAAP measure.
(2) The Company's ratio of earnings to fixed charges was deficient in 2009 by $26.2 million in earnings, due to significant non-cash charges for impairment of real estate investments
of $97.5 million.
(3) See Exhibit 12.1 for additional information regarding the computation of ratio of earnings to fixed charges.
33
2012
2011
2010
2009
2008
Operating Partnership
Operating Data:
Revenues
Operating expenses
Other expense
(Loss) income before equity in income (loss) of investments in
real estate partnerships
Equity in income (loss) of investments in real estate partnerships
Income (loss) from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income (loss) from continuing operations
Income from discontinued operations
Income (loss) before gain on sale of real estate
Gain on sale of real estate
Net income (loss)
Net income attributable to noncontrolling interests
Net income (loss) attributable to the Partnership
Preferred unit distributions
Net (loss) income attributable to common unit holders
Funds from operations (1)
Core funds from operations (1)
Income per common unit - diluted:
(Loss) income from continuing operations
Income from discontinued operations
Net (loss) income attributable to common unit holders
Other Information:
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash used in financing activities
Distributions paid on common units
Ratio of earnings to fixed charges (3)
Balance Sheet Data:
$
$
$
$
496,920
321,258
185,740
(10,078)
23,807
13,729
13,224
505
23,546
24,051
2,158
26,209
(865)
25,344
(31,902)
(6,558)
222,100
230,937
(0.34)
0.26
(0.08)
493,098
318,128
136,275
38,695
9,643
48,338
2,994
45,344
8,040
53,384
2,404
55,788
(590)
55,198
(23,400)
31,798
220,318
213,148
0.26
0.09
0.35
257,215
3,623
217,633
(77,723)
(249,891)
(145,569)
164,747
160,478
1.1
1.4
Real estate investments before accumulated depreciation
$
4,352,839
Total assets
Total debt
Total liabilities
Partners' capital
Noncontrolling interests
3,853,458
1,941,891
2,107,547
1,729,612
16,299
4,488,794
3,987,071
1,982,440
2,117,417
1,856,550
13,104
468,191
306,100
147,434
14,657
(12,884)
1,773
(1,333)
3,106
8,902
12,008
993
13,001
(376)
12,625
(23,400)
(10,775)
151,321
199,357
(0.25)
0.11
(0.14)
138,459
(184,457)
(32,797)
149,117
1.2
4,417,746
3,994,539
2,094,469
2,250,137
1,733,573
10,829
470,593
294,802
210,085
(34,294)
(26,373)
(60,667)
1,883
(62,550)
14,157
(48,393)
19,357
(29,036)
(452)
(29,488)
(23,400)
(52,888)
85,758
207,971
(0.89)
0.19
(0.70)
195,804
51,545
(164,279)
159,670
0.8 (2)
4,259,990
3,992,228
1,886,380
2,061,621
1,918,859
11,748
479,467
258,789
117,061
103,617
5,292
108,909
(1,600)
110,509
16,629
127,138
20,346
147,484
(701)
146,783
(23,400)
123,383
263,848
240,449
1.52
0.24
1.76
211,314
(105,006)
(105,144)
199,528
1.6
4,425,895
4,158,568
2,135,571
2,416,824
1,733,764
7,980
(1) 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. Core FFO represents FFO, excluding, but not limited to, transaction income or expense, gains or losses from the
early extinguishment of debt, development and outparcel gains or losses and other non-core items. See Supplemental Earnings Information within Item 7 for additional information
and a reconciliation to the nearest GAAP measure.
(2) The Company's ratio of earnings to fixed charges was deficient in 2009 by $26.2 million in earnings, due to significant non-cash charges for impairment of real estate investments
of $97.5 million.
(3) See Exhibit 12.1 for additional information regarding the computation of ratio of earnings to fixed charges.
34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Regency Centers Corporation began its operations as a REIT in 1993 and is the managing general partner in Regency
Centers, L.P. We endeavor to be the preeminent, best-in-class national shopping center company distinguished by sustaining
growth in shareholder value and compounding total shareholder return in excess of our peers. We work to achieve these goals
through reliable growth in net operating income from a portfolio of dominant, infill shopping centers, balance sheet strength,
value-added development capabilities and an engaged team of talented and dedicated people. All of our operating, investing,
and financing activities are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its
investments in real estate partnerships with third parties (also referred to as "co-investment partnerships" or "joint ventures").
The Parent Company currently owns approximately 99.8% of the outstanding common partnership units of the Operating
Partnership.
At December 31, 2012, we directly owned 204 shopping centers (the “Consolidated Properties”) located in 24 states
representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial
ownership interests in 144 shopping centers (the “Unconsolidated Properties”) located in 24 states and the District of Columbia
representing 17.8 million square feet of GLA.
We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail
anchors, restaurants, side-shop retailers, and service providers, as well as by ground leasing or selling building pads ("out-
parcels") to these same types of tenants. We experience growth in revenues by increasing occupancy and rental rates in our
existing shopping centers and by acquiring and developing new shopping centers. At December 31, 2012, the consolidated
shopping centers were 94.1% leased, as compared to 92.2% at December 31, 2011.
We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those
tenants operating retail formats that are experiencing significant changes in competition, business practice, and store closings in
other locations. We also evaluate consumer preferences, shopping behaviors, and demographics to anticipate both challenges
and opportunities in the changing retail industry that may affect our tenants.
We grow our shopping center portfolio through acquisitions of operating centers and new shopping center
development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in
value-added new developments and redevelopments of existing centers. Development is customer driven, meaning we
generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our
anchors and retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our
invested capital. This development process typically requires two to three years once construction has commenced, but can
vary subject to the size and complexity of the project. We fund our acquisition and development activity from various capital
sources including property sales, equity offerings, and new debt.
Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, as well as
the opportunity to earn fees for asset management, property management, and other investing and financing services. As asset
manager, we are engaged by our partners to apply similar operating, investment and capital strategies to the portfolios owned
by the co-investment partnerships as those applied to the portfolio that we wholly-own. Co-investment partnerships grow their
shopping center investments through acquisitions from third parties or direct purchases from us. Although selling properties to
co-investment partnerships reduces our direct ownership interest, it provides a source of capital that further strengthens our
balance sheet while we continue to share, to the extent of our ownership interest, in the risks and rewards of shopping centers
that meet our high quality standards and long-term investment strategy.
Critical Accounting Policies and Estimates
Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The
preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities at
a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting
estimates are based upon, but not limited to, our judgments about historical results, current economic activity, and industry
accounting standards. They are considered to be critical because of their significance to the financial statements and the possibility
that future events may differ from those judgments, or that the use of different assumptions could result in materially different
estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize
could differ from such estimates.
35
Accounts Receivable
Minimum rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and
real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have
accounts receivable due from tenants. We are subject to tenant defaults and bankruptcies that may affect the collection of outstanding
receivables. To address the collectability of these receivables, we analyze historical write-off experience, tenant credit-worthiness
and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. Although we estimate
uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
Real Estate Investments
Acquisition of Real Estate Investments
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets
(consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities
(consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt, and any noncontrolling
interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based
on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined
based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date,
information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate
adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated
with business combinations in the period incurred.
We strategically invest in entities that own, manage, acquire, develop and redevelop operating properties. We analyze
our investments in real estate partnerships in order to determine whether the entity should be consolidated. If it is determined that
these investments do not require consolidation because the entities are not variable interest entities (“VIEs”), we are not considered
the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the limited partners (or non-
managing members) have substantive participatory rights, then the selection of the accounting method used to account for our
investments in real estate partnerships is generally determined by our voting interests and the degree of influence we have over
the entity. Management uses its judgment when making these determinations. We use the equity method of accounting for
investments in real estate partnerships when we own 20% or more of the voting interests and have significant influence but do
not have a controlling financial interest, or if we own less than 20% of the voting interests but have determined that we have
significant influence. Under the equity method, we record our investments in and advances to these entities in our consolidated
balance sheets, and our proportionate share of earnings or losses earned by the joint venture is recognized in equity in income
(loss) of investments in real estate partnerships in our consolidated statements of operations.
Development of Real Estate Assets and Cost Capitalization
We capitalize the acquisition of land, the construction of buildings and other specifically identifiable development costs
incurred by recording them into properties in development in our accompanying Consolidated Balance Sheets. Once a development
property is substantially complete and held available for occupancy, costs are no longer capitalized. Other specifically identifiable
development costs include pre-development costs essential to the development process, as well as, interest, real estate taxes, and
direct employee costs incurred during the development period. Pre-development costs are incurred prior to land acquisition during
the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the
feasibility of developing a shopping center. At December 31, 2012 and 2011, the Company had capitalized pre-development costs
of $3.5 million and $2.1 million, respectively, of which $2.3 million and $1.0 million, respectively, were refundable deposits. If
we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all
related capitalized pre-development costs not considered recoverable. During the years ended December 31, 2012, 2011, and
2010, we expensed pre-development costs of approximately $1.5 million, $241,000, and $520,000, respectively, recorded in other
expenses in the accompanying Consolidated Statements of Operations. Interest costs are capitalized into each development project
based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest
cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of
tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after substantial completion
of the building shell. During the years ended December 31, 2012, 2011, and 2010, we capitalized interest of $3.7 million, $1.5
million, and $5.1 million, respectively, on our development projects. We have a staff of employees who directly support our
development program. All direct internal costs attributable to these development activities are capitalized as part of each
development project. During the years ended December 31, 2012, 2011, and 2010, we capitalized $10.3 million, $5.5 million,
and $2.7 million, respectively, of direct internal costs incurred to support our development program. The capitalization of costs
is directly related to the actual level of development activity occurring.
36
Valuation of Real Estate Investments
We evaluate whether there are any indicators that have occurred, including property operating performance and general
market conditions, that would result in us determining that the carrying value of our real estate properties (including any related
amortizable intangible assets or liabilities) may not be recoverable. If such indicators occur, we compare the current carrying
value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of
the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements,
leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit
capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the
actual gain or loss recognized upon ultimate sale in an arms length transaction. If the carrying value of the asset exceeds the
estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. Changes
in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in
an impairment loss and such loss could be material to the Company's financial condition or operating performance.
We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including underlying
property operating performance and general market conditions, that the value of our investments in real estate partnerships may
be impaired. An investment in a real estate partnerships is considered impaired only if we determine that its fair value is less than
the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projections
for the investments consider property level factors such as expected future operating income, trends and prospects, as well as the
effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value
of our investment is other-than-temporary. These factors include the age of the real estate partnerships, our intent and ability to
retain our investment in the entity, the financial condition and long-term prospects of the entity and relationships with our partners
and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment charge is recorded. If our
analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate partnerships,
the carrying value of the investment will be adjusted to an amount that reflects the estimated fair value of the investment.
The fair value of real estate investments is highly subjective and is determined through comparable sales information
and other market data if available, or through use of an income approach such as the direct capitalization or the traditional discounted
cash flow methods. Such cash flow projections consider factors such as expected future operating income, trends and prospects,
as well as the effects of demand, competition and other factors, and therefore are subject to a significant degree of management
judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped
land, we generally use market data and comparable sales information.
Recent Accounting Pronouncements
See Note 1 to Consolidated Financial Statements.
Shopping Center Portfolio
The following table summarizes general information related to the Consolidated Properties in our shopping center
portfolio (GLA in thousands):
Number of Properties
Properties in Development
Gross Leasable Area
% Leased – Operating and Development
% Leased – Operating
December 31,
2012
December 31,
2011
204
4
22,532
94.1%
94.4%
217
7
23,750
92.2%
93.2%
The following table summarizes general information related to the Unconsolidated Properties owned in co-investment
partnerships in our shopping center portfolio, excluding the properties held by BRET (GLA in thousands):
Number of Properties
Gross Leasable Area
% Leased – Operating
December 31,
2012
December 31,
2011
144
17,762
95.2%
147
18,399
94.8%
We seek to reduce our operating and leasing risks through geographic diversification, avoiding dependence on any
single property, market, or tenant, and owning a portion of our shopping centers through co-investment partnerships.
37
The following table summarizes leasing activity for the year ended December 31, 2012, including Regency's pro-rata
share of activity within the portfolio of our co-investment partnerships, except for the BRET portfolio:
Leasing
Transactions
GLA (in
thousands)
Base Rent / SF
Tenant
Improvements /
SF
Leasing
Commissions /
SF
New leases
Renewals
Total
695
1,105
1,800
2,143
2,967
5,110
$19.68
$18.27
$18.86
$4.33
$0.32
$2.00
$7.70
$2.15
$4.48
The following table summarizes our four most significant tenants, each of which is a grocery retailer, occupying our
shopping centers at December 31, 2012:
Grocery Anchor
Kroger
Publix
Number of
Stores (1)
47
54
Percentage of
Company-
owned GLA (2)
7.0%
6.9%
Percentage of
Annualized
Base Rent (2)
4.3%
4.2%
Safeway
Supervalu (3)
(1) Includes stores owned by grocery anchors that are attached to our centers.
(2) Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors and the properties of
BRET.
2.7%
3.3%
2.1%
5.4%
51
26
(3) On January 10, 2013, SUPERVALU announced that it had entered into an agreement to sell its four largest grocery chains to an
investor consortium. We will continue to closely monitor the pending sale and the impact, if any, on its shopping centers.
Although base rent is supported by long-term lease contracts, tenants who file bankruptcy may have the legal right to
reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our
shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. We
monitor industry trends and sales data to help us identify declines in retail categories or tenants who might be experiencing
financial difficulties as a result of slowing sales, lack of credit, changes in retail formats or increased competition. As a result of
our findings, we may reduce new leasing, suspend leasing, or curtail the allowance for the construction of leasehold
improvements within a certain retail category or to a specific retailer.
We monitor the financial condition of our tenants. We communicate often with those tenants who have announced
store closings or filed bankruptcy. We are not currently aware of the pending bankruptcy or announced store closings of any
tenants in our shopping centers that would individually cause a material reduction in our revenues, and no tenant represents
more than 5% of our total annualized base rent on a pro-rata basis.
Liquidity and Capital Resources
Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating
Partnership. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and
will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership
units. All debt is issued by our Operating Partnership or by our co-investment partnerships. On December 31, 2012, our cash
balance was $22.3 million. We have an $800.0 million Line of Credit commitment (the "Line"), which matures in September
2016, that had an outstanding balance of $70.0 million at December 31, 2012 with remaining available borrowings of $730.0
million. As of December 31, 2012, we had the capacity to issue $128.0 million in common stock under various equity
distribution agreements.
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company
for the years ended December 31, 2012, 2011, and 2010 (in thousands):
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
2012
2011
2010
$
$
257,215
3,623
(249,891)
10,947
217,633
(77,723)
(145,569)
(5,659)
138,459
(184,457)
(32,797)
(78,795)
38
Net cash provided by operating activities:
Net cash provided by operating activities increased by $39.6 million for the year ended December 31, 2012 as
compared to the year ended December 31, 2011 due primarily to increased operating income, driven by higher occupancy, a
decrease in interest expense, and timing of cash receipts and payments.
Our dividend distribution policy is set by our Board of Directors who monitor our financial position. Our Board of
Directors recently declared our quarterly dividend of $0.4625 per share, paid on February 27, 2013. Our dividend has remained
unchanged since May 2009 and future dividends will be declared at the discretion of our Board of Directors and will be subject
to capital requirements and availability. We plan to continue paying an aggregate amount of distributions to our stock and unit
holders that, at a minimum, meet the requirements to continue qualifying as a REIT for Federal income tax purposes. We
operate our business such that we expect net cash provided by operating activities will provide the necessary funds to pay our
distributions to our share and unit holders, which were $188.4 million and $183.9 million for the years ended December 31,
2012 and 2011, respectively.
Net cash provided by (used in) investing activities:
Net cash provided by investing activities increased by $81.3 million for the year ended December 31, 2012, as
compared to the year ended December 31, 2011. Significant investing activity during the year ended December 31, 2012
included:
• Receiving proceeds of $352.7 million from the sale of real estate including $273.5 million from the sale of a 15-
property portfolio to a partnership in which Regency retained a non-controlling interest;
• Contributing $14.2 million to a co-investment partnership for our pro rata ownership interest in Lake Grove
Commons, a shopping center acquired in January 2012;
• Contributing $37.6 million to a co-investment partnership for our pro rata share to repay maturing debt;
• Contributing $6.6 million to a co-investment partnership for our pro rata share of redevelopment costs;
• Contributing $1.7 million to a new co-investment partnership for our pro rata share of the acquisition of land;
• Contributing $6.2 million to a new co-investment partnership for our pro rata ownership interest in Phillips Place, a
shopping center acquired in December 2012; and
• Capital expenditures incurred for the acquisition, development, redevelopment, improvement and leasing of our real
estate properties was $320.6 million and $152.7 million for the years ended December 31, 2012, and 2011 (in
thousands), respectively as follows:
Capital expenditures:
Acquisition of operating real estate
Acquisition of land for development / redevelopment
Development costs
Redevelopment costs
Tenant allowances
Capitalized interest
Capitalized direct compensation
Building improvements and other
Real estate development and capital improvements
Total
2012
2011
Change
156,026
70,629
85,397
27,100
71,702
10,944
8,664
3,686
10,312
32,180
164,588
320,614
2,308
24,813
11,552
9,501
1,480
5,538
26,877
82,069
152,698
24,792
46,889
(608)
(837)
2,206
4,774
5,303
82,519
167,916
$
$
$
$
• During the year ended December 31, 2012, we acquired five operating properties and five land parcels for
$156.0 million and $27.1 million, respectively, compared to acquiring three operating properties and two
land parcels for $70.6 million and $2.3 million, respectively, during the year ended December 31, 2011.
• The increase in building improvements and other capital expenditures is due to normal ongoing
improvements that may be capitalized for our existing centers.
39
• During 2012, we started five new developments and one redevelopment as compared to starting four new
developments and four redevelopments during 2011; however, two of the developments started in 2011
occurred during the fourth quarter of 2011 and contributed to the increased capitalization in 2012.
At December 31, 2012, we had four development projects that were either under construction or in lease up, compared
to seven such development projects at December 31, 2011. The following table details our development projects as of
December 31, 2012 (in thousands, except cost per square foot):
Property Name
East Washington Place
Southpark at Cinco Ranch
Shops at Erwin Mill
Grand Ridge Plaza
Total
Estimated
/ Actual
Anchor
Opening
Aug-13
Oct-12
Dec-13
Jun-13
Start
Date
Q4-11
Q1-12
Q2-12
Q2-12
Estimated Net
Development
Costs After
Partner
Participation(1)
60,562
$
Estimated
Net Costs to
Complete (1)
36,191
$
31,532
14,384
81,074
$
187,552
$
7,730
5,448
50,151
99,520
Company
Owned
GLA
203
243
90
326
862
Cost per
square foot
of GLA (1)
298
$
130
160
249
218 (2)
$
(1) Amount represents costs, including leasing costs, net of tenant reimbursements.
(2) Amount represents a weighted average
The following table details our developments completed during 2012 (in thousands, except cost per square foot):
Property Name
Centerplace of Greeley III Ph II
Village at Lee Airpark
Nocatee Town Center
Suncoast Crossing Ph II (2)
Harris Crossing
Market at Colonnade
South Bay Village
Kent Place
Northgate Marketplace
Total
Completion
Date
Net
Development
Costs (1)
Company
Owned GLA
Cost per
square foot
of GLA (1)
Q2-12
Q2-12
Q3-12
Q3-12
Q3-12
Q3-12
Q4-12
Q4-12
Q4-12
$
2,110
24,107
14,304
7,253
8,407
15,270
28,419
9,119
19,448
$
25
88
70
9
65
58
108
48
81
$
128,437
552
$
84
274
204
806
129
263
263
190
240
233
(1) Includes leasing costs, net of tenant reimbursements.
(2) Suncoast Crossing Phase II net development costs include land improvements that will benefit a third phase, for which
development has not yet commenced.
We plan to continue developing projects for long-term investment purposes and have a staff of employees who directly
support our development program. Internal costs attributable to these development activities are capitalized as part of each
development project. During the year ended December 31, 2012, we capitalized $3.7 million of interest expense and $10.3
million of internal costs for direct compensation for development and redevelopment activity. Changes in the level of future
development activity could adversely impact results of operations by reducing the amount of internal costs for development
projects that may be capitalized. A 10% reduction in development activity without a corresponding reduction in the
compensation costs directly related to our development activities could result in an additional charge to net income of
approximately $859,000.
40
Net cash provided or used in financing activities:
Net cash used in financing activities increased by $104.3 million for the year ended December 31, 2012, as compared
to the year ended December 31, 2011. Significant financing activities during the year ended December 31, 2012 include:
• On January 15, 2012, the Operating Partnership repaid $192.4 million of maturing 6.75% ten-year unsecured notes;
• On February 9, 2012, the Operating Partnership purchased all of its issued and outstanding 7.45% Series D Preferred
Units, at a 3.75% discount to par, for net redemption costs of $48.1 million;
• On February 16, 2012, the Parent Company issued 10 million shares of 6.625% Series 6 Cumulative Redeemable
Preferred Shares with a liquidation preference of $25 per share, resulting in proceeds of $241.4 million, net of issuance
costs;
• On March 31, 2012, the Parent Company redeemed all issued and outstanding shares of 7.45% Series 3 and 7.25%
Series 4 Cumulative Redeemable Preferred Shares for $200.0 million;
• On August 23, 2012, the Parent Company issued 3 million shares of 6.00% Series 7 Cumulative Redeemable Preferred
Shares with a liquidation preference of $25 per share, resulting in proceeds of $72.5 million, net of issuance costs;
• On September 13, 2012, the Parent Company redeemed all issued and outstanding shares of 6.70% Series 5
Cumulative Redeemable Preferred Shares for $75.0 million;
• During the third quarter of 2012, the Parent Company issued 442,786 shares of common stock through its at-the-
market ("ATM") common equity issuance program resulting in proceeds, net of commissions and issuance costs, of
$21.5 million;
• During 2012, we borrowed $250.0 million available under a Term Loan and repaid $150 million using the proceeds
from the sale of real estate previously discussed. Our Term Loan has no remaining borrowing capacity and matures in
December 2016.
We endeavor to maintain a high percentage of unencumbered assets. At December 31, 2012, 76.8% of our wholly-
owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to
maintain significant availability on the Line. Our coverage ratio, including our pro-rata share of our partnerships, was 2.5 times
for the year ended December 31, 2012 as compared to 2.3 times for the year ended December 31, 2011. We define our
coverage ratio as earnings before interest, taxes, depreciation and amortization (“EBITDA”) divided by the sum of the gross
interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.
Through 2013, we estimate that we will require approximately $130.5 million to repay $16.7 million of maturing debt
(excluding scheduled principal payments), $110.5 million to complete currently in-process developments and redevelopments,
and $3.3 million to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of
debt. If we start new development or redevelop additional shopping centers, our cash requirements will increase. At
December 31, 2012, our joint ventures had $24.4 million of scheduled secured mortgage loans and credit lines maturing
through 2013. To meet our cash requirements, we will utilize cash generated from operations, borrowings from our Line,
proceeds from the sale of real estate, and when the capital markets are favorable, proceeds from the sale of common equity and
the issuance of debt.
41
Investments in Real Estate Partnerships
At December 31, 2012 and 2011, we had investments in real estate partnerships of $442.9 million and $386.9 million,
respectively. The following table is a summary of unconsolidated combined assets and liabilities of these co-investment
partnerships and our pro-rata share at December 31, 2012 and 2011 (dollars in thousands):
Number of Co-investment Partnerships
Regency’s Ownership
Number of Properties
Combined Assets (1)
Combined Liabilities (1)
Combined Equity (1)
Regency’s Share of (1)(2)(3):
Assets
Liabilities
2012
19
20%-50%
144
3,434,954
1,933,488
1,501,466
1,154,387
635,882
$
$
$
$
$
2011
16
20%-50%
147
3,501,775
1,992,213
1,509,562
1,160,954
648,533
(1) Excludes the assets and liabilities of BRET as the property holdings of BRET do not impact the
rate of return on Regency's preferred stock investment.
(2) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with
GAAP. However, management believes that providing such information is useful to investors in
assessing the impact of its investments in real estate partnership activities on the operations of
Regency, which includes such items on a single line presentation under the equity method in its
consolidated financial statements.
(3) The difference between Regency's share of the net assets of the co-investment partnerships and
the Company's investments in real estate partnerships per the accompanying Consolidated Balance
Sheets relates primarily to differences in inside/outside basis as further described in Note 4 to the
Consolidated Financial Statements.
Investments in real estate partnerships are primarily comprised of co-investment partnerships in which we currently
invest with six co-investment partners and a closed-end real estate fund (“Regency Retail Partners” or the “Fund”), as further
summarized below. In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships,
we receive recurring market-based fees for asset management, property management, and leasing as well as fees for investment
and financing services, which were $25.4 million, $29.0 million and $25.1 million for the years ended December 31, 2012,
2011, and 2010 respectively. During the years ended December 31, 2011 and 2010 we received transaction fees from our co-
investment partnerships of $5.0 million and $2.6 million, respectively, with no such fees received during 2012.
Our equity method investments in real estate partnerships as of December 31, 2012 and 2011 consist of the following
(in thousands):
GRI - Regency, LLC (GRIR)
Macquarie CountryWide-Regency III, LLC (MCWR III)
Columbia Regency Retail Partners, LLC (Columbia I)
Columbia Regency Partners II, LLC (Columbia II)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA)
Regency's
Ownership
40.00% $
24.95%
20.00%
20.00%
30.00%
25.00%
20.00%
20.01%
2012
2011
272,044
29
17,200
8,660
16,708
15,602
15,248
2,173
262,018
195
20,335
9,686
17,110
18,128
16,430
3,093
BRE Throne Holdings, LLC (BRET)
Other investments in real estate partnerships
—
39,887
386,882
(1) The difference between Regency's share of the net assets of the co-investment partnerships and the Company's investments in real estate
partnerships per the accompanying Consolidated Balance Sheets relates primarily to differences in inside/outside basis as further described
in Note 4 to the Consolidated Financial Statements.
48,757
46,506
442,927
47.80%
50.00%
Total (1)
$
42
Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, and our unsecured credit facilities as
described further below and in Note 8 to the Consolidated Financial Statements. We have shopping centers that are subject to
non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or
operate a shopping center. In addition, we have non-cancelable operating leases pertaining to office space from which we
conduct our business. The table below excludes:
• Reserves for $9.3 million related to our pro-rata share of environmental remediation as discussed herein under
Environmental Matters as the timing of the remediation payments is not currently known;
• Obligations related to construction or development contracts, since payments are only due upon satisfactory
performance under the contracts;
• Letters of credit of $20.8 million issued to cover performance obligations on certain development projects, which will
be satisfied upon completion of the development projects; and
• Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely
within the control of the participant, and are further discussed in Note 13 to the Consolidated Financial Statements.
The following table of Contractual Obligations summarizes our debt maturities including interest, excluding recorded
debt premiums or discounts that are not obligations, and our obligations under non-cancelable operating leases, sub-leases, and
ground leases as of December 31, 2012, including our pro-rata share of obligations within co-investment partnerships (in
thousands):
Notes Payable:
Regency (1)
Regency's share of JV (1)
Operating Leases:
Regency
Subleases:
Regency
Ground Leases:
Regency
Regency's share of JV
Payments Due by Period
2013
2014
2015
2016
2017
Beyond 5
Years
Total
$
125,525
46,560
276,553
57,212
488,153
77,676
255,663
150,348
554,975
69,264
632,762
380,510
2,333,631
781,570
4,786
4,070
3,999
3,406
1,891
58
18,210
(229)
(117)
(94)
(32)
—
—
(472)
3,175
208
3,183
208
2,808
208
2,807
208
2,758
208
101,555
10,534
116,286
11,574
Total
$
180,025
341,109
572,750
412,400
629,096
1,125,419
3,260,799
(1) Amounts include interest payments.
Off-Balance Sheet Arrangements
We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities
(other than our co-investment partnerships) or other persons, also known as variable interest entities, not previously discussed.
Our co-investment partnership properties have been financed with non-recourse loans. The Company has no guarantees related
to these loans.
43
Results from Operations
Comparison of the years ended December 31, 2012 to 2011:
Our revenues increased by $3.8 million or 0.8% in 2012, as compared to 2011, as summarized in the following table
(in thousands):
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
2012
2011
Change
$
$
359,350
3,327
107,732
26,511
496,920
350,223
2,996
105,899
33,980
493,098
9,127
331
1,833
(7,469)
3,822
Minimum rent increased $9.1 million for the year ended December 31, 2012 compared to the year ended
December 31, 2011 despite a $13.2 million decrease attributable to the sale of a 15-property portfolio on July 25, 2012. This
portfolio was sold for total consideration of $273.5 million, net of a $47.5 million retained investment in the acquiring real
estate partnership. As of December 31, 2012, this asset group did not meet the definition of discontinued operations, in
accordance with FASB ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, based on our
continuing involvement.
The increase in minimum rent is due to increased average occupancy levels at our consolidated properties from 92.2%
leased at December 31, 2011 to 94.1% leased at December 31, 2012, combined with an increase in average base rent per square
foot (psf) from $16.59 psf for the year ended December 31, 2011 to $16.86 psf for the year ended December 31, 2012.
Minimum rent also increased $2.9 million due to the acquisition of five operating properties and four development properties
since December 31, 2011.
Recoveries from tenants represent their share of the operating, maintenance, and real estate tax expenses that we incur
to operate our shopping centers, as well as other income. Recoveries increased during the year ended December 31, 2012 as
compared to the year ended December 31, 2011 primarily due to increased average occupancy, although recoveries were
partially offset by declines in recovery revenue from the sale of real estate.
We earned fees, at market-based rates, for asset management, property management, leasing, acquisition, and
financing services that we provided to our co-investment partnerships and third parties as follows (in thousands):
Asset management fees
Property management fees
Leasing commissions and other fees
Transaction fees
2012
2011
Change
$
$
6,488
14,224
5,799
—
26,511
6,705
14,910
7,365
5,000
33,980
(217)
(686)
(1,566)
(5,000)
(7,469)
The decrease in fees in 2012 was primarily the result of the liquidation of the DESCO co-investment partnership
during 2011, which included a $5.0 million disposition fee and a $1.0 million consulting fee we received as a result of the
liquidation. Asset management fees, property management fees, and leasing commissions also declined as a result of the sale
of properties held by our co-investment partnerships since December 31, 2011.
Our operating expenses increased by $3.1 million or 1.0% in 2012, as compared to 2011. The following table
summarizes our operating expenses (in thousands):
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
2012
2011
Change
$
$
126,808
69,900
61,700
55,604
7,246
321,258
128,963
71,707
56,117
54,622
6,719
318,128
(2,155)
(1,807)
5,583
982
527
3,130
44
Depreciation and amortization expense and operating and maintenance expense decreased $2.2 million and $1.8
million, respectively, for the year ended December 31, 2012, as compared to the year ended December 31, 2011, due to mild
winter weather and a net reduction in the number of shopping centers owned during 2012 . General and administrative expense
increased $5.6 million primarily due to an increase in incentive compensation expense as a result of exceeding performance
targets.
The following table presents the components of other expense (income) (in thousands):
Interest expense, net
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan
2012
2011
Change
$
$
112,129
74,816
852
(2,057)
185,740
123,645
12,424
—
206
136,275
(11,516)
62,392
852
(2,263)
49,465
As discussed above, we sold a 15-property portfolio during 2012, and as a result of this sale, we recognized a net
impairment loss of $18.1 million during the year ended December 31, 2012. Additional impairment of $56.7 million was
recognized related to two operating properties and three land parcels. The majority of this impairment, $50.0 million, related to
one operating property, which we determined was more likely than not to be sold before the end of its previously estimated
hold period, which led to the impairment. This property is located in a master planned community of North Los Vegas, a
market that was significantly impacted by the housing market crash. This is the only property owned by us in this market, and
we currently do not intend to hold the property for a term that we estimate would be necessary for us to recover our
investment. The other operating property exhibited weak operating fundamentals, including low economic occupancy for an
extended period of time, which led to a $4.5 million impairment.
During the year ended December 31, 2011, a $12.4 million provision for impairment was recognized related to two
operating properties, that exhibited weak operating fundamentals, including low economic occupancy for an extended period of
time, which lead to the impairment.
On July 20, 2012, we repaid $150 million of our Term Loan, and as a result of this early extinguishment of debt, we
expensed approximately $852,000 in loan costs.
The $2.3 million increase in net investment income from deferred compensation plan related to the change in the fair
value of plan assets from December 31, 2011 to December 31, 2012 and is consistent with the change in plan liabilities.
The following table presents the change in net interest expense (in thousands):
Interest on notes payable
Interest on unsecured credit facilities
Capitalized interest
Hedge interest
Interest income
2012
2011
Change
$
$
103,610
4,388
(3,686)
9,492
(1,675)
112,129
116,343
1,746
(1,480)
9,478
(2,442)
123,645
(12,733)
2,642
(2,206)
14
767
(11,516)
Interest on notes payable decreased and interest on unsecured credit facilities increased during the year ended
December 31, 2012, as compared to the year ended December 31, 2011, as a result of the repayment of $192.4 million of
6.75% unsecured debt in January 2012 using proceeds from our Term Loan and $800 million Line of Credit at lower interest
rates. Additional interest was capitalized during 2012 due to increased development activity.
45
Our equity in income (loss) of investments in real estate partnerships increased by $14.2 million in 2012, as compared
to 2011 as follows (in thousands):
GRI - Regency, LLC (GRIR)
Macquarie CountryWide-Regency III, LLC (MCWR III)
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-
DESCO)(1)
Columbia Regency Retail Partners, LLC (Columbia I)
Columbia Regency Partners II, LLC (Columbia II)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA)
BRE Throne Holdings, LLC (BRET)
Other investments in real estate partnerships
Total
Regency's
Ownership
40.00% $
24.95%
—
20.00%
20.00%
30.00%
25.00%
20.00%
20.01%
47.80%
50.00%
$
2012
2011
Change
9,311
(22)
—
8,480
290
596
540
297
297
2,211
1,807
23,807
7,266
(123)
(293)
2,775
179
322
1,904
268
243
—
(2,898)
9,643
2,045
101
293
5,705
111
274
(1,364)
29
54
2,211
4,705
14,164
(1) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was
complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at both December 2012 and 2011.
The increase in our equity in income (loss) in investments in real estate partnerships for the year ended December 31,
2012, as compared to the year ended December 31, 2011, is primarily due to the recognition of our pro-rata share of the $34.5
million gain on sale of an operating property in the Columbia I partnership during second quarter of 2012, the new ownership
joint venture interest retained in BRET as part of the portfolio sale during the three months ended December 31, 2012, and a
$4.6 million impairment recognized on one investment in a real estate partnership during the first quarter of 2011.
The following represents the remaining components to determine net income attributable to the common stockholders
and unit holders for the year ended December 31, 2012, as compared to the year ended December 31, 2011 (in thousands):
2012
2011
Change
Income from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income from discontinued operations
Gain on sale of real estate
Income attributable to noncontrolling interests
Preferred stock dividends
Net (loss) income attributable to common stockholders
Net income attributable to exchangeable operating partnership
units
Net (loss) income attributable to common unit holders
$
$
$
13,729
13,224
23,546
2,158
(342)
(32,531)
(6,664)
(106)
(6,558)
48,338
2,994
8,040
2,404
(4,418)
(19,675)
31,695
(103)
31,798
(34,609)
10,230
15,506
(246)
4,076
(12,856)
(38,359)
(3)
(38,356)
Income tax expense increased $10.2 million for the year ended December 31, 2012, as compared to the year ended
December 31, 2011. During 2012, we identified four core operating properties within the Taxable REIT Subsidiary (“TRS”)
and sold them to the REIT, which generated taxable gains enabling us to use a significant amount of the net operating losses
created during the portfolio sale from July 2012. Based on the remaining properties within the TRS and future taxable income
sources, the remaining deferred tax assets are not likely to be realized and a full valuation allowance was established on the
balance.
Income from discontinued operations was $23.5 million for the year ended December 31, 2012 and includes $21.9
million in gains, net of taxes, from the sale of five properties and the operations of the shopping centers sold. Income from
discontinued operations was $8.0 million for the year ended December 31, 2011 and includes $5.9 million in gains, net of
taxes, from the sale of seven properties and the operations, including impairment, of the shopping centers sold.
Gain on sale of real estate decreased approximately $246,000 for the year ended December 31, 2012, as compared to
the year ended December 31, 2011. During the year ended December 31, 2012, we sold seven out-parcels for a gain of $2.2
46
million, whereas during the year ended December 31, 2011, we sold eight out-parcels for no gain, and we sold two operating
properties, which did not meet the definition of discontinued operations due to our continuing involvement, for a gain of $2.4
million.
The income attributable to noncontrolling interests decreased during the year ended December 31, 2012 related to the
redemption of preferred units in February 2012, resulting in expense recognition of the original preferred unit issuance costs of
approximately $842,000 offset by the redemption discount of $1.9 million.
Preferred stock dividends increased $12.9 million during the year ended December 31, 2012, from $19.7 million
during the year ended December 31, 2011 to $32.5 million during the year ended December 31, 2012. The increase is
attributable to the $9.3 million of non-cash charges for the deemed distribution recognized upon redemption of the Series 3, 4
and 5 Preferred Stock during the year ended December 31, 2012, as well as the impact of additional dividends on the Series 6
Preferred Stock issued in February 2012 and Series 7 Preferred Stock issued in September 2012.
Related to our Parent Company's results, our net loss attributable to common stockholders for the year ended
December 31, 2012 was $6.7 million, a decrease of $38.4 million as compared to net income of $31.7 million for the year
ended December 31, 2011. The lower net income was primarily related to an increase in impairment provisions of $62.4
million, offset by a decrease in interest expense of $11.5 million and an increase in equity in income of investments in real
estate partnerships of $14.2 million. Our diluted net loss per share was $0.08 for the year ended December 31, 2012 as
compared to diluted net income per share of $0.35 for the year ended December 31, 2011.
Related to our Operating Partnership results, our net loss attributable to common unit holders for the year ended
December 31, 2012 was $6.6 million, a decrease of $38.4 million as compared to net income of $31.8 million for the year
ended December 31, 2011 for the same reasons stated above. Our diluted net loss per unit was $0.08 for the year ended
December 31, 2012 as compared to diluted net income per unit of $0.35 for the year ended December 31, 2011.
Comparison of the years ended December 31, 2011 to 2010:
Our revenues increased by $24.9 million or 5.3% in 2011, as compared to 2010, as summarized in the following table
(in thousands):
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
2011
2010
Change
$
$
350,223
2,996
105,899
33,980
493,098
332,159
2,540
104,092
29,400
468,191
18,064
456
1,807
4,580
24,907
Minimum rent increased $18.1 million for the year ended December 31, 2011 compared to the year ended
December 31, 2010 due to an increase in average base rent per square foot (psf) from $16.55 psf for the year ended
December 31, 2010 to $16.59 psf for the year ended December 31, 2011, despite consistent average occupancy levels at our
consolidated properties of 92.2% at December 31, 2011 and 2010. Minimum rent also increased due to the acquisition of two
operating properties in the latter part of the fourth quarter of 2010, the acquisition of three operating properties during 2011,
and four properties received through a distribution-in-kind ("DIK") of one interest in MCWR-DESCO ("DESCO DIK") in
May 2011.
Recoveries from tenants increased as a result of increases in our operating and maintenance expenses, and real estate
taxes for the year ended December 31, 2011 as compared to the year ended December 31, 2010 as summarized further below.
In addition, other income increased due to increased contingency income earned from prior year sales of $1.4 million.
We earned fees, at market-based rates, for asset management, property management, leasing, acquisition, disposition
and financing services that we provided to our co-investment partnerships and third parties as follows (in thousands):
Asset management fees
Property management fees
Transaction fees
Leasing commissions and other fees
2011
2010
Change
$
$
6,705
14,910
5,000
7,365
33,980
6,695
15,599
2,594
4,512
29,400
10
(689)
2,406
2,853
4,580
The increase in transaction and other fees was due to the $5.0 million disposition fee and a $1.0 million consulting fee
we received as a result of the DESCO DIK liquidation during the the year ended December 31, 2011, as compared to the $2.6
47
million disposition fee we received related to GRI's acquisition of Macquarie CountryWide's ("MCW") investment during the
year ended December 31, 2010.
Our operating expenses increased by $12.0 million or 3.9% in 2011, as compared to 2010. The following table
summarizes our operating expenses (in thousands):
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
2011
2010
Change
$
$
128,963
71,707
56,117
54,622
6,719
318,128
118,398
67,514
61,505
52,386
6,297
306,100
10,565
4,193
(5,388)
2,236
422
12,028
Depreciation and amortization expense, operating and maintenance expense, and real estate tax expense increased
primarily due to the acquisition of two operating properties in the latter part of the fourth quarter of 2010, the acquisition of
three operating properties during 2011, and the four properties received through the DESCO DIK in May 2011. General and
administrative expense decreased $5.4 million primarily due to a decrease in salary expense, including incentive compensation
and certain employee benefits.
The following table presents the components of other expense (income) (in thousands):
Interest expense, net
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan
2011
2010
Change
$
$
123,645
12,424
—
206
136,275
125,287
19,886
4,243
(1,982)
147,434
(1,642)
(7,462)
(4,243)
2,188
(11,159)
During the year ended December 31, 2011, a $12.4 million provision for impairment was recognized related to two
operating properties that exhibited weak operating fundamentals, including low economic occupancy for an extended period of
time, which lead to the impairment.
During the year ended December 31, 2010, a $19.9 million provision for impairment was recognized as a result of
identifying properties that had been previously considered held for long term investment and determining that they no longer
met our long term investment strategy. As a result of this re-evaluation, we changed our expected investment holding period
and reduced our carrying value to estimated fair value.
On October 29, 2010, RCLP completed a tender offer for outstanding debt by purchasing $11.8 million of its $173.5
million 7.95% unsecured notes maturing in January 2011, and $57.6 million of its $250.0 million 6.75% unsecured notes
maturing in January 2012 (collectively, the “Notes”). The Company recognized a $4.2 million expense for the early
extinguishment of this debt.
The $2.2 million increase in net investment income from deferred compensation plan related to the change in the fair
value of plan assets from December 31, 2010 to December 31, 2011 and is consistent with the change in plan liabilities.
The following table presents the change in interest expense (in thousands):
Interest on notes payable
Interest on unsecured credit facilities
Capitalized interest
Hedge interest
Interest income
2011
2010
Change
$
$
116,343
1,746
(1,480)
9,478
(2,442)
123,645
125,788
1,430
(5,099)
5,576
(2,408)
125,287
(9,445)
316
3,619
3,902
(34)
(1,642)
Interest on notes payable decreased during the year ended December 31, 2011, as compared to the year ended
December 31, 2010, as a result of the repayment of $161.7 million and $20.0 million of unsecured debt in January 2011 and
December 2011, respectively. Capitalized interest decreased as a result of reduced development activity during the year ended
48
December 31, 2011, as compared to 2010. Hedge interest increased as a result of $36.7 million of hedges settled on September
30, 2010, with the realized loss being amortized over a ten year period beginning October 2010.
Our equity in income (loss) of investments in real estate partnerships increased by $22.5 million in 2011, as compared
to 2010 as follows (in thousands):
GRI - Regency, LLC (GRIR)
Macquarie CountryWide-Regency III, LLC (MCWR III)
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-
DESCO)(1)
Columbia Regency Retail Partners, LLC (Columbia I)
Columbia Regency Partners II, LLC (Columbia II)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA)
Other investments in real estate partnerships
Total
Ownership
2011
2010
Change
40.00% $
24.95%
—%
20.00%
20.00%
30.00%
25.00%
20.00%
20.01%
50.00%
$
7,266
(123)
(293)
2,775
179
322
1,904
268
243
(2,898)
9,643
(6,672)
(108)
(817)
(2,970)
(69)
(221)
194
(3,565)
(88)
1,432
(12,884)
13,938
(15)
524
5,745
248
543
1,710
3,833
331
(4,330)
22,527
(1) At December 31, 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was
complete effective May 4, 2011.
The increase in our equity in income (loss) in investments in real estate partnerships for the year ended December 31,
2011, as compared to the year ended December 31, 2010, is related to our pro-rata share of the decrease in depreciation expense
of $5.7 million, the decrease in interest expense of $5.9 million, the decrease in impairment provisions of $18.5 million, and the
net gain on extinguishment of debt of $1.7 million, offset by a decrease in net operating income of $7.8 million and a gain on
sale of properties of approximately $700,000 at the individual real estate partnerships.
The following represents the remaining components to determine net income attributable to the common stockholders
and unit holders for the year ended December 31, 2011, as compared to the year ended December 31, 2010 (in thousands):
2011
2010
Change
Income from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income from discontinued operations
Gain on sale of real estate
Income attributable to noncontrolling interests
Preferred stock dividends
Net income (loss) attributable to common stockholders
Net income attributable to exchangeable operating partnership
units
Net income (loss) attributable to common unit holders
$
$
$
48,338
2,994
8,040
2,404
(4,418)
(19,675)
31,695
(103)
31,798
1,773
(1,333)
8,902
993
(4,185)
(19,675)
(10,859)
(84)
(10,775)
46,565
4,327
(862)
1,411
(233)
—
42,554
(19)
42,573
Income tax expense increased $4.3 million for the year ended December 31, 2011, as compared to the year ended
December 31, 2010, primarily due to the increase in deferred income taxes in 2011 and a tax benefit recognized in 2010.
Income from discontinued operations was $8.0 million for the year ended December 31, 2011 and includes $5.9
million in gains, net of taxes, from the sale of seven properties and the operations of the shopping centers sold. Income from
discontinued operations was $8.9 million for the year ended December 31, 2010 and includes $7.6 million in gains, net of
taxes, from the sale of three properties and the operations, including impairment, of the shopping centers sold.
Gain on sale of real estate increased approximately $1.4 million for the year ended December 31, 2011, as compared
to the year ended December 31, 2010. During the year ended December 31, 2011, we sold eight out-parcels for no gain, and
we sold two operating properties that did not meet the definition of discontinued operations due to our continuing involvement,
for a gain of $2.4 million. During the year ended December 31, 2010 we sold eleven out-parcels for a gain of approximately
$661,000, and we sold three operating properties for a gain of approximately $332,000. These properties did not meet the
definition of discontinued operations due to our continuing involvement.
49
The income attributable to noncontrolling interests remained relatively consistent for the year ended December 31,
2011, as compared to the year ended December 31, 2010, increasing approximately $233,000. Preferred stock dividends also
remained consistent between 2011 and 2010.
Related to our Parent Company's results, our net income attributable to common stockholders for the year ended
December 31, 2011 was $31.7 million, an increase of $42.6 million as compared to net loss of $10.9 million for the year ended
December 31, 2010. The higher net income was primarily related to the increase in revenue, offset partially by the increase in
operating expenses, from 2010 to 2011 as discussed above, a decrease in impairment provisions of $7.5 million, the $4.2
million net loss on extinguishment of debt incurred in 2010, and an increase in equity in income of investments in real estate
partnerships of $22.5 million. Our diluted net income per share was $0.35 for the year ended December 31, 2011 as compared
to diluted net loss per share of $0.14 for the year ended December 31, 2010.
Related to our Operating Partnership results, our net income attributable to common unit holders for the year ended
December 31, 2011 was $31.8 million an increase of $42.6 million as compared to net loss of $10.8 million for the year ended
December 31, 2010 for the same reasons stated above. Our diluted net income per unit was $0.35 for the year ended
December 31, 2011 as compared to diluted net loss per unit of $0.14 for the year ended December 31, 2010.
Supplemental Earnings Information
We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these
measures are beneficial to us in improving the understanding of the Company's operational results among the investing public.
We believe such measures make comparisons of other REITs' operating results to the Company's more meaningful. We
continually evaluate the usefulness, relevance, and calculation of our reported non-GAAP performance measures to determine
how best to provide relevant information to the public, and thus such reported measures could change.
The following are our definitions of Same Property Net Operating Income ("NOI"), Funds from Operations ("FFO"),
and Core FFO, which we believe to be beneficial non-GAAP performance measures used in understanding our operational
results:
Same Property NOI includes only the net operating income of comparable operating properties that were owned and
operated for the entirety of both periods being compared and this excludes all Properties in Development and Non-
Same Properties. A Non-Same Property is a property acquired during either period being compared or a development
completion that is less than 90% funded or features less than two years of anchor operations. In no event can a
development completion be termed a non-same property for more than two years. As such, Same Property NOI assists
in eliminating disparities in net income due to the development, acquisition or disposition of properties during the
particular period presented, and thus provides a more consistent performance measure for the comparison of our
properties.
NOI is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other
income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties
owned by the Company, and excludes corporate-level income (including management, transaction, and other fees), for
the entirety of the periods presented.
FFO is a commonly used measure of REIT performance, which the National Association of Real Estate Investment
Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales
of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented
in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate
values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and
losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when
compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating
costs, acquisition and development activities, and financing costs. This provides a perspective of our financial
performance not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a
supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated
from operating activities in accordance with GAAP and therefore, should not be considered an alternative for net
income as a measure of liquidity.
Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non-
comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to,
transaction income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains
and losses and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below.
50
The Company's reconciliation of property revenues and property expenses to Same Property NOI for the years ended
December 31, 2012 and 2011 is as follows (in thousands):
Income (loss) from continuing operations
Less:
Management, transaction, and other fees
Other (2)
Plus:
Depreciation and amortization
General and administrative
Other operating expense, excluding
provision for doubtful accounts
Other expense (income)
Equity in income (loss) of investments in
real estate excluded from NOI (3)
Income tax expense of taxable REIT
subsidiary
NOI from properties sold
NOI
2012
2011
Same
Property
Other (1)
Total
Same
Property
Other (1)
Total
$
140,054
(139,549)
505
160,784
(115,440)
45,344
—
5,511
103,775
—
9
26,511
1,685
23,033
61,700
4,230
26,511
7,196
126,808
61,700
4,239
82,499
103,241
185,740
—
5,169
103,294
—
328
41,659
33,980
1,125
25,669
56,117
3,376
94,616
33,980
6,294
128,963
56,117
3,704
136,275
63,053
3,489
66,542
69,079
10,060
79,139
—
—
$
383,879
13,224
2,781
43,953
13,224
2,781
—
—
427,832
369,975
2,994
10,203
52,490
2,994
10,203
422,465
(1) Includes revenues and expenses attributable to non-same property, development, and corporate activities.
(2) Includes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other
fees.
(3) Excludes non-operating related expenses.
51
The Company's reconciliation of net income available to common shareholders to FFO and Core FFO for the years ended
December 31, 2012 and 2011 is as follows (in thousands, except share information):
Reconciliation of Net income to Funds from Operations
Net income (loss) attributable to common stockholders
Adjustments to reconcile to Funds from Operations:
Depreciation and amortization - consolidated real estate
Depreciation and amortization - unconsolidated partnerships
Consolidated JV partners' share of depreciation
Provision for impairment (1)
Amortization of leasing commissions and intangibles
Gain on sale of operating properties, net of tax (1)
Loss from deferred compensation plan, net
Noncontrolling interest of exchangeable partnership units
Funds From Operations
Reconciliation of FFO to Core FFO
Funds from operations
Adjustments to reconcile to Core Funds from Operations:
Development and outparcel gain, net of dead deal costs and tax (1)
Provision for impairment to land and outparcels (1)
Provision for hedge ineffectiveness (1)
Loss (gain) on early debt extinguishment (1)
Original preferred stock issuance costs expensed
Gain on redemption of preferred units
One-time additional preferred dividend
Transaction fees and promotes
2012
2011
$
(6,664)
31,695
108,057
43,162
(755)
75,326
16,055
(13,187)
—
106
113,384
43,750
(739)
19,614
16,427
(4,916)
1,000
103
$
$
222,100
220,318
222,100
220,318
(3,415)
1,000
20
1,238
10,119
(1,875)
1,750
—
(1,328)
849
54
(1,745)
—
—
—
(5,000)
213,148
Core Funds From Operations
$
230,937
(1) Includes Regency's pro-rata share of unconsolidated co-investment partnerships.
52 Environmental Matters
We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining to
chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum
storage tanks. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with
current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our
shopping centers or convert them to more environmentally friendly systems. Where available, we have applied and been
accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party
liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also
placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our
environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily
remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so. At
December 31, 2012 we had reserves of $9.3 million for our pro-rata share of environmental remediation, primarily from
property acquisitions. We believe that the ultimate disposition of currently known environmental matters will not have a
material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing
environmental studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner,
occupant or tenant did not create any material environmental condition not known to us; that the current environmental
condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by
unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in
additional environmental liability to us.
Inflation/Deflation
Inflation has been historically low and has had a minimal impact on the operating performance of our shopping
centers; however, inflation may become a greater concern in the future. Substantially all of our long-term leases contain
provisions designed to mitigate the adverse impact of inflation. Most of our leases require tenants to pay their pro-rata share of
operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our
exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of
less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary
periods or periods of economic weakness, minimum rents and percentage rents may decline as the supply of available retail
space exceeds demand and consumer spending declines. Occupancy declines resulting from a weak economic period will also
likely result in lower recovery rates of our operating expenses.
53
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
We are exposed to two significant components of interest rate risk:
• We have a $800.0 million Line commitment and a $100.0 million Term Loan commitment, as further described
in Note 8 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is
based upon a annual rate of LIBOR plus 117.5 basis points and our Term Loan has a variable interest rate of
LIBOR plus 145 basis points. LIBOR rates charged on our Line commitment and our Term Loan (collectively
our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is dependent upon
maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured credit
facilities would increase, resulting in higher interest costs.
• We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The
objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings
and cash flows and to lower our overall borrowing costs. To achieve these objectives, we borrow primarily at
fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or
treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into
derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for
the purpose of interest rate protection.
We have $181.6 million of fixed rate debt maturing in 2013 and 2014 that has a weighted average fixed interest rate of
5.22%, which includes $150.0 million of unsecured long-term debt that matures in April 2014. We also have $350.0 million of
unsecured long-term debt that matures in 2015. In order to mitigate the risk of interest rates rising before we obtain new
unsecured borrowings in 2014 and 2015, we entered into five forward-starting interest rate swaps during December 2012, for
the same ten year periods we expect for our future borrowings. These swaps total $300.0 million of notional value, with
weighted average fixed ten year swap rates of 2.09% for those starting in 2014 and 2.48% for those starting in 2015, as
discussed in note 9 to the Consolidated Financial Statements. We continuously monitor the capital markets and evaluate our
ability to issue new debt to repay maturing debt or fund our commitments. Based upon the current capital markets, our current
credit ratings, our current capacity under our Line and Term Loan, and the number of high quality, unencumbered properties
that we own which could collateralize borrowings, we expect that we will be able to successfully issue new secured or
unsecured debt to fund these debt obligations.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows (in
thousands, excluding interest expense), weighted average interest rates of remaining debt, and the fair value of total debt (in
thousands) as of December 31, 2012, by year of expected maturity to evaluate the expected cash flows and sensitivity to
interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates
that existed at December 31, 2012 and are subject to change on a monthly basis.
The table below incorporates only those exposures that exist as of December 31, 2012 and does not consider
exposures or positions that could arise after that date. Since firm commitments are not presented, the table has limited
predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the
exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
2013
2014
2015
2016
2017
Thereafter
Total
Fair Value
Fixed rate debt
$
23,987
172,545
418,181
19,648
488,960
632,762
1,756,083
1,997,561
Average interest rate for
all fixed rate debt (1)
Variable rate LIBOR
debt
Average interest rate for
all variable rate debt (1)
5.67%
5.74%
5.89%
5.89%
5.89%
5.89%
—
—
$
204
11,837
—
170,000
1.71%
1.61%
1.61%
—
—
—
—
—
182,041
182,390
—
—
(1) Average interest rates at the end of each year presented.
54
Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2012 and 2011
Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and
2010
Consolidated Statements of Equity for the years ended December 31, 2012, 2011, and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2012 and 2011
Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and
2010
Consolidated Statements of Capital for the years ended December 31, 2012, 2011, and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010
Notes to Consolidated Financial Statements
Financial Statement Schedule
57
61
62
63
64
66
69
70
71
72
74
76
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2012
113
All other schedules are omitted because of the absence of conditions under which they are required, materiality or because
information required therein is shown in the consolidated financial statements or notes thereto.
55 (This page intentionally left blank)
56 Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the
Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income
(loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our
audits of the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated
financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Regency Centers Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations
and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Regency Centers Corporation's internal control over financial reporting as of December 31, 2012, based on criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 1, 2013 expressed an unqualified opinion on the effectiveness of the
Company's internal control over financial reporting.
/s/ KPMG LLP
March 1, 2013
Jacksonville, Florida
Certified Public Accountants
57 Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:
We have audited Regency Centers Corporation's (the Company's) internal control over financial reporting as of December 31,
2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Regency Centers Corporation's management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers Corporation maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2012 and 2011, and the
related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the
three-year period ended December 31, 2012, and our report dated March 1, 2013 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
March 1, 2013
Jacksonville, Florida
Certified Public Accountants
58 Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as
of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), capital,
and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the
consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial
statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Regency Centers, L.P. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and
their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2012, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated March 1, 2013 expressed an unqualified opinion on the effectiveness of the Partnership's internal
control over financial reporting.
/s/ KPMG LLP
March 1, 2013
Jacksonville, Florida
Certified Public Accountants
59 Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:
We have audited Regency Centers, L.P.'s (the Partnership's) internal control over financial reporting as of December 31, 2012,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Regency Centers, L.P.'s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Partnership's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers, L.P. maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2012 and 2011, and the related
consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-
year period ended December 31, 2012, and our report dated March 1, 2013 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
March 1, 2013
Jacksonville, Florida
Certified Public Accountants
60 REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2012 and 2011
(in thousands, except share data)
Assets
Real estate investments at cost (notes 2 and 3):
Land
Buildings and improvements
Properties in development
Less: accumulated depreciation
Investments in real estate partnerships (note 4)
Net real estate investments
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and
2011, respectively
Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011,
respectively
Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31,
2012 and 2011, respectively (note 6)
Trading securities held in trust, at fair value (note 13)
Other assets (note 9)
Total assets
Liabilities and Equity
Liabilities:
Notes payable (note 8)
Unsecured credit facilities (note 8)
Accounts payable and other liabilities (note 9 and 13)
Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December
31, 2012 and 2011, respectively (note 6)
Tenants’ security and escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies (notes 15 and 16)
Equity:
Stockholders’ equity (notes 11 and 12):
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 and 11,000,000
Series 3-7 shares issued and outstanding at December 31, 2012 and 2011, respectively, with
liquidation preferences of $25 per share
Common stock $0.01 par value per share,150,000,000 shares authorized; 90,394,486 and 89,921,858
shares issued at December 31, 2012 and 2011, respectively
Treasury stock at cost, 335,347 and 338,714 shares held at December 31, 2012 and 2011, respectively
Additional paid in capital
Accumulated other comprehensive loss
Distributions in excess of net income
Total stockholders’ equity
Noncontrolling interests (note 11):
Series D preferred units, aggregate redemption value of $50,000 at December 31, 2011
Exchangeable operating partnership units, aggregate redemption value of $8,348 and $6,665 at
December 31, 2012 and 2011, respectively
Limited partners’ interests in consolidated partnerships
Total noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
$
$
$
2012
2011
1,215,659
2,502,186
192,067
3,909,912
782,749
3,127,163
442,927
3,570,090
22,349
6,472
26,601
49,990
23,751
1,273,606
2,604,229
224,077
4,101,912
791,619
3,310,293
386,882
3,697,175
11,402
6,050
37,733
48,132
35,784
69,506
70,204
42,459
23,429
18,811
3,853,458
27,054
21,713
31,824
3,987,071
1,771,891
170,000
127,185
20,325
18,146
2,107,547
1,942,440
40,000
101,899
12,662
20,416
2,117,417
325,000
275,000
904
(14,924)
2,312,310
(57,715)
(834,810)
1,730,765
899
(15,197)
2,281,817
(71,429)
(662,735)
1,808,355
—
49,158
(1,153)
16,299
15,146
1,745,911
3,853,458
(963)
13,104
61,299
1,869,654
3,987,071
$
61
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2012, 2011, and 2010
(in thousands, except per share data)
Revenues:
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
Other expense (income):
Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011,
and 2010, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan, including unrealized
(gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively (note
13)
Total other expense (income)
(Loss) income before equity in income (loss) of investments in real estate
partnerships
Equity in income (loss) of investments in real estate partnerships (note 4)
Income from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income from continuing operations
Discontinued operations, net (note 3):
Operating income
Gain on sale of operating properties, net
Income from discontinued operations
Income before gain on sale of real estate
Gain on sale of real estate
Net income
Noncontrolling interests:
Preferred units
Exchangeable operating partnership units
Limited partners’ interests in consolidated partnerships
Income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends
Net (loss) income attributable to common stockholders
(Loss) income per common share - basic (note 14):
Continuing operations
Discontinued operations
Net (loss) income attributable to common stockholders
(Loss) income per common share - diluted (note 14):
Continuing operations
Discontinued operations
Net (loss) income attributable to common stockholders
See accompanying notes to consolidated financial statements.
2012
2011
2010
359,350
3,327
107,732
26,511
496,920
126,808
69,900
61,700
55,604
7,246
321,258
112,129
74,816
852
350,223
2,996
105,899
33,980
493,098
128,963
71,707
56,117
54,622
6,719
318,128
123,645
12,424
—
332,159
2,540
104,092
29,400
468,191
118,398
67,514
61,505
52,386
6,297
306,100
125,287
19,886
4,243
(2,057)
206
(1,982)
185,740
136,275
147,434
(10,078)
23,807
13,729
13,224
505
1,691
21,855
23,546
24,051
2,158
26,209
629
(106)
(865)
(342)
25,867
(32,531)
(6,664)
(0.34)
0.26
(0.08)
(0.34)
0.26
(0.08)
38,695
9,643
48,338
2,994
45,344
2,098
5,942
8,040
53,384
2,404
55,788
(3,725)
(103)
(590)
(4,418)
51,370
(19,675)
31,695
0.26
0.09
0.35
0.26
0.09
0.35
14,657
(12,884)
1,773
(1,333)
3,106
1,325
7,577
8,902
12,008
993
13,001
(3,725)
(84)
(376)
(4,185)
8,816
(19,675)
(10,859)
(0.25)
0.11
(0.14)
(0.25)
0.11
(0.14)
$
$
$
$
$
$
62
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Net income
Other comprehensive income (loss):
Loss on settlement of derivative instruments:
Unrealized loss on derivative instruments
Amortization of loss on settlement of derivative instruments recognized in
net income
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Less: reclassification adjustment for change in fair value of derivative
instruments included in net income
Other comprehensive income (loss)
Comprehensive income (loss)
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
2012
2011
2010
$
26,209
55,788
13,001
—
9,466
4,220
25
13,711
39,920
342
(3)
339
—
(61,625)
9,467
5,575
11
7
9,485
65,273
4,418
29
4,447
60,826
28,363
(3,294)
(30,981)
(17,980)
4,185
(69)
4,116
(22,096)
Comprehensive income (loss) attributable to the Company
$
39,581
See accompanying notes to consolidated financial statements.
63 N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
y
t
i
u
q
E
f
o
s
t
n
e
m
e
t
a
t
S
d
e
t
a
d
i
l
o
s
n
o
C
0
1
0
2
d
n
a
,
1
1
0
2
,
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
d
e
d
n
e
s
r
a
e
y
e
h
t
r
o
F
)
a
t
a
d
e
r
a
h
s
r
e
p
t
p
e
c
x
e
,
s
d
n
a
s
u
o
h
t
n
i
(
l
a
t
o
T
y
t
i
u
q
E
l
a
t
o
T
g
n
i
l
l
o
r
t
n
o
c
n
o
N
s
t
s
e
r
e
t
n
I
s
t
s
e
r
e
t
n
I
g
n
i
l
l
o
r
t
n
o
c
n
o
N
d
e
t
i
m
L
i
’
s
r
e
n
t
r
a
P
n
i
t
s
e
r
e
t
n
I
d
e
t
a
d
i
l
o
s
n
o
C
s
p
i
h
s
r
e
n
t
r
a
P
e
l
b
a
e
g
n
a
h
c
x
E
g
n
i
t
a
r
e
p
O
p
i
h
s
r
e
n
t
r
a
P
s
t
i
n
U
s
t
i
n
U
y
t
i
u
q
E
d
e
r
r
e
f
e
r
P
’
s
r
e
d
l
o
h
k
c
o
t
S
l
a
t
o
T
s
n
o
i
t
u
b
i
r
t
s
i
D
f
o
s
s
e
c
x
E
n
i
e
m
o
c
n
I
t
e
N
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
e
v
i
s
n
e
h
e
r
p
m
o
C
s
s
o
L
l
a
n
o
i
t
i
d
d
A
n
I
d
i
a
P
l
a
t
i
p
a
C
y
r
u
s
a
e
r
T
k
c
o
t
S
n
o
m
m
o
C
k
c
o
t
S
d
e
r
r
e
f
e
r
P
k
c
o
t
S
7
0
6
,
0
3
9
,
1
7
2
2
,
8
6
8
4
7
,
1
1
1
2
3
,
7
8
5
1
,
9
4
0
8
3
,
2
6
8
,
1
)
6
3
8
,
1
7
3
(
)
3
7
9
,
9
4
(
3
8
8
,
4
2
0
,
2
)
9
0
5
,
6
1
(
5
1
8
0
0
0
,
5
7
2
$
9
0
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
)
1
8
9
,
0
3
(
)
9
6
(
1
0
0
,
3
1
5
8
1
,
4
)
3
7
2
(
6
3
2
,
7
)
4
7
3
,
1
(
8
4
8
,
1
—
1
6
1
—
—
—
—
1
6
1
)
0
3
6
,
7
(
6
7
3
—
—
—
—
—
—
1
6
1
)
6
5
4
,
1
(
)
6
5
4
,
1
(
)
6
5
4
,
1
(
)
0
0
4
,
3
2
(
)
5
2
7
,
3
(
)
7
6
9
,
0
5
1
(
)
8
6
4
(
2
0
4
,
4
4
7
,
1
5
2
2
,
9
5
8
8
7
,
5
5
5
8
4
,
9
3
4
8
,
7
1
9
5
6
,
0
1
)
9
8
6
,
1
(
1
8
0
,
1
9
6
3
,
5
1
2
9
2
—
—
—
—
—
8
1
4
,
4
—
—
0
9
5
9
2
8
,
0
1
9
—
—
—
—
—
4
8
)
9
6
(
—
—
—
—
—
—
—
)
8
6
4
(
)
2
6
7
(
3
0
1
)
0
3
6
,
7
(
0
2
—
—
—
—
—
5
2
7
,
3
6
1
8
,
8
6
1
8
,
8
—
—
—
—
—
—
—
—
—
)
2
1
9
,
0
3
(
)
3
7
2
(
6
3
2
,
7
)
4
7
3
,
1
(
8
4
8
,
1
0
3
6
,
7
—
—
—
—
—
—
—
—
—
—
)
5
2
7
,
3
(
)
5
7
6
,
9
1
(
)
5
7
6
,
9
1
(
—
)
9
9
4
,
0
5
1
(
)
9
9
4
,
0
5
1
(
—
—
—
—
—
—
—
—
—
)
2
1
9
,
0
3
(
—
—
)
7
0
6
(
6
3
2
,
7
)
4
7
3
,
1
(
7
4
8
,
1
7
2
6
,
7
—
—
—
—
—
—
4
3
3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5
2
7
,
3
0
7
3
,
1
5
6
5
4
,
9
3
4
8
,
7
1
9
5
6
,
0
1
)
9
8
6
,
1
(
1
8
0
,
1
9
6
3
,
5
1
2
—
—
—
—
—
—
0
7
3
,
1
5
—
—
—
—
—
—
6
5
4
,
9
—
—
5
6
8
,
6
1
9
5
6
,
0
1
)
9
8
6
,
1
(
1
8
0
,
1
9
8
2
,
5
1
2
—
—
8
7
9
—
—
—
—
8
5
1
,
9
4
7
7
1
,
5
8
6
,
1
)
4
9
1
,
3
3
5
(
)
5
8
8
,
0
8
(
2
1
6
,
9
3
0
,
2
)
5
7
1
,
6
1
(
—
—
—
—
—
1
3
—
—
—
—
9
1
8
—
—
—
—
—
—
0
8
—
—
—
—
—
—
—
—
—
—
—
e
t
o
n
(
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
)
3
1
d
e
u
s
s
i
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
n
o
i
t
a
z
i
t
r
o
m
A
,
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
k
c
o
t
s
r
o
f
s
e
x
a
t
r
o
f
d
e
m
e
e
d
e
r
k
c
o
t
s
n
o
m
m
o
C
d
l
e
h
h
t
i
w
t
e
n
p
i
h
s
r
e
n
t
r
a
p
r
o
f
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
C
d
e
g
n
a
h
c
x
e
s
t
i
n
u
d
n
e
d
i
v
i
d
r
o
f
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
C
n
a
l
p
t
n
e
m
t
s
e
v
n
i
e
r
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
e
m
o
c
n
i
t
e
N
r
e
p
5
8
.
1
$
(
t
i
n
u
/
k
c
o
t
s
n
o
m
m
o
C
)
e
r
a
h
s
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
:
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
h
s
a
C
t
i
n
u
/
k
c
o
t
s
d
e
r
r
e
f
e
r
P
0
0
0
,
5
7
2
$
0
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
—
—
—
—
—
—
—
d
e
u
s
s
i
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
n
o
i
t
a
z
i
t
r
o
m
A
,
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
k
c
o
t
s
r
o
f
s
e
x
a
t
r
o
f
d
e
m
e
e
d
e
r
k
c
o
t
s
n
o
m
m
o
C
d
l
e
h
h
t
i
w
t
e
n
d
n
e
d
i
v
i
d
r
o
f
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
C
n
a
l
p
t
n
e
m
t
s
e
v
n
i
e
r
k
c
o
t
s
r
o
f
d
e
u
s
s
i
k
c
o
t
s
s
t
s
o
c
e
c
n
a
u
s
s
i
f
o
t
e
n
n
o
m
m
o
C
,
s
g
n
i
r
e
f
f
o
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
e
m
o
c
n
i
t
e
N
64
l
a
t
o
T
g
n
i
l
l
o
r
t
n
o
c
n
o
N
s
t
s
e
r
e
t
n
I
s
t
s
e
r
e
t
n
I
g
n
i
l
l
o
r
t
n
o
c
n
o
N
d
e
t
i
m
L
i
’
s
r
e
n
t
r
a
P
n
i
t
s
e
r
e
t
n
I
d
e
t
a
d
i
l
o
s
n
o
C
s
p
i
h
s
r
e
n
t
r
a
P
e
l
b
a
e
g
n
a
h
c
x
E
g
n
i
t
a
r
e
p
O
p
i
h
s
r
e
n
t
r
a
P
s
t
i
n
U
s
t
i
n
U
y
t
i
u
q
E
d
e
r
r
e
f
e
r
P
’
s
r
e
d
l
o
h
k
c
o
t
S
l
a
t
o
T
s
n
o
i
t
u
b
i
r
t
s
i
D
f
o
s
s
e
c
x
E
n
i
e
m
o
c
n
I
t
e
N
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
e
v
i
s
n
e
h
e
r
p
m
o
C
s
s
o
L
l
a
n
o
i
t
i
d
d
A
n
I
d
i
a
P
l
a
t
i
p
a
C
y
r
u
s
a
e
r
T
k
c
o
t
S
n
o
m
m
o
C
k
c
o
t
S
d
e
r
r
e
f
e
r
P
k
c
o
t
S
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
y
t
i
u
q
E
f
o
s
t
n
e
m
e
t
a
t
S
d
e
t
a
d
i
l
o
s
n
o
C
0
1
0
2
d
n
a
,
1
1
0
2
,
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
d
e
d
n
e
s
r
a
e
y
e
h
t
r
o
F
)
a
t
a
d
e
r
a
h
s
r
e
p
t
p
e
c
x
e
,
s
d
n
a
s
u
o
h
t
n
i
(
7
8
7
,
2
)
1
1
1
,
1
(
l
a
t
o
T
y
t
i
u
q
E
7
8
7
,
2
)
1
1
1
,
1
(
7
8
7
,
2
)
1
1
1
,
1
(
)
0
0
4
,
3
2
(
)
5
2
7
,
3
(
)
0
6
5
,
1
6
1
(
)
4
2
3
(
—
—
4
5
6
,
9
6
8
,
1
9
9
2
,
1
6
4
0
1
,
3
1
9
0
2
,
6
2
1
1
7
,
3
1
2
1
6
2
5
,
1
1
)
4
7
4
,
1
(
8
8
9
2
4
5
,
1
2
)
3
(
—
—
2
4
3
—
—
—
0
0
9
,
3
1
3
)
0
0
0
,
5
7
2
(
—
—
)
5
2
1
,
8
4
(
)
5
2
1
,
8
4
(
5
6
8
)
1
3
(
—
—
—
—
—
—
—
—
2
6
3
,
3
)
1
0
0
,
1
(
2
6
3
,
3
)
1
0
0
,
1
(
2
6
3
,
3
)
1
0
0
,
1
(
)
8
5
6
,
3
2
(
)
4
0
4
(
)
5
3
7
,
5
6
1
(
)
4
2
3
(
—
—
1
1
9
,
5
4
7
,
1
6
4
1
,
5
1
9
9
2
,
6
1
—
—
—
)
4
2
3
(
)
3
6
9
(
6
0
1
8
2
—
—
—
—
—
—
—
—
—
—
—
)
4
2
3
(
)
3
5
1
,
1
(
—
—
)
1
1
4
,
5
6
1
(
)
1
1
4
,
5
6
1
(
5
6
7
,
0
3
7
,
1
)
0
1
8
,
4
3
8
(
)
5
1
7
,
7
5
(
0
1
3
,
2
1
3
,
2
)
4
2
9
,
4
1
(
—
—
—
—
—
—
)
5
2
7
,
3
(
)
5
7
6
,
9
1
(
)
5
7
6
,
9
1
(
—
)
6
3
2
,
1
6
1
(
)
6
3
2
,
1
6
1
(
—
—
—
—
—
—
—
—
—
—
—
—
8
5
1
,
9
4
5
5
3
,
8
0
8
,
1
)
5
3
7
,
2
6
6
(
)
9
2
4
,
1
7
(
7
1
8
,
1
8
2
,
2
)
7
9
1
,
5
1
(
7
6
8
,
5
2
—
)
9
2
6
(
—
—
—
—
—
—
7
6
8
,
5
2
4
1
7
,
3
1
2
1
6
2
5
,
1
1
)
4
7
4
,
1
(
8
8
9
2
4
5
,
1
2
)
5
2
1
,
8
4
(
—
—
—
—
—
—
—
—
—
—
—
—
—
0
0
9
,
3
1
3
—
—
—
—
)
0
0
0
,
5
7
2
(
)
7
7
2
,
9
(
)
4
0
4
(
)
4
5
2
,
3
2
(
)
4
5
2
,
3
2
(
—
—
—
—
—
—
—
—
—
—
—
—
4
1
7
,
3
1
—
—
)
1
6
2
(
6
2
5
,
1
1
)
4
7
4
,
1
(
—
8
8
9
7
3
5
,
1
2
)
0
0
1
,
1
1
(
7
7
2
,
9
—
—
—
—
—
—
3
7
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9
9
8
—
—
—
—
—
—
5
—
—
—
—
—
—
—
4
0
9
—
—
—
—
r
e
p
5
8
.
1
$
(
t
i
n
u
/
k
c
o
t
s
n
o
m
m
o
C
)
e
r
a
h
s
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
:
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
h
s
a
C
t
i
n
u
/
k
c
o
t
s
d
e
r
r
e
f
e
r
P
0
0
0
,
5
7
2
$
1
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
—
—
—
—
—
—
—
—
—
—
—
—
0
0
0
,
5
2
3
)
0
0
0
,
5
7
2
(
d
e
u
s
s
i
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
n
o
i
t
a
z
i
t
r
o
m
A
,
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
k
c
o
t
s
r
o
f
s
e
x
a
t
r
o
f
d
e
m
e
e
d
e
r
k
c
o
t
s
n
o
m
m
o
C
d
l
e
h
h
t
i
w
)
s
s
o
l
(
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
t
e
n
e
m
o
c
n
i
t
e
N
d
n
e
d
i
v
i
d
r
o
f
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
C
n
a
l
p
t
n
e
m
t
s
e
v
n
i
e
r
k
c
o
t
s
r
o
f
d
e
u
s
s
i
k
c
o
t
s
s
t
s
o
c
e
c
n
a
u
s
s
i
f
o
t
e
n
n
o
m
m
o
C
,
s
g
n
i
r
e
f
f
o
s
t
i
n
u
d
e
r
r
e
f
e
r
p
f
o
n
o
i
t
p
m
e
d
e
R
f
o
t
e
n
,
k
c
o
t
s
d
e
r
r
e
f
e
r
p
f
o
e
c
n
a
u
s
s
I
s
t
s
o
c
e
c
n
a
u
s
s
i
k
c
o
t
s
d
e
r
r
e
f
e
r
p
f
o
n
o
i
t
p
m
e
d
e
R
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
:
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
h
s
a
C
t
i
n
u
/
k
c
o
t
s
d
e
r
r
e
f
e
r
P
r
e
p
5
8
.
1
$
(
t
i
n
u
/
k
c
o
t
s
n
o
m
m
o
C
)
e
r
a
h
s
0
0
0
,
5
2
3
$
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
.
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
d
e
t
a
d
i
l
o
s
n
o
c
o
t
s
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
e
S
65
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2012
2011
2010
$
26,209
55,788
13,001
Depreciation and amortization
Amortization of deferred loan cost and debt premium
Amortization and (accretion) of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in (income) loss of investments in real estate partnerships
Net gain on sale of properties
Provision for impairment
Early extinguishment of debt
Deferred income tax expense (benefit) of taxable REIT subsidiary
Distribution of earnings from operations of investments in real estate partnerships
Settlement of derivative instruments
(Gain) loss on derivative instruments
Deferred compensation expense (income)
Realized and unrealized (gain) loss on trading securities held in trust
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivables, net
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security and escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
(Issuance) collection of notes receivable
Investments in real estate partnerships
Distributions received from investments in real estate partnerships
Dividends on trading securities held in trust
Acquisition of trading securities held in trust
Proceeds from sale of trading securities held in trust
Cash flows from financing activities:
Net cash provided by (used in) investing activities
Net proceeds from common stock issuance
Net proceeds from issuance of preferred stock
Proceeds from sale of treasury stock
Acquisition of treasury stock
Redemption of preferred stock and partnership units
Distributions to limited partners in consolidated partnerships, net
Distributions to exchangeable operating partnership unit holders
Distributions to preferred unit holders
Dividends paid to common stockholders
Dividends paid to preferred stockholders
Repayment of fixed rate unsecured notes
Proceeds from issuance of fixed rate unsecured notes, net
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Payment of premium on tender offer
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
$
127,839
12,759
(1,043)
9,806
(23,807)
(24,013)
74,816
852
13,727
44,809
—
(22)
2,069
(2,095)
(423)
6,157
(6,059)
(12,642)
(1,079)
10,994
(1,639)
257,215
(156,026)
(164,588)
352,707
(552)
(66,663)
38,353
245
(17,930)
18,077
3,623
21,542
313,900
338
(4)
(323,125)
1,375
(324)
(404)
(164,423)
(23,254)
(192,377)
—
750,000
(620,000)
—
(1,332)
(7,259)
(4,544)
—
(249,891)
10,947
11,402
22,349
133,756
12,327
(931)
9,824
(9,643)
(8,346)
15,883
—
2,422
43,361
—
54
(2,136)
184
(651)
(3,108)
(4,642)
(15,013)
(3,393)
(17,892)
9,789
217,633
(70,629)
(82,069)
86,233
(78)
(198,688)
188,514
225
(19,377)
18,146
(77,723)
215,369
—
2,128
(14)
—
(735)
(324)
(3,725)
(160,154)
(19,675)
(181,691)
—
455,000
(425,000)
1,940
(16,919)
(5,699)
(6,070)
—
(145,569)
(5,659)
17,061
11,402
123,933
8,533
(1,161)
6,615
12,884
(8,648)
26,615
4,243
(860)
41,054
(63,435)
(1,419)
5,068
(2,009)
(1,778)
2,657
(6,202)
(15,563)
(3,821)
(1,281)
33
138,459
(24,569)
(65,889)
47,333
883
(231,847)
90,092
297
(10,312)
9,555
(184,457)
—
—
1,431
—
—
(1,427)
(468)
(3,725)
(148,649)
(19,675)
(209,879)
398,599
250,000
(240,000)
6,068
(51,687)
(5,024)
(4,361)
(4,000)
(32,797)
(78,795)
95,856
17,061
66
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012,
2011, and 2010, respectively)
Supplemental disclosure of non-cash transactions:
Common stock issued for partnership units exchanged
Real estate received through distribution in kind
Mortgage loans assumed through distribution in kind
Mortgage loans assumed for the acquisition of real estate
Real estate contributed for investments in real estate partnerships
Real estate received through foreclosure on notes receivable
Change in fair value of derivative instruments
Common stock issued for dividend reinvestment plan
Stock-based compensation capitalized
Contributions from limited partners in consolidated partnerships, net
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
See accompanying notes to consolidated financial statements.
2012
2011
2010
115,879
128,649
127,591
—
—
—
30,467
47,500
12,585
(4,285)
988
1,979
986
440
819
1,191
—
47,512
28,760
31,292
—
—
18
1,081
1,104
2,411
631
1,132
—
7,630
—
—
58,981
—
990
28,363
1,847
852
132
640
1,142
51
$
$
$
$
$
$
$
$
$
$
$
$
$
$
67 (This page intentionally left blank)
68 REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2012 and 2011
(in thousands, except unit data)
Assets
Real estate investments at cost (notes 2 and 3):
Land
Buildings and improvements
Properties in development
Less: accumulated depreciation
Investments in real estate partnerships (note 4)
Net real estate investments
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and
2011, respectively
Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011,
respectively
Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31,
2012 and 2011, respectively (note 6)
Trading securities held in trust, at fair value (note 13)
Other assets (note 9)
Total assets
Liabilities and Capital
Liabilities:
Notes payable (note 8)
Unsecured credit facilities (note 8)
Accounts payable and other liabilities (note 9 and 13)
Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December
31, 2012 and 2011, respectively (note 6)
Tenants’ security and escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies (notes 15 and 16)
Capital:
Partners’ capital (notes 11 and 12):
Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2011
Preferred units of general partner, $0.01 par value per unit, 13,000,000 and 11,000,000 units issued
and outstanding at December 31, 2012 and 2011, respectively, liquidation preference of $25 per unit
General partner; 90,394,486 and 89,921,858 units outstanding at December 31, 2012 and 2011,
respectively
Limited partners; 177,164 units outstanding at December 31, 2012 and 2011
Accumulated other comprehensive loss
Total partners’ capital
Noncontrolling interests (note 11):
Limited partners’ interests in consolidated partnerships
Total noncontrolling interests
Total capital
Total liabilities and capital
See accompanying notes to consolidated financial statements.
$
$
$
2012
2011
1,215,659
2,502,186
192,067
3,909,912
782,749
3,127,163
442,927
3,570,090
22,349
6,472
26,601
49,990
23,751
1,273,606
2,604,229
224,077
4,101,912
791,619
3,310,293
386,882
3,697,175
11,402
6,050
37,733
48,132
35,784
69,506
70,204
42,459
23,429
18,811
3,853,458
27,054
21,713
31,824
3,987,071
1,771,891
170,000
127,185
20,325
18,146
2,107,547
1,942,440
40,000
101,899
12,662
20,416
2,117,417
—
49,158
325,000
275,000
1,463,480
(1,153)
(57,715)
1,729,612
1,604,784
(963)
(71,429)
1,856,550
16,299
16,299
1,745,911
3,853,458
$
13,104
13,104
1,869,654
3,987,071
69
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2012, 2011, and 2010
(in thousands, except per unit data)
Revenues:
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
Other expense (income):
Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011,
and 2010, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan, including unrealized
(gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively
(note 13)
Total other expense (income)
(Loss) income before equity in income (loss) of investments in real estate
partnerships
Equity in income (loss) of investments in real estate partnerships (note 4)
Income from continuing operations before tax
Income tax expense (benefit) of taxable REIT subsidiary
Income from continuing operations
Discontinued operations, net (note 3):
Operating income
Gain on sale of operating properties, net
Income from discontinued operations
Income before gain on sale of real estate
Gain on sale of real estate
Net income
Noncontrolling interests:
Limited partners’ interests in consolidated partnerships
Income attributable to noncontrolling interests
Net income attributable to the Partnership
Preferred unit distributions
Net (loss) income attributable to common unit holders
(Loss) income per common unit - basic (note 14):
Continuing operations
Discontinued operations
Net (loss) income attributable to common unit holders
(Loss) income per common unit - diluted (note 14):
Continuing operations
Discontinued operations
Net (loss) income attributable to common unit holders
See accompanying notes to consolidated financial statements.
2012
2011
2010
359,350
3,327
107,732
26,511
496,920
126,808
69,900
61,700
55,604
7,246
321,258
350,223
2,996
105,899
33,980
493,098
128,963
71,707
56,117
54,622
6,719
318,128
332,159
2,540
104,092
29,400
468,191
118,398
67,514
61,505
52,386
6,297
306,100
112,129
123,645
125,287
74,816
852
12,424
—
19,886
4,243
(2,057)
185,740
(10,078)
23,807
13,729
13,224
505
1,691
21,855
23,546
24,051
2,158
26,209
(865)
(865)
25,344
(31,902)
(6,558)
(0.34)
0.26
(0.08)
(0.34)
0.26
(0.08)
206
136,275
38,695
9,643
48,338
2,994
45,344
2,098
5,942
8,040
53,384
2,404
55,788
(590)
(590)
55,198
(23,400)
31,798
0.26
0.09
0.35
0.26
0.09
0.35
(1,982)
147,434
14,657
(12,884)
1,773
(1,333)
3,106
1,325
7,577
8,902
12,008
993
13,001
(376)
(376)
12,625
(23,400)
(10,775)
(0.25)
0.11
(0.14)
(0.25)
0.11
(0.14)
$
$
$
$
$
$
70
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Net income
Other comprehensive income (loss):
Loss on settlement of derivative instruments:
Unrealized loss on derivative instruments
Amortization of loss on settlement of derivative instruments recognized in
net income
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Less: reclassification adjustment for change in fair value of derivative
instruments included in net income
Other comprehensive income (loss)
Comprehensive income (loss)
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
2012
2011
2010
$
26,209
55,788
13,001
—
9,466
4,220
25
13,711
39,920
865
(31)
834
—
(61,625)
9,467
5,575
11
7
9,485
65,273
590
9
599
28,363
(3,294)
(30,981)
(17,980)
376
—
376
Comprehensive income (loss) attributable to the Partnership
$
39,086
64,674
(18,356)
See accompanying notes to consolidated financial statements.
71 .
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
l
a
t
i
p
a
C
f
o
s
t
n
e
m
e
t
a
t
S
d
e
t
a
d
i
l
o
s
n
o
C
0
1
0
2
d
n
a
,
1
1
0
2
,
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
d
e
d
n
e
s
r
a
e
y
e
h
t
r
o
F
)
s
d
n
a
s
u
o
h
t
n
i
(
)
3
7
2
(
1
6
1
1
0
0
,
3
1
)
1
8
9
,
0
3
(
)
3
2
4
,
2
5
1
(
)
0
0
4
,
3
2
(
6
3
2
,
7
4
7
4
—
6
7
3
—
—
1
6
1
)
6
5
4
,
1
(
—
—
—
—
)
3
7
2
(
—
5
2
6
,
2
1
)
1
8
9
,
0
3
(
)
7
6
9
,
0
5
1
(
)
0
0
4
,
3
2
(
6
3
2
,
7
4
7
4
—
—
—
—
—
—
—
—
—
)
2
1
9
,
0
3
(
8
8
7
,
5
5
5
8
4
,
9
3
4
8
,
7
1
7
8
7
,
2
)
1
7
6
,
2
6
1
(
)
0
0
4
,
3
2
(
9
5
6
,
0
1
1
6
7
,
4
1
2
9
—
0
9
5
7
8
7
,
2
)
1
1
1
,
1
(
—
—
—
—
8
9
1
,
5
5
6
7
4
,
9
3
4
8
,
7
1
)
0
6
5
,
1
6
1
(
)
0
0
4
,
3
2
(
9
5
6
,
0
1
1
6
7
,
4
1
2
—
—
—
—
—
—
—
6
5
4
,
9
2
0
4
,
4
4
7
,
1
9
2
8
,
0
1
3
7
5
,
3
3
7
,
1
)
5
8
8
,
0
8
(
4
8
)
9
6
(
—
—
)
8
6
4
(
—
—
—
)
2
6
7
(
3
0
1
)
0
3
6
,
7
(
0
2
—
—
)
4
2
3
(
—
—
—
—
)
3
7
2
(
—
6
1
8
,
8
)
9
9
4
,
0
5
1
(
)
5
7
6
,
9
1
(
6
3
2
,
7
4
7
4
0
3
6
,
7
2
6
0
,
6
6
7
,
1
—
0
7
3
,
1
5
—
3
4
8
,
7
1
)
6
3
2
,
1
6
1
(
)
5
7
6
,
9
1
(
9
5
6
,
0
1
1
6
7
,
4
1
2
7
0
6
,
0
3
9
,
1
8
4
7
,
1
1
9
5
8
,
8
1
9
,
1
)
3
7
9
,
9
4
(
1
2
3
,
7
3
5
3
,
2
1
9
,
1
l
a
t
o
T
l
a
t
i
p
a
C
g
n
i
l
l
o
r
t
n
o
c
n
o
N
n
i
s
t
s
e
r
e
t
n
I
’
s
r
e
n
t
r
a
P
d
e
t
i
m
L
i
n
i
t
s
e
r
e
t
n
I
d
e
t
a
d
i
l
o
s
n
o
C
s
p
i
h
s
r
e
n
t
r
a
P
l
a
t
o
T
’
s
r
e
n
t
r
a
P
l
a
t
i
p
a
C
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
e
v
i
s
n
e
h
e
r
p
m
o
C
)
s
s
o
L
(
e
m
o
c
n
I
d
e
t
i
m
L
i
s
r
e
n
t
r
a
P
r
e
n
t
r
a
P
l
a
r
e
n
e
G
d
n
a
d
e
r
r
e
f
e
r
P
s
t
i
n
U
n
o
m
m
o
C
8
5
1
,
9
4
5
2
7
,
3
d
e
r
r
e
f
e
r
P
s
t
i
n
U
$
—
—
—
—
)
5
2
7
,
3
(
—
—
—
—
—
—
—
—
—
)
5
2
7
,
3
(
8
5
1
,
9
4
5
2
7
,
3
$
y
b
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
c
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
s
t
i
n
u
n
o
m
m
o
C
s
e
s
a
h
c
r
u
p
e
r
f
o
t
e
n
,
y
n
a
p
m
o
C
t
n
e
r
a
P
t
n
e
r
a
P
f
o
k
c
o
t
s
n
o
m
m
o
c
r
o
f
d
e
g
n
a
h
c
x
e
s
t
i
n
u
n
o
m
m
o
C
y
n
a
p
m
o
C
f
o
n
o
i
t
a
z
i
t
r
o
m
a
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
y
n
a
p
m
o
C
t
n
e
r
a
P
y
b
d
e
u
s
s
i
s
t
i
n
u
d
e
t
c
i
r
t
s
e
R
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
)
3
1
e
t
o
n
(
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
9
0
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
e
m
o
c
n
i
t
e
N
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
n
o
i
t
u
b
i
r
t
s
i
d
t
i
n
u
d
e
r
r
e
f
e
r
P
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
y
b
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
c
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
s
t
i
n
u
n
o
m
m
o
C
s
e
s
a
h
c
r
u
p
e
r
f
o
t
e
n
,
y
n
a
p
m
o
C
t
n
e
r
a
P
f
o
n
o
i
t
a
z
i
t
r
o
m
a
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
y
n
a
p
m
o
C
t
n
e
r
a
P
y
b
d
e
u
s
s
i
s
t
i
n
u
d
e
t
c
i
r
t
s
e
R
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
0
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
e
m
o
c
n
i
t
e
N
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
n
o
i
t
u
b
i
r
t
s
i
d
t
i
n
u
d
e
r
r
e
f
e
r
P
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
72
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
l
a
t
i
p
a
C
f
o
s
t
n
e
m
e
t
a
t
S
d
e
t
a
d
i
l
o
s
n
o
C
0
1
0
2
d
n
a
,
1
1
0
2
,
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
d
e
d
n
e
s
r
a
e
y
e
h
t
r
o
F
)
s
d
n
a
s
u
o
h
t
n
i
(
l
a
t
o
T
l
a
t
i
p
a
C
g
n
i
l
l
o
r
t
n
o
c
n
o
N
n
i
s
t
s
e
r
e
t
n
I
’
s
r
e
n
t
r
a
P
d
e
t
i
m
L
i
n
i
t
s
e
r
e
t
n
I
d
e
t
a
d
i
l
o
s
n
o
C
s
p
i
h
s
r
e
n
t
r
a
P
l
a
t
o
T
’
s
r
e
n
t
r
a
P
l
a
t
i
p
a
C
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
e
v
i
s
n
e
h
e
r
p
m
o
C
)
s
s
o
L
(
e
m
o
c
n
I
d
e
t
i
m
L
i
s
r
e
n
t
r
a
P
r
e
n
t
r
a
P
l
a
r
e
n
e
G
d
n
a
d
e
r
r
e
f
e
r
P
s
t
i
n
U
n
o
m
m
o
C
9
0
2
,
6
2
1
1
7
,
3
1
2
1
2
6
3
,
3
)
6
3
7
,
6
6
1
(
)
5
2
1
,
8
4
(
)
8
5
6
,
3
2
(
6
2
5
,
1
1
0
0
9
,
3
1
3
)
0
0
0
,
5
7
2
(
6
5
0
,
1
2
5
6
8
)
1
3
(
—
2
6
3
,
3
)
1
0
0
,
1
(
—
—
—
—
—
—
2
1
—
4
4
3
,
5
2
2
4
7
,
3
1
)
5
3
7
,
5
6
1
(
)
5
2
1
,
8
4
(
)
8
5
6
,
3
2
(
6
2
5
,
1
1
0
0
9
,
3
1
3
)
0
0
0
,
5
7
2
(
6
5
0
,
1
2
—
—
—
—
—
—
—
—
—
—
4
1
7
,
3
1
4
5
6
,
9
6
8
,
1
4
0
1
,
3
1
0
5
5
,
6
5
8
,
1
)
9
2
4
,
1
7
(
1
1
9
,
5
4
7
,
1
9
9
2
,
6
1
2
1
6
,
9
2
7
,
1
)
5
1
7
,
7
5
(
)
3
5
1
,
1
(
)
3
6
9
(
6
0
1
8
2
—
—
—
2
1
—
7
6
8
,
5
2
4
8
7
,
9
7
8
,
1
)
4
2
3
(
)
1
1
4
,
5
6
1
(
—
—
—
—
—
—
—
)
4
5
2
,
3
2
(
6
2
5
,
1
1
0
0
9
,
3
1
3
)
0
0
0
,
5
7
2
(
6
5
0
,
1
2
0
8
4
,
8
8
7
,
1
—
—
—
—
)
4
0
4
(
)
5
2
1
,
8
4
(
—
—
—
—
—
)
9
2
6
(
8
5
1
,
9
4
d
e
r
r
e
f
e
r
P
s
t
i
n
U
$
d
e
u
s
s
i
k
c
o
t
s
d
e
r
r
e
f
e
r
p
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
s
t
i
n
u
s
t
s
o
c
e
c
n
a
u
s
s
i
f
o
t
e
n
,
y
n
a
p
m
o
C
d
e
r
r
e
f
e
r
P
t
n
e
r
a
P
y
b
f
o
n
o
i
t
a
z
i
t
r
o
m
a
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
s
t
i
n
u
d
e
t
c
i
r
t
s
e
R
y
n
a
p
m
o
C
t
n
e
r
a
P
y
b
d
e
u
s
s
i
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
s
n
o
i
t
p
m
e
d
e
r
k
c
o
t
s
d
e
r
r
e
f
e
r
P
$
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
y
b
d
e
u
s
s
i
k
c
o
t
s
n
o
m
m
o
c
f
o
t
l
u
s
e
r
a
s
a
d
e
u
s
s
i
s
t
i
n
u
n
o
m
m
o
C
s
e
s
a
h
c
r
u
p
e
r
f
o
t
e
n
,
y
n
a
p
m
o
C
t
n
e
r
a
P
.
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
d
e
t
a
d
i
l
o
s
n
o
c
o
t
s
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
e
S
)
s
s
o
l
(
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
t
e
n
,
n
a
l
p
n
o
i
t
a
s
n
e
p
m
o
c
d
e
r
r
e
f
e
D
1
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
e
m
o
c
n
i
t
e
N
s
r
e
n
t
r
a
p
m
o
r
f
s
n
o
i
t
u
b
i
r
t
n
o
C
s
r
e
n
t
r
a
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
D
s
t
i
n
u
d
e
r
r
e
f
e
r
p
f
o
n
o
i
t
p
m
e
d
e
R
s
n
o
i
t
u
b
i
r
t
s
i
d
t
i
n
u
d
e
r
r
e
f
e
r
P
73
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2012
2011
2010
$
26,209
55,788
13,001
Depreciation and amortization
Amortization of deferred loan cost and debt premium
Amortization and (accretion) of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in (income) loss of investments in real estate partnerships
Net gain on sale of properties
Provision for impairment
Early extinguishment of debt
Deferred income tax expense (benefit) of taxable REIT subsidiary
Distribution of earnings from operations of investments in real estate partnerships
Settlement of derivative instruments
(Gain) loss on derivative instruments
Deferred compensation expense (income)
Realized and unrealized (gain) loss on trading securities held in trust
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivables, net
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security and escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
(Issuance) collection of notes receivable
Investments in real estate partnerships
Distributions received from investments in real estate partnerships
Dividends on trading securities held in trust
Acquisition of trading securities held in trust
Proceeds from sale of trading securities held in trust
Cash flows from financing activities:
Net cash provided by (used in) investing activities
Net proceeds from common units issued as a result of common stock issued by Parent
Company
Net proceeds from preferred units issued as a result of preferred stock issued by Parent
Company
Proceeds from sale of treasury stock
Acquisition of treasury stock
Redemption of preferred partnership units
Distributions to limited partners in consolidated partnerships, net
Distributions to partners
Distributions to preferred unit holders
Repayment of fixed rate unsecured notes
Proceeds from issuance of fixed rate unsecured notes, net
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Payment of premium on tender offer
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
$
127,839
12,759
(1,043)
9,806
(23,807)
(24,013)
74,816
852
13,727
44,809
—
(22)
2,069
(2,095)
(423)
6,157
(6,059)
(12,642)
(1,079)
10,994
(1,639)
257,215
(156,026)
(164,588)
352,707
(552)
(66,663)
38,353
245
(17,930)
18,077
3,623
133,756
12,327
(931)
9,824
(9,643)
(8,346)
15,883
—
2,422
43,361
—
54
(2,136)
184
(651)
(3,108)
(4,642)
(15,013)
(3,393)
(17,892)
9,789
217,633
(70,629)
(82,069)
86,233
(78)
(198,688)
188,514
225
(19,377)
18,146
(77,723)
123,933
8,533
(1,161)
6,615
12,884
(8,648)
26,615
4,243
(860)
41,054
(63,435)
(1,419)
5,068
(2,009)
(1,778)
2,657
(6,202)
(15,563)
(3,821)
(1,281)
33
138,459
(24,569)
(65,889)
47,333
883
(231,847)
90,092
297
(10,312)
9,555
(184,457)
21,542
215,369
—
313,900
338
(4)
(323,125)
1,375
(164,747)
(23,658)
(192,377)
—
750,000
(620,000)
—
(1,332)
(7,259)
(4,544)
—
(249,891)
10,947
11,402
22,349
—
2,128
(14)
—
(735)
(160,478)
(23,400)
(181,691)
—
455,000
(425,000)
1,940
(16,919)
(5,699)
(6,070)
—
(145,569)
(5,659)
17,061
11,402
—
1,431
—
—
(1,427)
(149,117)
(23,400)
(209,879)
398,599
250,000
(240,000)
6,068
(51,687)
(5,024)
(4,361)
(4,000)
(32,797)
(78,795)
95,856
17,061
74 REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2012, 2011, and 2010
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012,
2011, and 2010, respectively)
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged
Real estate received through distribution in kind
Mortgage loans assumed through distribution in kind
Mortgage loans assumed for the acquisition of real estate
Real estate contributed for investments in real estate partnerships
Real estate received through foreclosure on notes receivable
Change in fair value of derivative instruments
Common stock issued by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Contributions from limited partners in consolidated partnerships, net
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
See accompanying notes to consolidated financial statements.
2012
2011
2010
115,879
128,649
127,591
—
—
—
30,467
47,500
12,585
(4,285)
988
1,979
986
440
819
1,191
—
47,512
28,760
31,292
—
—
18
1,081
1,104
2,411
631
1,132
—
7,630
—
—
58,981
—
990
28,363
1,847
852
132
640
1,142
51
$
$
$
$
$
$
$
$
$
$
$
$
$
$
75
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
1.
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation
General
Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust
(“REIT”) in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). At
December 31, 2012, the Parent Company owned approximately 99.8% of the outstanding common
Partnership Units of the Operating Partnership. The Parent Company engages in the ownership, management,
leasing, acquisition, and development of retail shopping centers through the Operating Partnership, and has
no other assets or liabilities other than through its investment in the Operating Partnership. At December 31,
2012, the Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis
(the "Company” or “Regency”) directly owned 204 retail shopping centers and held partial interests in an
additional 144 retail shopping centers through investments in real estate partnerships (also referred to as joint
ventures or co-investment partnerships).
Estimates, Risks, and Uncertainties
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted
Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The most significant estimates in the Company's
financial statements relate to the carrying values of its investments in real estate including its shopping
centers, properties in development and its investments in real estate partnerships, and accounts receivable,
net. Although the U.S. economy is recovering, economic conditions remain challenging, and therefore, it is
possible that the estimates and assumptions that have been utilized in the preparation of the consolidated
financial statements could change significantly, if economic conditions were to weaken.
Consolidation
The accompanying consolidated financial statements include the accounts of the Parent Company, the
Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company
has a controlling interest. Investments in real estate partnerships not controlled by the Company are
accounted for under the equity method. All significant inter-company balances and transactions are
eliminated in the consolidated financial statements.
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding and two series of preferred stock
outstanding (“Series 6 and 7 Preferred Stock”). The dividends on the Series 6 and 7 Preferred Stock are
cumulative and payable in arrears on the last day of each calendar quarter.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. At
December 31, 2012, the Parent Company owned approximately 99.8% or 90,394,486 of the total 90,571,650
Partnership Units outstanding. Net income and distributions of the Operating Partnership are allocable to the
general and limited common Partnership Units in accordance with their ownership percentages.
Investments in Real Estate Partnerships
Investments in real estate partnerships not controlled by the Company are accounted for under the equity
method. The accounting policies of the real estate partnerships are similar to the Company's accounting
policies. Income or loss from these real estate partnerships, which includes all operating results (including
impairment losses) and gains on sales of properties within the joint ventures, is allocated to the Company in
accordance with the respective partnership agreements. Such allocations of net income or loss are recorded
in equity in income (loss) of investments in real estate partnerships in the accompanying Consolidated
Statements of Operations. The net difference in the carrying amount of investments in real estate partnerships
76 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
and the underlying equity in net assets is either accreted to income and recorded in equity in income (loss) of
investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the
expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years,
or recognized at liquidation if the joint venture agreement includes a unilateral right to elect to dissolve the
real estate partnership and, upon such an election, receive a distribution in-kind, as discussed further below.
Cash distributions of earnings from operations from investments in real estate partnerships are presented in
cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a
property included in investments in real estate partnerships are presented in cash flows provided by investing
activities in the accompanying Consolidated Statements of Cash Flows.
The Company evaluates the structure and the substance of its investments in the real estate partnerships to
determine if they are variable interest entities. The Company has concluded that these partnership
investments are not variable interest entities. Further, the joint venture partners in the real estate partnerships
have significant ownership rights, including approval over operating budgets and strategic plans, capital
spending, sale or financing, and admission of new partners. Upon formation of the joint ventures, the
Company, through the Operating Partnership, also became the managing member, responsible for the day-to-
day operations of the real estate partnerships. In accordance with the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 810, the Company evaluated its investment in
each real estate partnership and concluded that the other partners have kick-out rights and/or substantive
participating rights and, therefore, the Company has concluded that the equity method of accounting is
appropriate for these investments and they do not require consolidation. Under the equity method of
accounting, investments in real estate partnerships are initially recorded at cost, subsequently increased for
additional contributions and allocations of income, and reduced for distributions received and allocations of
loss. These investments are included in the consolidated financial statements as investments in real estate
partnerships.
Noncontrolling Interests
The Company consolidates all entities in which it has a controlling ownership interest. A controlling
ownership interest is typically attributable to the entity with a majority voting interest. Noncontrolling
interest is the portion of equity, in a subsidiary or consolidated entity, not attributable, directly or indirectly to
the Company. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity or
capital, but separately from stockholders' equity or partners' capital. On the Consolidated Statements of
Operations, all of the revenues and expenses from less-than-wholly-owned consolidated subsidiaries are
reported in net income (loss), including both the amounts attributable to the Company and noncontrolling
interests. The amounts of consolidated net income (loss) attributable to the Company and to the
noncontrolling interests are clearly identified on the accompanying Consolidated Statements of Operations.
Noncontrolling Interests of the Parent Company
The consolidated financial statements of the Parent Company include the following ownership interests held
by owners other than the preferred and common stockholders of the Parent Company: (i) the limited
Partnership Units in the Operating Partnership held by third parties (“Exchangeable operating partnership
units”) and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited
partners' interests in consolidated partnerships”). The Parent Company has included all of these
noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive
Income (Loss). The portion of net income (loss) or comprehensive income (loss) attributable to these
noncontrolling interests is included in net income (loss) and comprehensive income (loss) in the
accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive
Income (Loss) of the Parent Company.
In accordance with the FASB ASC Topic 480, securities that are redeemable for cash or other assets at the
option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling
interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated
the conditions as specified under the FASB ASC Topic 480 as it relates to exchangeable operating partnership
units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by
delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is
77 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require
redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable
by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the
managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its
fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent
Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance
Sheets and Consolidated Statements of Equity and Comprehensive Income (Loss).
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that Limited partners' interests in consolidated partnerships are
noncontrolling interests. The Operating Partnership has included these noncontrolling interests in permanent
capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated
Statements of Capital and Comprehensive Income (Loss). The portion of net income (loss) or comprehensive
income (loss) attributable to these noncontrolling interests is included in net income (loss) and
comprehensive income (loss) in the accompanying Consolidated Statements of Operations and Consolidated
Statements Comprehensive Income (Loss) of the Operating Partnership.
(b)
Revenues
The Company leases space to tenants under agreements with varying terms. Leases are accounted for as
operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless
of when payments are due. The Company estimates the collectibility of the accounts receivable related to
base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the
Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining
lease terms.
During the years ended December 31, 2012, 2011, and 2010, the Company recorded provisions for doubtful
accounts of $3.0 million, $3.2 million, and $4.0 million, respectively, of which approximately $151,000 and
$56,000 is included in discontinued operations for 2011 and 2010, respectively. There were no provisions for
doubtful accounts included in discontinued operations in 2012.
The following table represents the components of accounts receivable, net of allowance for doubtful
accounts, as of December 31, 2012 and 2011 in the accompanying Consolidated Balance Sheets (in
thousands):
Tenant receivables
CAM and tax reimbursements
Other receivables
Less: allowance for doubtful accounts
Total
2012
2011
$
$
4,043
17,891
8,582
(3,915)
26,601
4,654
26,355
10,166
(3,442)
37,733
Substantially all of the lease agreements with anchor tenants contain provisions that provide for additional
rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants
achieve the specified targets as defined in their lease agreements. Substantially all lease agreements contain
provisions for reimbursement of the tenants' share of real estate taxes, insurance and common area
maintenance (“CAM”) costs. Recovery of real estate taxes, insurance, and CAM costs are recognized as the
respective costs are incurred in accordance with the lease agreements.
As part of the leasing process, the Company may provide the lessee with an allowance for the construction of
leasehold improvements. These leasehold improvements are capitalized and recorded as tenant
improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease
term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in
the event the Company is not considered the owner of the improvements, the allowance is considered to be a
lease incentive and is recognized over the lease term as a reduction of minimum rent. Factors considered
during this evaluation include, among other things, who holds legal title to the improvements as well as other
controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g.
unilateral control of the tenant space during the build-out process). Determination of the appropriate
78
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and
circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements,
recognition of lease revenue commences when the lessee is given possession of the leased space upon
completion of tenant improvements. However, when the leasehold improvements are owned by the tenant,
the lease inception date is the date the tenant obtains possession of the leased space for purposes of
constructing its leasehold improvements.
Profits from sales of real estate are recognized under the full accrual method by the Company when: (i) a sale
is consummated; (ii) the buyer's initial and continuing investment is adequate to demonstrate a commitment
to pay for the property; (iii) the Company's receivable, if applicable, is not subject to future subordination;
(iv) the Company has transferred to the buyer the usual risks and rewards of ownership; and (v) the Company
does not have substantial continuing involvement with the property.
The Company sells shopping centers to joint ventures in exchange for cash equal to the fair value of the
ownership interest of its partners. The Company accounts for those sales as “partial sales” and recognizes
gains on those partial sales in the period the properties were sold to the extent of the percentage interest sold,
and in the case of certain real estate partnerships, applies a more restrictive method of recognizing gains, as
discussed further below. The gains and operations associated with properties sold to these real estate
partnerships are not classified as discontinued operations because the Company continues to partially own
and manage these shopping centers.
As of December 31, 2012, six of the Company's joint ventures (“DIK-JV”) give each partner the unilateral
right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind
(“DIK”) of the assets of the real estate partnership equal to their respective capital account, which could
include properties the Company previously sold to the real estate partnership. The liquidation provisions
require that all of the properties owned by the real estate partnership be appraised to determine their
respective fair values. As a general rule, if the Company initiates the liquidation process, its partner has the
right to choose the first property that it will receive with the Company choosing the next property that it will
receive in liquidation. If the Company's partner initiates the liquidation process, the order of the selection
process is reversed. The process then continues with an alternating selection of properties by each partner
until the balance of each partner's capital account, on a fair value basis, has been distributed. After the final
selection, to the extent that the fair value of properties in the DIK-JV are not distributable in a manner that
equals the balance of each partner's capital account, a cash payment would be made to the other partner by
the partner receiving a property distribution in excess of its capital account. The partners may also elect to
liquidate some or all of the properties through sales rather than through the DIK process.
Because the contingency associated with the possibility of receiving a particular property back upon
liquidation is not satisfied at the property level, but at the aggregate level, no deferred gain is recognized on
property sold by the DIK-JV to a third party or received by the Company upon actual dissolution. Instead, the
property received upon dissolution is recorded at the carrying value of the Company's investment in the DIK-
JV on the date of dissolution.
The Company is engaged under agreements with its joint venture partners to provide asset management,
property management, leasing, investing, and financing services for such joint ventures' shopping centers.
The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated
values of the properties managed or the proceeds received, and are recognized as services are rendered, when
fees due are determinable, and collectibility is reasonably assured. The Company also receives transaction
fees, as contractually agreed upon with a joint venture, which include fees such as acquisition fees,
disposition fees, “promotes”, or “earnouts”.
(c)
Real Estate Investments
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to
development activities are capitalized into properties in development on the accompanying Consolidated
Balance Sheets. Properties in development are defined as properties that are in the construction or initial
lease-up phase and have not reached their initial full occupancy. Once a development property is
substantially complete and held available for occupancy, costs are no longer capitalized. The capitalized
costs include pre-development costs essential to the development of the property, development costs,
construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the
period of development. Interest costs are capitalized into each development project based upon applying the
79
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Company's weighted average borrowing rate to that portion of the actual development costs expended. The
Company discontinues interest cost capitalization when the property is no longer being developed or is
available for occupancy upon substantial completion of tenant improvements, but in no event would the
Company capitalize interest on the project beyond 12 months after substantial completion of the building
shell.
The following table represents the components of properties in development as of December 31, 2012 and
2011 in the accompanying Consolidated Balance Sheets (in thousands):
Construction in process
Construction complete and in lease-up
Land held for future development
Total
2012
2011
$
$
133,153
—
58,914
192,067
50,903
76,301
96,873
224,077
Construction in process represents developments where the Company has not yet incurred at least 90% of the
expected costs to complete and the anchor tenant has not yet been open for at least two calendar years.
Construction complete and in lease-up represents developments where the Company has incurred at least
90% of the estimated costs to complete and the anchor tenant has not yet been open for at least two calendar
years, but is still completing lease-up and final tenant build out. Land held for future development represents
projects not in construction, but identified and available for future development if and when the market
demand for a new shopping center exists.
The Company incurs costs prior to land acquisition including contract deposits, as well as legal, engineering,
and other external professional fees related to evaluating the feasibility of developing a shopping center.
These pre-development costs are included in properties in development in the accompanying Consolidated
Balance Sheets. At December 31, 2012 and 2011, the Company had capitalized pre-development costs of
$3.5 million and $2.1 million, respectively, of which $2.3 million and $1.0 million, respectively, were
refundable deposits. If the Company determines that the development of a particular shopping center is no
longer probable, any related pre-development costs previously capitalized are immediately expensed in other
expenses in the accompanying Consolidated Statements of Operations. During the years ended December 31,
2012, 2011, and 2010, the Company expensed pre-development costs of approximately $1.5 million,
$241,000, and $520,000, respectively, in other expenses in the accompanying Consolidated Statements of
Operations.
Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in
operating and maintenance expense.
Depreciation is computed using the straight-line method over estimated useful lives of approximately 40
years for buildings and improvements, the shorter of the useful life or the remaining lease term subject to a
maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.
The Company and the real estate partnerships account for business combinations using the acquisition
method by recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at their acquisition date fair values. The Company expenses transaction
costs associated with business combinations in the period incurred.
The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which
includes land, building, and improvements. In addition, the Company determines the estimated fair value of
identifiable intangible assets, considering the following three categories: (i) value of in-place leases,
(ii) above and below-market value of in-place leases, and (iii) customer relationship value.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating
leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery
revenue during the assumed lease-up period. The value of in-place leases is recorded to amortization expense
over the remaining initial term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the
present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases
and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a
80
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
period equal to the remaining non-cancelable term of the lease. The value of above-market leases is
amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of
below-market leases is accreted to minimum rent over the remaining terms of the respective leases, including
below-market renewal options, if applicable. The Company does not assign value to customer relationship
intangibles if it has pre-existing business relationships with the major retailers at the acquired property since
they do not provide incremental value over the Company's existing relationships.
The Company classifies an operating property or a property in development as held-for-sale upon satisfaction
of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the
property is available for immediate sale in its present condition subject only to terms that are usual and
customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to
complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer
of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale
at a price that is reasonable in relation to its current fair value, and (vi) actions required to complete the plan
indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow prospective
buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain
other matters critical to the final sale, such as financing arrangements, often remain pending even upon
contract acceptance. As a result, properties under contract may not close within the expected time period, or
may not close at all. Therefore, any properties categorized as held-for-sale represent only those properties that
management has determined are probable to close within the requirements set forth above. Operating
properties held-for-sale are carried at the lower of cost or fair value less costs to sell. The recording of
depreciation and amortization expense is suspended during the held-for-sale period. If circumstances arise
that previously were considered unlikely and, as a result, the Company decides not to sell a property
previously classified as held-for-sale, the property is reclassified as held and used and is measured
individually at the lower of its (i) carrying amount before the property was classified as held-for-sale,
adjusted for any depreciation and amortization expense that would have been recognized had the property
been continuously classified as held and used or (ii) the fair value at the date of the subsequent decision not to
sell. Any required adjustment to the carrying amount of the property reclassified as held and used is included
in income from continuing operations in the period of the subsequent decision not to sell and the results of
operations previously reported in discontinued operations are reclassified and included in income from
continuing operations for all periods presented.
When the Company sells a property or classifies a property as held-for-sale and will not have significant
continuing involvement in the operation of the property, the operations of the property are eliminated from
ongoing operations and classified in discontinued operations. Its operations, including any mortgage interest
and gain on sale, are reported in discontinued operations so that the operations are clearly distinguished. Prior
periods are also reclassified to reflect the operations of the property as discontinued operations. When the
Company sells an operating property to a joint venture or to a third party, and will continue to manage the
property, the operations and gain on sale are included in income from continuing operations.
We evaluate whether there are any indicators, including property operating performance and general market
conditions, that the value of the real estate properties (including any related amortizable intangible assets or
liabilities) may not be recoverable. Through the evaluation, we compare the current carrying value of the
asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate
disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental
rates, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding
the residual value upon disposition, including the exit capitalization rate. These key assumptions are
subjective in nature and could differ materially from actual results. Changes in our disposition strategy or
changes in the marketplace may alter the hold period of an asset or asset group which may result in an
impairment loss and such loss could be material to the Company's financial condition or operating
performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash
flows, an impairment loss is recognized equal to the excess of carrying value over fair value. If such
indicators are not identified, management will not assess the recoverability of a property's carrying value. If
a property previously classified as held and used is changed to held-for-sale, the Company estimates fair
value, less expected costs to sell, which could cause the Company to determine that the property is impaired.
The fair value of real estate assets is highly subjective and is determined through comparable sales
information and other market data if available, or through use of an income approach such as the direct
81 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
capitalization method or the traditional discounted cash flow approach. Such cash flow projections consider
factors such as expected future operating income, trends and prospects, as well as the effects of demand,
competition and other factors, and therefore is subject to a significant degree of management judgment and
changes in those factors could impact the determination of fair value. In estimating the fair value of
undeveloped land, the Company generally uses market data and comparable sales information.
During the years ended December 31, 2012, 2011, and 2010, the Company established a provision for
impairment on Consolidated Properties of $74.8 million, $15.9 million, and $23.9 million, respectively, of
which $3.5 million and $6.7 million was included in discontinued operations for 2011 and 2010, respectively.
There were no impairments included in discontinued operations in 2012. Further, the Company evaluated its
property portfolio and did not identify any properties that would meet the above mentioned criteria for held-
for-sale as of December 31, 2012 and 2011.
A loss in value of investments in real estate partnerships under the equity method of accounting, other than a
temporary decline, must be recognized in the period in which the loss occurs. If management identifies
indicators that the value of the Company's investment in real estate partnerships may be impaired, it evaluates
the investment by calculating the fair value of the investment by discounting estimated future cash flows over
the expected term of the investment. As a result of this evaluation, the Company established no provision for
impairment during the year ended December 31, 2012, and established a provision for impairment of $4.6
million on one investment in real estate partnership during the year ended December 31, 2011 and $2.7
million on another investment in real estate partnership during the year ended December 31, 2010 .
The net tax basis of the Company's real estate assets exceeds the book basis by approximately $247.6 million
and $95.1 million at December 31, 2012 and 2011, respectively, primarily due to the property impairments
recorded for book purposes and the cost basis of the assets acquired and their carryover basis recorded for tax
purposes.
(d)
Cash and Cash Equivalents
Any instruments which have an original maturity of 90 days or less when purchased are considered cash
equivalents. At December 31, 2012 and 2011, $6.5 million and $6.0 million, respectively, of cash was
restricted through escrow agreements and certain mortgage loans.
(e)
Notes Receivable
The Company records notes receivable at cost on the accompanying Consolidated Balance Sheets and interest
income is accrued as earned and netted against interest expense in the accompanying Consolidated
Statements of Operations. If a note receivable is past due, meaning the debtor is past due per contractual
obligations, the Company ceases to accrue interest. However, in the event the debtor subsequently becomes
current, the Company will resume accruing interest and record the interest income accordingly. The Company
evaluates the collectibility of both interest and principal for all notes receivable to determine whether
impairment exists using the present value of expected cash flows discounted at the note receivable's effective
interest rate or, alternatively, at the observable market price of the loan or the fair value of the collateral if the
loan is collateral dependent. In the event the Company determines a note receivable or a portion thereof is
considered uncollectible, the Company records a provision for impairment. The Company estimates the
collectibility of notes receivable taking into consideration the Company's experience in the retail sector,
available internal and external credit information, payment history, market and industry trends, and debtor
credit-worthiness.
(f)
Deferred Costs
Deferred costs include leasing costs and loan costs, net of accumulated amortization. Such costs are
amortized over the periods through lease expiration or loan maturity, respectively. If the lease is terminated
early, or if the loan is repaid prior to maturity, the remaining leasing costs or loan costs are written off.
Deferred leasing costs consist of internal and external commissions associated with leasing the Company's
shopping centers. Net deferred leasing costs were $55.5 million and $56.5 million at December 31, 2012 and
2011, respectively. Deferred loan costs consist of initial direct and incremental costs associated with
financing activities. Net deferred loan costs were $14.0 million and $13.7 million at December 31, 2012 and
2011, respectively.
82 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
(g)
Derivative Financial Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing
the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically,
the Company enters into derivative financial instruments to manage exposures that arise from business activities
that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are
determined by interest rates. The Company's derivative financial instruments are used to manage differences in
the amount, timing, and duration of the Company's known or expected cash payments principally related to the
Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the
accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of
derivatives depends on the intended use of the derivative, whether the Company has elected to designate a
derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has
satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of
the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular
risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a
hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions,
are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain
or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the
hedged asset or liability attributable to the hedged risk in a fair value hedge or the earnings effect of the
hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that
are intended to economically hedge certain risks, even though hedge accounting does not apply or the
Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or
forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest
rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in
exchange for the Company making fixed-rate payments over the life of the agreements without exchange of
the underlying notional amount. The gains or losses resulting from changes in fair value of derivatives that
qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective
portion of the derivative's change in fair value is recognized in the Statements of Operations as a gain or loss
on derivative instruments. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized
over the underlying term of the hedged transaction.
The Company formally documents all relationships between hedging instruments and hedged items, as well
as its risk management objectives and strategies for undertaking various hedge transactions. The Company
assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows
of the hedged items.
In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such
as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All
methods of assessing fair value result in a general approximation of value, and such value may never actually
be realized.
The settlement of interest rate swap terminations is presented in cash flows provided by operating activities in
the accompanying Consolidated Statements of Cash Flows.
(h)
Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal
Revenue Code (the “Code”). As a REIT, the Parent Company will generally not be subject to federal income
tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Regency Realty
Group, Inc. (“RRG”), a wholly-owned subsidiary of the Operating Partnership, is a Taxable REIT Subsidiary
(“TRS”) as defined in Section 856(l) of the Code. RRG is subject to federal and state income taxes and files
separate tax returns. As a pass through entity, the Operating Partnership's taxable income or loss is reported
by its partners, of which the Parent Company, as general partner and approximately 99.8% owner, is allocated
its pro-rata share of tax attributes.
83 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences
are expected to be recovered or settled.
Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income
reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases
of the shopping centers, as well as other timing differences.
Tax positions are initially recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently
be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The
Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax
returns and that its accruals for tax liabilities are adequate for all open tax years (2009 and forward for federal
and state) based on an assessment of many factors including past experience and interpretations of tax laws
applied to the facts of each matter.
(i)
Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number
of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit
reflect the conversion of obligations and the assumed exercises of securities including the effects of shares
issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the
Company's share-based compensation awards are not participating securities as they are forfeitable.
(j)
Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes
stock-based compensation based on the grant-date fair value of the award and the cost of the stock-based
compensation is expensed over the vesting period.
When the Parent Company issues common shares as compensation, it receives a like number of common
units from the Operating Partnership. The Company is committed to contributing to the Operating
Partnership all proceeds from the exercise of stock options or other share-based awards granted under the
Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in
the Operating Partnership will increase based on the amount of proceeds contributed to the Operating
Partnership for the common units it receives. As a result of the issuance of common units to the Parent
Company for stock-based compensation, the Operating Partnership accounts for stock-based compensation in
the same manner as the Parent Company.
(k)
Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or through joint
ventures. The Company actively manages its portfolio of retail shopping centers and may from time to time
make decisions to sell lower performing properties or developments not meeting its long-term investment
objectives. The proceeds from sales are reinvested into higher quality retail shopping centers, through
acquisitions or new developments, which management believes will generate sustainable revenue growth and
attractive returns. It is management's intent that all retail shopping centers will be owned or developed for
investment purposes; however, the Company may decide to sell all or a portion of a development upon
completion. The Company's revenues and net income are generated from the operation of its investment
portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers
owned through joint ventures.
The Company's portfolio is located throughout the United States; however, management does not distinguish
or group its operations on a geographical basis for purposes of allocating resources or capital. The Company
reviews operating and financial data for each property on an individual basis; therefore, the Company defines
an operating segment as its individual properties. The individual properties have been aggregated into one
reportable segment based upon their similarities with regard to both the nature and economics of the centers,
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
tenants and operational processes, as well as long-term average financial performance. In addition, no single
tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United
States.
(l)
Fair Value of Assets and Liabilities
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value
measurement is determined based on the assumptions that market participants would use in pricing the asset
or liability. As a basis for considering market participant assumptions in fair value measurements, the
Company uses a fair value hierarchy that distinguishes between market participant assumptions based on
market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of
the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable
inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as
follows:
•
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Company has the ability to access.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's
own assumptions, as there is little, if any, related market activity.
The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value
in a business combination or other new basis event, at fair value in subsequent periods.
(m)
Recent Accounting Pronouncements
Recently Adopted
On January 1, 2012, the Company adopted Financial Accounting Standards Board ("FASB") Accounting
Standards Update (“ASU”) No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve
Common Fair Value Measurement and Disclosure requirements in U.S. GAAP and IFRSs" ("ASU 2011-04").
ASU 2011-04 provides new guidance concerning fair value measurements and disclosure. The new guidance
is the result of joint efforts by the FASB and the International Accounting Standards Board ("IASB") to
develop a single, converged fair value framework on how to measure fair value and the necessary disclosures
concerning fair value measurements. The guidance is applied prospectively. The adoption by the Company
resulted in expanded disclosures over fair value measurements, included in note 6.
On January 1, 2012, the Company adopted FASB ASU No. 2011-05, "Comprehensive Income (Topic 220):
Presentation of Comprehensive Income" ("ASU 2011-05"). ASU 2011-05 revised guidance over the manner
in which entities present comprehensive income in the financial statements. This guidance removes the
previous presentation options and provides that entities must report comprehensive income in either a
continuous statement of comprehensive income or two separate but consecutive statements. This guidance
does not change the items that must be reported in other comprehensive income. The adoption by the
Company resulted in a new Statement of Comprehensive Income (Loss), presented immediately following
the Statements of Operations.
In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income" ("ASU 2013-02"). ASU 2013-02 does not change the current
requirements for reporting net income or other comprehensive income in financial statements. This ASU
requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive
income on the respective line items in net income if the amount being reclassified is required under U.S.
GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S.
GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other
disclosures required under U.S. GAAP that provide additional detail about those amounts. This guidance is
effective prospectively for reporting periods beginning after December 15, 2012 and early adoption is
permitted. The Company has adopted this guidance as of December 31, 2012. The adoption by the Company
did not have any impact on our financial results, rather resulted in adding parenthetical cross-references in
our Consolidated Statements of Operations to related footnote disclosures.
85
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Recently Issued But Not Yet Adopted
In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and
Liabilities" ("ASU 2011-11"). ASU 2011-11 requires disclosures to allow investors to better compare
financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The FASB
expects to issue an ASU to clarify that the scope of the new disclosures is intended to be limited to derivative
instruments, repurchase and reverse repurchase agreements, and securities lending arrangements. This
guidance is effective for annual periods beginning January 1, 2013, and interim periods within those annual
periods. Retrospective application is required. The Company does not expect this ASU to have a material
effect on the Company's consolidated financial statements, rather will result in additional disclosures.
(n)
Reclassifications and other
Certain prior period amounts have been reclassified to conform to current period presentation
2.
Real Estate Investments
Acquisitions
The following table provides a summary of shopping centers acquired during the year ended December 31, 2012 (in
thousands):
Date
Purchased
5/31/2012
6/21/2012
8/31/2012
Property Name
Shops at Erwin Mill (2)
Grand Ridge Plaza (3)
Balboa Mesa Shopping Center San Diego, CA
Issaquah, WA
Durham, NC
City/State
12/21/2012
Sandy Springs
12/27/2012 Uptown District
Sandy Springs,
GA
San Diego, CA
$
Debt
Assumed,
Net of
Premiums
Purchase
Price
358
11,761
59,500
35,250
81,115
—
12,810
—
17,657
—
Intangible
Assets
Intangible
Liabilities
—
2,346
9,711
2,761
5,833
Contingent
Liabilities (1)
—
—
145
60
4,058
4,263
—
144
6,977
1,386
1,154
9,661
$
187,984
30,467
20,651
(1) These balances represent environmental liability contingencies, which were measured at fair value at the acquisition
date.
(2) Shops at Erwin Mill was acquired on May 31, 2012 for a total purchase price of $5.8 million and included both an
operating component and a development component. The Company completed a purchase price allocation at the date
of acquisition and determined that approximately $358,000 related to the existing operating center, with the remaining
balance allocated to properties in development at the time of acquisition.
(3) Grand Ridge Plaza was acquired on June 21, 2012 for a total purchase price of $20.0 million and included both an
operating component and a development component. The Company completed a purchase price allocation at the date
of acquisition and determined that $11.8 million related to the existing operating center, with the remaining balance
allocated to properties in development at the time of acquisition.
The following table provides a summary of shopping centers acquired during the year ended December 31, 2011 (in
thousands):
Date
Purchased
Property Name
City/State
6/2/2011
Ocala Corners
Tallahassee, FL $
8/18/2011
Oak Shade Town Center
9/26/2011
Tech Ridge Center
Davis, CA
Austin, TX
Purchase
Price
11,129
34,871
55,400
$
101,400
Debt
Assumed,
Net of
Premiums
5,937
12,456
12,899
31,292
Intangible
Assets
Intangible
Liabilities
Contingent
Liabilities
1,724
2,320
4,519
8,563
2,558
1,658
936
5,152
—
—
—
—
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
In addition to the above shopping center acquisitions, on May 4, 2011, the Company entered into an agreement with
the DESCO Group ("DESCO") to redeem its entire 16.35% interest in Macquarie CountryWide-Regency-DESCO,
LLC ("MCWR-DESCO"). The agreement allowed for a distribution-in-kind ("DIK") of the assets in the co-investment
partnership. The assets were distributed as 100% ownership interests to DESCO and to Regency after a selection
process, as provided for by the agreement. Regency selected four assets, all in the St. Louis market. The properties
which the Company received through the DIK were recorded at the carrying value of the Company's equity investment
of $18.8 million. Additionally, as part of the agreement, Regency received a $5.0 million disposition fee at closing on
May 4, 2011 to buyout its asset, property, and leasing management contracts, and received $1.0 million for transition
services provided through 2011.
The acquisitions were accounted for as purchase business combinations, and the results are included in the
consolidated financial statements from the date of acquisition. During the years ended December 31, 2012, 2011, and
2010, the Company expensed approximately $1.2 million, $707,000, and $448,000, respectively, of acquisition-related
costs in connection with the Company's property acquisitions, which are included in other operating expenses in the
accompanying Consolidated Statements of Operations. The actual, or pro-forma, impact of the Company's acquired
properties is not considered significant to the Company's operating results for the years ended December 31, 2012,
2011, and 2010.
3.
Discontinued Operations
Dispositions
The following table provides a summary of shopping centers disposed of during the years ended December 31, 2012,
2011, and 2010 (in thousands):
Net proceeds
Gain on sale of properties
Number of properties sold
Percent interest sold
$
2012
2011
2010
73,576
21,855
5
100%
66,009
5,942
7
100%
34,918
7,577
3
100%
The following table provides a summary of revenues and expenses from properties included in discontinued
operations for the years ended December 31, 2012, 2011, and 2010 (in thousands):
Revenues
Operating expenses
Other (income) expense
Income tax expense (benefit) (1)
Operating income from discontinued
operations
$
$
2012
2011
2010
3,423
1,750
—
(18)
1,691
15,030
9,368
3,458
106
2,098
19,374
11,553
6,729
(233)
1,325
(1) The operating income and gain on sales of properties included in discontinued operations are reported
net of income taxes, if the property is sold by Regency Realty Group, Inc., a wholly owned subsidiary of
the Operating Partnership, which is a Taxable REIT subsidiary as defined by in Section 856(1) of the
Internal Revenue Code.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which primarily include six co-investment partners and a closed-end
real estate fund (“Regency Retail Partners” or the “Fund”). In addition to earning its pro-rata share of net income or
loss in each of these real estate partnerships, the Company received recurring market-based fees for asset management,
property management, and leasing as well as fees for investment and financing services, of $25.4 million, $29.0
million, and $25.1 million for the years ended December 31, 2012, 2011, and 2010, respectively. The Company also
received non-recurring transaction fees of $5.0 million and $2.6 million for the years ended December 31, 2011 and
2010, respectively, with no such fees received during 2012.
Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands):
Ownership
Total
Investment
Total Assets
of the
Partnership
Net Income
(Loss) of the
Partnership
GRI - Regency, LLC (GRIR)(1)
Macquarie CountryWide-Regency III, LLC (MCWR III)(1)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
Columbia Regency Partners II, LLC (Columbia II)(2)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)(2)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA)(2)
BRE Throne Holdings, LLC (BRET)(3)
Other investments in real estate partnerships
40.00% $
272,044
1,939,659
24.95%
20.00%
20.00%
30.00%
25.00%
20.00%
20.01%
47.80%
50.00%
29
17,200
8,660
16,708
15,602
15,248
2,173
48,757
46,506
60,496
210,490
326,649
102,930
164,106
323,406
123,053
—
184,165
23,357
(75)
42,399
1,467
2,021
2,160
407
1,484
2,211
3,833
Total
$
442,927
3,434,954
79,264
The
Company's
Share of Net
Income
(Loss) of the
Partnership
9,311
(22)
8,480
290
596
540
297
297
2,211
1,807
23,807
(1) Effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve
the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method
for additional properties sold to this partnership on or after January 1, 2010. During 2012, the Company did not sell
any properties to this real estate partnership.
(2) This partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon
liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain
recognized on property sales to this partnership. During 2012, the Company did not sell any properties to this real
estate partnership.
(3) On July 25, 2012, the Company sold a 15-property portfolio and retained a $47.5 million, 10.5% preferred stock
investment in the entity that owns the portfolio. Following the 12-month anniversary of the closing date, Regency
may call for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the
closing date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or
in part. As the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment,
BRET's portfolio information is not included.
88 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Investments in real estate partnerships as of December 31, 2011 consist of the following (in thousands):
Ownership
Total
Investment
Total Assets of
the
Partnership
Net Income
(Loss) of the
Partnership
GRI - Regency, LLC (GRIR)(1)
Macquarie CountryWide-Regency III, LLC (MCWR III)(1)
Macquarie CountryWide-Regency-DESCO, LLC
(MCWR-DESCO)(3)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
Columbia Regency Partners II, LLC (Columbia II)(2)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)(2)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA)(2)
Other investments in real estate partnerships
Total
40.00% $
262,018
2,001,526
24.95%
—%
20.00%
20.00%
30.00%
25.00%
20.00%
20.01%
50.00%
195
—
20,335
9,686
17,110
18,128
16,430
3,093
61,867
—
259,225
317,720
104,314
180,490
333,013
127,763
39,887
386,882
$
115,857
3,501,775
18,244
(493)
(1,752)
14,554
910
1,101
7,615
265
1,215
3,601
45,260
The
Company's
Share of Net
Income (Loss)
of the
Partnership
7,266
(123)
(293)
2,775
179
322
1,904
268
243
(2,898)
9,643
(1) As noted above, effective January 1, 2010, this partnership agreement was amended to include a unilateral right
to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company will apply the
Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2011,
the Company did not sell any properties to this real estate partnership.
(2) As noted above, this partnership agreement has a unilateral right for election to dissolve the partnership and
receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the
amount of gain recognized on property sales to this partnership. During 2011, the Company did not sell any
properties to this real estate partnership.
(3) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO
was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at December 31, 2011.
89
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Summarized financial information for the investments in real estate partnerships on a combined basis, is as follows (in
thousands):
Investments in real estate, net
Acquired lease intangible assets, net
Other assets
Total assets
Notes payable
Acquired lease intangible liabilities, net
Other liabilities
Capital - Regency
Capital - Third parties
Total liabilities and capital
December 31,
2012
December 31,
2011
$
$
$
$
3,213,984
74,986
145,984
3,434,954
1,816,648
46,264
70,576
518,505
982,961
3,434,954
3,263,704
85,232
152,839
3,501,775
1,874,780
49,938
67,495
512,421
997,141
3,501,775
The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in
real estate partnerships (in thousands):
Capital - Regency
add: Preferred equity investment in BRET
less: Impairment
less: Ownership percentage or Restricted Gain Method deferral
less: Net book equity in excess of purchase price
Investments in real estate partnerships
Acquisitions
December 31,
2012
December 31,
2011
$
$
518,505
47,500
(5,880)
(38,995)
(78,203)
442,927
512,421
—
(5,880)
(41,456)
(78,203)
386,882
The following table provides a summary of shopping centers acquired through our unconsolidated co-investment
partnerships during the year ended December 31, 2012 (in thousands):
Date
Purchased
Property Name
City/State
Co-investment
Partner
Ownership
%
Purchase
Price
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
1/17/2012
Lake Grove Commons Lake Grove, NY
GRIR
40%
$
72,500
31,813
5,397
4,342
11/28/2012
Applewood Village
Shops
Wheat Ridge, CO GRIR
12/19/2012 Village Plaza
Chapel Hill, NC
Columbia II
12/28/2012 Phillips Place
Charlotte, NC
Other
40%
20%
50%
3,700
19,200
55,400
$
150,800
—
—
44,500
76,313
363
2,242
—
8,002
34
686
—
5,062
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The following table provides a summary of shopping centers acquired through our unconsolidated co-investment
partnerships during the year ended December 31, 2011 (in thousands):
Date
Purchased
7/1/2011
8/8/2011
Property Name
City/State
Co-investment
Partner
Ownership
%
Purchase
Price
Calhoun Commons
Minneapolis, MN RegCal
Rockridge Center
Plymouth, MN
Columbia II
25%
20%
$
$
21,020
20,500
41,520
Debt
Assumed,
Net of
Premiums
6,052
16,459
22,511
Intangible
Assets
Intangible
Liabilities
2,130
2,116
4,246
303
2,059
2,362
Dispositions
On July 25, 2012, the Company sold a 15-property portfolio for total consideration of $321.0 million. As a result of
entering into this agreement, the Company recognized a net impairment loss of $18.1 million during the year ended
December 31, 2012. The Company retained a $47.5 million, 10.5% preferred stock investment in the entity that owns
the portfolio. As of December 31, 2012, this asset group did not meet the definition of discontinued operations, in
accordance with FASB ASC Topic 205-20. Following the 12-month anniversary of the closing date, Regency may call
for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the closing
date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or in part.
Regency does not provide leasing or management services for the Portfolio after closing.
Notes Payable
The Company’s proportionate share of notes payable of the investments in real estate partnerships was $597.4 million
and $610.4 million at December 31, 2012 and 2011, respectively. The Company does not guarantee these loans.
As of December 31, 2012, scheduled principal repayments on notes payable of the investments in real estate
partnerships were as follows (in thousands):
Scheduled Principal Payments by Year:
2013
2014
2015
2016
2017
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total
$
$
Scheduled
Principal
Payments
Mortgage Loan
Maturities
Unsecured
Maturities
19,176
21,289
21,895
19,139
18,437
77,039
—
176,975
24,373
53,015
130,796
374,257
200,635
833,680
1,257
1,618,013
—
21,660
—
—
—
—
—
21,660
Total
43,549
95,964
152,691
393,396
219,072
910,719
1,257
1,816,648
Regency’s
Pro-Rata
Share
15,949
27,254
49,619
127,888
51,610
325,272
(169)
597,423
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The revenues and expenses for the investments in real estate partnerships on a combined basis are summarized as
follows (in thousands):
For the years ended December 31,
2011
2010
2012
$
387,908
399,091
437,029
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
Other expense (income):
Interest expense, net
Gain on sale of real estate
Loss (gain) on extinguishment of debt
Loss on hedge ineffectiveness
Provision for impairment
Preferred return on equity investment
Other expense (income)
Total other expense
Net income (loss)
Regency's share of net income (loss)
$
$
128,946
55,394
7,549
46,395
3,521
241,805
104,694
(40,437)
967
51
3,775
(2,211)
—
66,839
79,264
23,807
134,236
62,442
7,905
49,103
3,477
257,163
112,099
(7,464)
(8,743)
—
—
—
776
96,668
45,260
9,643
155,146
67,541
7,383
55,926
3,666
289,662
129,581
(8,976)
—
—
78,908
—
(383)
199,130
(51,763)
(12,884)
5.
Notes Receivable
The Company had notes receivable outstanding of $23.8 million and $35.8 million at December 31, 2012 and 2011,
respectively. The loans have fixed interest rates ranging from 6.0% to 9.0% with maturity dates through January 2019
and are secured by real estate held as collateral.
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
6.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles, net of accumulated amortization and accretion, at
December 31, 2012 and 2011, respectively (in thousands):
In-place leases, net
Above-market leases, net
Above-market ground leases, net
Acquired lease intangible assets, net
Acquired lease intangible liabilities, net
2012
2011
$
$
$
31,314
9,440
1,705
42,459
20,325
21,900
3,427
1,727
27,054
12,662
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles for
the years ended December 31, 2012, 2011, and 2010:
2012
2011
2010
Remaining
Weighted Average
Amortization/
Accretion Period
(in thousands)
(in thousands)
(in thousands)
(in years)
In-place lease amortization
Above-market lease amortization (1)
Above-market ground lease amortization (1)
Acquired lease intangible asset amortization
Acquired lease intangible liability accretion (2)
$
$
$
4,307 $
3,436 $
739
23
319
17
5,069 $
3,772 $
1,950 $
1,375 $
2,317
108
1
2,426
1,303
6.70
9.70
84.50
9.91
(1) Amounts are recorded as a reduction to minimum rent.
(2) Amounts are recorded as an increase to minimum rent.
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years
are as follows (in thousands):
Year Ending
December 31,
Amortization
Expense
Net Accretion
2013
$
2014
2015
2016
2017
6,607
5,076
3,999
3,238
2,441
2,035
1,588
947
675
672
93 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
7.
Income Taxes
The following summarizes the tax status of dividends paid on our common shares during the respective years:
Dividend per share
Ordinary income
Capital gain
Return of capital
$
2012
2011
2010
1.85
71%
1%
28%
1.85
33%
1%
66%
1.85
40%
2%
58%
RRG is subject to federal and state income taxes and files separate tax returns. Income tax expense consists of the
following for the years ended December 31, 2012, 2011, and 2010 (in thousands):
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit)
$
$
97
13,727
13,824
283
2,422
2,705
(639)
(860)
(1,499)
2012
2011
2010
Income tax expense (benefit) is included in either income tax expense (benefit) of taxable REIT subsidiaries, if the
related income is from continuing operations, or is included in operating income from discontinued operations, if from
discontinued operations, on the Consolidated Statements of Operations as follows for the years ended December 31,
2012, 2011, and 2010 (in thousands):
Income tax expense (benefit) from:
Continuing operations
Discontinued operations
Total income tax expense (benefit)
$
$
2012
2011
2010
13,224
600
13,824
2,994
(289)
2,705
(1,333)
(166)
(1,499)
Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of
34% to pretax income from continuing operations of RRG for the years ended December 31, 2012, 2011, and 2010,
respectively as follows (in thousands):
2012
2011
2010
Computed expected tax (benefit) expense
$
(Decrease) increase in income tax resulting
from state taxes
Valuation allowance
All other items
Total income tax expense (benefit)
Amounts attributable to discontinued
operations
Amounts attributable to continuing
operations
(2,099)
(122)
15,635
410
13,824
600
$
13,224
1,089
126
1,438
52
2,705
(289)
2,994
(3,368)
(392)
286
1,975
(1,499)
(166)
(1,333)
For 2012, all other items principally represent permanent differences related to deferred compensation and meals and
entertainment. For 2011, all other items principally represent permanent differences related to impairments and the
effect of the change in state tax rate. For 2010, all other items principally represent straight line rents. Included in the
income tax expense (benefit) disclosed above, the Company has approximately $600,000 of state income tax expense
at the Operating Partnership for the Texas Gross Margin Tax recorded in income tax expense (benefit) of taxable REIT
subsidiaries in the accompanying Consolidated Statements of Operations for each of the years ended December 31,
2012, 2011, and 2010.
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The following table represents the Company's net deferred tax assets as of December 31, 2012 and 2011 recorded in
other assets in the accompanying Consolidated Balance Sheets (in thousands):
Deferred tax assets
Investments in real estate partnerships
Provision for impairment
Deferred interest expense
Capitalized costs under Section 263A
Net operating loss carryforward
Employee benefits
Other
Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities
Straight line rent
Depreciation
Deferred tax liabilities
Net deferred tax assets
2012
2011
$
$
8,116
5,667
4,507
2,637
1,033
838
435
23,233
(22,114)
1,119
519
600
1,119
—
8,124
4,047
4,507
3,828
280
683
791
22,260
(6,479)
15,781
1,916
138
2,054
13,727
During 2012 and 2011, the net change in the total valuation allowance was $15.6 million and $1.4 million,
respectfully. The Company has federal and state net operating loss carryforwards totaling $2.9 million, which expire
between 2027 and 2032.
The evaluation of the recoverability of the deferred tax assets and the need for a valuation allowance requires the
Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or
some portion of the deferred tax assets will not be realized. The Company's framework for assessing the recoverability
of deferred tax assets includes weighing recent taxable income (loss), projected future taxable income (loss) of the
character necessary to realize the deferred tax assets, the carryforward periods for the net operating loss, including the
effect of reversing taxable temporary differences, and prudent feasible tax planning strategies that would be
implemented, if necessary, to protect against the loss of deferred tax assets. At December 31, 2012, the cumulative
history of taxable losses and projected future taxable income within the TRS caused the Company to determine that it
is more likely than not that the net deferred tax assets will not be realized. As a result, a valuation allowance has been
established for the entire amount of the deferred tax asset.
The Company accounts for uncertainties in income tax law in accordance with FASB ASC Topic 740, under which tax
positions shall initially be recognized in the financial statements when it is more likely than not the position will be
sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as
the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with
the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has
appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax
liabilities are adequate for all open tax years based on an assessment of many factors including past experience and
interpretations of tax laws applied to the facts of each matter. Federal and state tax returns are open from 2009 and
forward for the Company.
8.
Notes Payable and Unsecured Credit Facilities
The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 17.6% of the
secured debt of the Operating Partnership.
Notes Payable
Notes payable consist of mortgage loans secured by properties and unsecured public debt. Mortgage loans may be
prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly
installments of principal and interest or interest only and mature over various terms through 2028, whereas, interest on
95 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
unsecured public debt is payable semi-annually and matures over various terms through 2021. Fixed interest rates on
mortgage loans range from 5.22% to 8.40% with a weighted average rate of 6.30%. Fixed interest rates on unsecured
public debt range from 4.80% to 6.00% with a weighted average rate of 5.46%. As of December 31, 2012, the
Company had two variable rate mortgage loans, one in the amount of $9.0 million with a variable interest rate of
LIBOR plus 160 basis points maturing on September 1, 2014 and one in the amount of $3.0 million with a variable
interest rate equal to LIBOR plus 380 basis points maturing on October 1, 2014.
On January 15, 2012, the Company repaid the maturing balance of $192.4 million of 6.75% ten-year unsecured notes.
The Company assumed debt, net of premiums, of $12.8 million and $17.7 million in connection with the acquisition
of Grand Ridge Plaza on June 21, 2012 and Sandy Springs on December 21, 2012, respectively.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the
indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured
Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered
Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2012, management of the Company
believes it is in compliance with all financial covenants for its unsecured public debt.
Unsecured Credit Facilities
The Company has an $800.0 million unsecured line of credit (the "Line") commitment under an agreement (the
"Credit Agreement") with Wells Fargo Bank and a syndicate of other banks, which was amended on September 13,
2012 to increase the borrowing capacity by $200.0 million to a total of $800.0 million. The maturity date was
extended by one year, and the Line will expire in September 2016, subject to a one-year extension at the Company's
option. The amended Line bears interest at an annual rate of LIBOR plus 117.5 basis points and a facility fee of 22.5
basis points, subject to adjustment based on the higher of the Company's corporate credit ratings from Moody's and
S&P. In addition, the Company has the ability to increase the Line through an accordion feature to $1.0 billion.
Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters
of credit. The balance on the Line was $70.0 million and $40.0 million at December 31, 2012 and 2011, respectively.
The proceeds from the Line are used to finance the acquisition and development of real estate and for general
working-capital purposes.
The Company is required to comply with certain financial covenants as defined in the Credit Agreement such as
Minimum Tangible Net Worth, Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness
to Unencumbered Asset Value, Ratio of Adjusted Earnings Before Interest Taxes Depreciation and Amortization
(“EBITDA”) to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income
to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of
December 31, 2012, management of the Company believes it is in compliance with all financial covenants for the
Line.
On November 17, 2011, the Company entered into an unsecured term loan (the "Term Loan") commitment under an
agreement (the "Term Loan Agreement") with Wells Fargo Bank and a syndicate of other banks, which matures on
December 15, 2016. During 2012, the Company borrowed the $250.0 million available under the Term Loan and
repaid $150.0 million, which resulted in the Company writing-off approximately $852,000 in loan costs and reducing
the remaining commitment to $100.0 million. There was $100.0 million and no balance outstanding on the Term Loan
as of December 31, 2012 and December 31, 2011, respectively. The Term Loan has a variable interest rate of LIBOR
plus 145 basis points subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB. In
addition, the Company has the ability to increase the Term Loan up to an amount not to exceed an additional $150.0
million subject to the provisions of the Term Loan Agreement.
The Term Loan includes financial covenants relating to minimum tangible net worth, ratio of indebtedness to total
asset value, ratio of unsecured indebtedness to unencumbered asset value, ratio of adjusted EBITDA to fixed charges,
ratio of secured indebtedness to total asset value, and ratio of unencumbered NOI to unsecured interest expense. The
Term Loan also includes customary events of default for agreements of this type (with customary grace periods, as
applicable). As of December 31, 2012, management of the Company believes it is in compliance with all financial
covenants for its Term Loan.
96 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The Company’s outstanding debt at December 31, 2012 and 2011 consists of the following (in thousands):
Notes payable:
Fixed rate mortgage loans
Variable rate mortgage loans
Fixed rate unsecured loans
Total notes payable
Unsecured credit facilities
Total
2012
2011
$
$
461,914
12,041
1,297,936
1,771,891
170,000
1,941,891
439,880
12,665
1,489,895
1,942,440
40,000
1,982,440
As of December 31, 2012, scheduled principal payments and maturities on notes payable were as follows (in
thousands):
Scheduled Principal Payments and Maturities by Year:
2013
2014
2015
2016
2017
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total
$
$
Scheduled
Principal
Payments
Mortgage Loan
Maturities
7,872
7,383
5,746
5,487
4,584
20,021
—
51,093
16,319
26,999
62,435
14,161
84,375
212,743
5,830
422,862
Unsecured
Maturities (1)
—
150,000
350,000
170,000
400,000
400,000
(2,064)
1,467,936
Total
24,191
184,382
418,181
189,648
488,959
632,764
3,766
1,941,891
(1) Includes unsecured public debt and unsecured credit facilities balances outstanding at December 31, 2012.
The Company continuously monitors the capital markets and evaluates its ability to issue new debt to repay maturing
debt or fund its commitments. Based upon the current capital markets, the Company's current credit ratings, and the
number of high quality, unencumbered properties that it owns which could collateralize borrowings, the Company expects
that it will successfully issue new secured or unsecured debt to fund its obligations.
9.
Derivative Financial Instruments
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as
their classification on the Consolidated Balance Sheets, at December 31, 2012 and 2011 (in thousands):
Effective Date
Maturity Date
Assets:
Notional
Amount
Bank Pays Variable
Rate of
Regency
Pays Fixed
Rate of
Fair Value
2012
2011
April 15, 2014
April 15, 2024
April 15, 2014
April 15, 2024
August 1, 2015
August 1, 2025
August 1, 2015
August 1, 2025
August 1, 2015
August 1, 2025
$
$
$
$
$
75,000
50,000
75,000
50,000
50,000
3 Month LIBOR
3 Month LIBOR
3 Month LIBOR
3 Month LIBOR
3 Month LIBOR
2.087%
2.088%
2.479%
2.479%
2.479%
Other Assets
Liabilities:
October 1, 2011
September 1, 2014 $
9,000
1 Month LIBOR
0.76%
Accounts payable and other liabilities
1,022
672
1,131
729
753
4,307
76
76
—
—
—
—
—
—
37
37
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
These derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash
flow hedges. The Company does not use derivatives for trading or speculative purposes and currently does not have
any derivatives that are not designated as hedges.
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is
recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the period
that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the
derivatives is recognized directly in earnings as a gain or loss on derivative instruments.
The following table represents the effect of the derivative financial instruments on the accompanying consolidated
financial statements for the years ended December 31, 2012, 2011, and 2010 (in thousands):
Derivatives in
FASB
ASC Topic 815
Cash
Flow Hedging
Relationships:
Amount of Gain (Loss)
Recognized in OCI on
Derivative (Effective
Portion)
December 31,
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
December 31,
Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
December 31,
2012
2011
2010
2012
2011
2010
2012
2011
2010
Interest rate
swaps
$ 4,245
18
(36,556)
Interest
expense
$(9,491)
(9,467)
(5,575)
Other expenses
$ —
(54)
1,419
The unamortized balance of the settled interest rate swaps at December 31, 2012 and 2011 was $62.6 million and
$72.0 million, respectively. As of December 31, 2012, the Company expects $9.5 million of deferred losses (gains) on
derivative instruments accumulated in other comprehensive income to be reclassified into earnings during the next 12
months.
On October 7, 2010, the Company paid $36.7 million to settle the remaining $140.7 million of interest rate swaps then
outstanding. On October 7, 2010, the Company closed on $250.0 million of 4.80% ten-year senior unsecured notes.
The Company began amortizing the $36.7 million loss realized from the swap settlement in October 2010 over a ten
year period; therefore, the effective interest rate on these notes was 6.26%.
On June 1, 2010, the Company paid $26.8 million to settle and partially settle $150.0 million of its interest rate swaps
then outstanding of $290.7 million. On June 2, 2010 the Company also closed on $150.0 million of ten-year senior
unsecured notes with an interest rate of 6.00%. The Company began amortizing the $26.8 million loss realized from
the swap settlement in June 2010 over a ten year period; therefore, the effective interest rate on these notes was 7.67%.
Realized gains and losses associated with the settled interest rate swaps have been included in accumulated other
comprehensive loss in the accompanying Consolidated Statements of Equity of the Parent Company and the
accompanying Consolidated Statements of Capital of the Operating Partnership and are amortized as the
corresponding hedged interest payments are made in future periods.
10.
Fair Value Measurements
(a) Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at
amounts which, in management's estimation, reasonably approximates their fair values, except those listed below.
The following provides information about the methods and assumptions used to estimate the fair value of the
Company's financial instruments, including their estimated fair values.
Notes Receivable
The fair value of the Company's notes receivable is estimated by calculating the present value of future
contractual cash flows discounted at an interest rate available for notes of the same terms and maturities adjusted
for customer specific credit risk. The interest rates range from 7.0% to 8.1% and 7.1% to 8.1% at December 31,
2012 and 2011, respectively, based on the Company's estimates. The fair value of notes receivable was
determined primarily using Level 3 inputs of the fair value hierarchy. Based on the estimates made by the
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Company, the fair value of notes receivable was $23.7 million and $35.3 million at December 31, 2012 and 2011,
respectively.
Notes Payable
The fair value of the Company's notes payable is estimated by discounting future cash flows of each instrument at
rates that reflect the current market rates available to the Company for debt of the same terms and maturities.
These rates range from 2.4% to 3.3% and 2.4% to 4.3% at December 31, 2012 and 2011, respectively, based on
the Company's estimates. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the
accompanying consolidated financial statements at fair value at the time the property is acquired including those
loans assumed in distribution-in-kind liquidations. The fair value of the notes payable was determined using Level
2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable
was $2.0 billion and $2.1 billion at December 31, 2012 and 2011, respectively.
Unsecured Credit Facilities
The fair value of the Company's unsecured credit facilities is estimated based on the interest rates currently
offered to the Company by the Company's third partylenders, which is estimated to be 1.6% and 1.5% at
December 31, 2012 and 2011, respectively. The fair value of the unsecured credit facilities was determined using
Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of the
unsecured credit facilities was $170.2 million and $40.0 million at December 31, 2012 and 2011, respectively.
(b) Fair Value Measurements
Internally developed fair value measurements, including the unobservable inputs, are evaluated for reasonableness
based on current transactions and experience in the real estate and capital markets. Service providers involved in
fair value measurements are evaluated for competency and qualifications on an ongoing basis. The Company's
valuation policies and procedures are determined by its Finance Group, which reports to the Chief Financial
Officer, and the results of significant fair value measurements are discussed with the Audit Committee of the
Board of Directors on a quarterly basis. The following describe valuation methods for each of our financial
instruments required to be measured at fair value on a recurring basis.
Trading Securities Held in Trust
The Company has investments in marketable securities that are classified as trading securities held in trust on the
accompanying Consolidated Balance Sheets. The fair value of the trading securities held in trust was determined
using quoted prices in active markets, considered Level 1 inputs of the fair value hierarchy. Changes in the value
of trading securities are recorded within net investment (income) loss from deferred compensation plan in the
accompanying Consolidated Statements of Operations.
Derivative Financial Instruments
The valuation of these instruments is determined using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate
curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect
both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value
measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within
Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3
inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its
counterparties. Changes in these credit valuation adjustments are not expected to result in a significant change in
the valuation of the Company's derivatives.
99 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The following are fair value measurements recorded on a recurring basis at December 31, 2012 and 2011,
respectively (in thousands):
Assets
Trading securities held in trust
Interest rate derivatives
Total
Liabilities:
Interest rate derivatives
Assets
Trading securities held in trust
Liabilities:
Interest rate derivatives
Fair Value Measurements at December 31, 2012
Quoted Prices
in Active
Markets for
Identical Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Balance
(Level 1)
(Level 2)
(Level 3)
23,429
4,307
27,736
23,429
—
23,429
—
4,412
4,412
—
(105)
(105)
(76)
—
(77)
1
Fair Value Measurements at December 31, 2011
Quoted Prices
in Active
Markets for
Identical Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Balance
(Level 1)
(Level 2)
(Level 3)
21,713
21,713
—
(37)
—
(38)
—
1
$
$
$
$
$
The following are fair value measurements recorded on a nonrecurring basis at December 31, 2012 and 2011,
respectively (in thousands):
Fair Value Measurements at December 31, 2012
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Assets
Balance
(Level 1)
(Level 2)
(Level 3)
Long-lived assets held and used
Total
Losses(1)
Operating and development properties $
49,673
—
—
49,673
(54,500)
(1) Excludes impairments for properties sold during the year ended December 31, 2012.
Assets
Balance
(Level 1)
(Level 2)
(Level 3)
Fair Value Measurements at December 31, 2011
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Total
Losses(1)
Long-lived assets held and used
Operating and development properties $
Investment in real estate partnerships
Total
$
5,520
1,893
7,413
—
—
—
—
—
—
5,520
1,893
7,413
(11,843)
(4,580)
(16,423)
(1) Excludes impairments for properties sold during the year ended December 31, 2011.
Long-lived assets held and used are comprised primarily of real estate. The Company recognized a $54.5 million
impairment loss related to two operating properties during the year ended December 31, 2012. The Company has
determined that it is more likely than not that one of the properties will be sold before the end of its previously
100 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
estimated useful life, and the other property was exhibiting weak operating fundamentals including low economic
occupancy for an extended period of time, which led to the impairments. As a result, the Company estimated the
fair value of the properties and recorded the impairment losses. As discussed in Note 1, the Company considers a
property to be held-for-sale when the property is under contract, significant non-refundable deposits have been
made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies
related to the sale that may prevent the transaction from closing. Given the nature of all real estate sales contracts,
these conditions or criteria are typically not satisfied until the actual closing of the transaction. However, each
potential transaction is evaluated based on its separate facts and circumstances. The Company evaluated these
properties and determined that they did not meet the criteria for held-for-sale as of December 31, 2012.
In addition, the Company recognized a $16.4 million impairment loss related to one operating property and the
Company's investment in a real estate partnership during the year ended December 31, 2011. This operating
property exhibited weak operating fundamentals, including low economic occupancy for an extended period of
time, which lead to the impairment. As a result, the Company estimated the fair value of the properties and
recorded an impairment loss.
Fair value for those assets measured using Level 3 inputs was determined through the use of an income approach.
The income approach estimates an income stream for a property (typically 10 years) and discounts this income
plus a reversion (presumed sale) into a present value at a risk adjusted rate. Overall cap rates and growth
assumptions utilized in this approach are derived from market transactions as well as other financial and industry
data. The terminal cap rate and discount rate are significant inputs to this valuation. The following are ranges of
key inputs used in determining the fair value of real estate measured using Level 3 inputs as of December 31,
2012 and 2011:
Overall cap rates
Rental growth rates
Discount rates
Terminal cap rates
2012
2011
Low
8.3%
(8.3)%
10.5%
8.8%
High
8.5%
2.5%
10.5%
8.8%
Low
7.5%
2.0%
8.5%
8.0%
High
9.0%
3.0%
10.0%
9.5%
Changes in these inputs could result in a significant change in the valuation of the real estate and a change in the
impairment loss recognized during the period.
11.
Equity and Capital
Preferred Stock of the Parent Company
Issuances:
On February 16, 2012, the Parent Company issued 10 million shares of 6.625% Series 6 Cumulative Redeemable
Preferred Stock with a liquidation preference of $25 per share resulting in proceeds of $241.4 million, net of
issuance costs, which were subsequently contributed to the Operating Partnership to redeem similar preferred unit
interests as further discussed below.
On August 23, 2012, the Parent Company issued 3 million shares of 6.00% Series 7 Cumulative Redeemable
Preferred Stock with a liquidation preference of $25 per share resulting in proceeds of $72.5 million, net of
issuance costs, which were subsequently used to redeem the Company's Series 5 Cumulative Redeemable
Preferred Stock as further discussed below.
The Series 6 and 7 preferred shares are perpetual, absent a change in control of the Parent Company, are not
convertible into common stock of the Parent Company, and are redeemable at par upon the Company’s election
beginning five years after the issuance date. None of the terms of the preferred stock contain any unconditional
obligations that would require the Company to redeem the securities at any time or for any purpose.
101 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Redemptions:
On March 31, 2012, the Parent Company redeemed all issued and outstanding shares of its Series 3 and Series 4
Cumulative Redeemable Preferred Stock and on September 13, 2012, the Parent Company redeemed all issued
and outstanding shares of its Series 5 Cumulative Redeemable Preferred Stock. These redemptions resulted in a
reduction to net income available to common stockholders through non-cash charges of $7.0 million and $2.3
million, respectively, related to original issuance costs, which are included within the following financial
statement line items:
Parent Company
Consolidated Statements of Operations
Consolidated Statements of Equity
Operating Partnership
Financial Statement Line Item
Preferred stock dividends
Redemption of preferred stock
Consolidated Statements of Operations
Preferred unit distributions
Consolidated Statements of Capital
Preferred units issued as a result of preferred stock
issued by Parent Company, net of redemptions and
issuance costs
Terms and conditions of the preferred stock outstanding at December 31, 2012 and 2011 are summarized as
follows:
Series
Series 6
Series 7
Series
Series 3
Series 4
Series 5
Preferred Stock Outstanding at December 31, 2012
Shares
Outstanding
10,000,000
3,000,000
13,000,000
$
$
Liquidation
Preference
250,000,000
75,000,000
325,000,000
Distribution
Rate
Callable
By Company
6.625%
6.000%
2/16/2017
8/23/2017
Preferred Stock Outstanding at December 31, 2011
Shares
Outstanding
Liquidation
Preference
Distribution
Rate
Callable
By Company
3,000,000
5,000,000
3,000,000
11,000,000
$
$
75,000,000
125,000,000
75,000,000
275,000,000
7.450%
7.250%
6.700%
4/3/2008
8/31/2009
8/2/2010
Common Stock of the Parent Company
Issuances:
On August 10, 2012, the Parent Company entered into an at-the-market ("ATM") equity distribution agreement
under which the Company may from time to time offer and sell up to $150.0 million of our common stock. The
net proceeds are expected to fund potential acquisition opportunities, fund our development or redevelopment
activities, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes.
During the year ended December 31, 2012, 442,786 shares were issued and sold at a weighted average price per
share of $49.70 for proceeds of $21.5 million, net of commissions of approximately $331,000 and issuance costs
of approximately $135,000. As of December 31, 2012, we had the capacity to issue $128.0 million in common
stock under our ATM equity program.
On March 9, 2011, the Parent Company settled its forward sale agreements dated December 4, 2009 (the
"Forward Equity Offering") with J.P. Morgan and Wells Fargo Securities by delivering an aggregate 8 million
shares of common stock. Upon physical settlement of the Forward Equity Offering, the Company received net
proceeds of$215.4 million. The Company used a portion of the proceeds to repay the Line, which had been
drawn upon to repay unsecured notes of $161.7 million that matured in January 2011.
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Preferred Units of the Operating Partnership
Issuances:
Series 6 and Series 7 preferred unit interests were issued to the Parent Company in relation to the Parent
Company's issuance of 6.625% Series 6 Cumulative Redeemable Preferred Stock and 6.00% Series 7 Cumulative
Redeemable Preferred Stock as discussed above.
Redemptions:
On February 9, 2012, the Operating Partnership purchased all of its issued and outstanding Series D Preferred
Units at 3.75% discount to par, resulting in an increase to net income available to common stockholders of $1.0
million, related to the discount offset by the write-off of the original issuance costs. This amount is included in
preferred unit loss attributable to noncontrolling interests in the parent company's consolidated statements of
operations and in preferred unit distributions in the operating partnership's consolidated statement of operations.
Terms and conditions for the Series D preferred units outstanding as of December 31, 2011 are summarized as
follows:
Units Outstanding
500,000
Amount
Outstanding
$
50,000,000
Distribution
Rate
Callable by
Company
Exchangeable
by Unit holder
7.45%
9/29/2009
1/1/2014
The Series 3, 4 and 5 preferred unit interests owned by the Parent Company, as general partner, were redeemed in
conjunction with the Parent Company's redemption of its Series 3, Series 4, and Series 5 Cumulative Redeemable
Preferred Stock as discussed above.
Common Units of the Operating Partnership
Issuances:
Common units were issued to the Parent Company in relation to the Parent Company's issuance of common stock,
as discussed above.
General Partner
As of December 31, 2012 and 2011, the Parent Company, as general partner, owned approximately 99.8% or
90,394,486 of the total 90,571,650 Partnership Units outstanding and approximately 99.8% or 89,921,858 of the
total 90,099,022 Partnership Units outstanding, respectively.
Limited Partners
The Operating Partnership had 177,164 limited Partnership Units outstanding as of December 31, 2012 and 2011.
Noncontrolling Interests of Limited Partners' Interests in Consolidated Partnerships
Limited partners’ interests in consolidated partnerships not owned by the Company are classified as
noncontrolling interests on the accompanying Consolidated Balance Sheets of the Parent Company. Subject to
certain conditions and pursuant to the conditions of the agreement, the Company has the right, but not the
obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. At
December 31, 2012 and 2011, the Company’s noncontrolling interest in these consolidated partnerships was $16.3
million and $13.1 million, respectively.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Accumulated Other Comprehensive Loss
The following table presents changes in the balances of each component of accumulated other comprehensive loss
for the year ended December 31, 2012 (in thousands):
Loss on
Settlement of
Derivative
Instruments
Fair Value of
Derivative
Instruments
Accumulated
Other
Comprehensive
Income (Loss)
Beginning balance
Net gain on cash flow derivative instruments
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive income
Ending balance
$
$
(71,438)
—
9,447
9,447
(61,991)
9
4,255
12
4,267
4,276
(71,429)
4,255
9,459
13,714
(57,715)
12.
Stock-Based Compensation
The Company recorded stock-based compensation in general and administrative expenses in the accompanying
Consolidated Statements of Operations, the components of which are further described below for the years ended
December 31, 2012, 2011, and 2010 (in thousands):
Restricted stock
Directors' fees paid in common stock
Less: Amount capitalized
Total
$
$
11,526
259
(1,979)
9,806
10,659
269
(1,104)
9,824
7,236
231
(852)
6,615
2012
2011
2010
The recorded amounts of stock-based compensation expense represent amortization of the grant date fair value of
restricted stock awards over the respective vesting periods. Compensation expense specifically identifiable to
development and leasing activities is capitalized and included above.
The Company established the Plan under which the Board of Directors may grant stock options and other stock-based
awards to officers, directors, and other key employees. The Plan allows the Company to issue up to approximately 4.1
million shares in the form of the Parent Company's common stock or stock options. At December 31, 2012, there
were approximately 3.1 million shares available for grant under the Plan either through options or restricted stock.
Stock options are granted under the Plan with an exercise price equal to the Parent Company's stock's price at the date
of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of grant
and some have dividend equivalent rights.
The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton closed-form
(“Black-Scholes”) option valuation model. The Company believes that the use of the Black-Scholes model meets the
fair value measurement objectives of FASB ASC Topic 718 and reflects all substantive characteristics of the
instruments being valued.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
The following table reports stock option activity during the year ended December 31, 2012:
Outstanding December 31, 2011
Less: Exercised
Less: Forfeited
Less: Expired
Outstanding December 31, 2012
Vested and expected to vest - December 31, 2012
Exercisable December 31, 2012
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in thousands)
52.12
34.34
51.36
72.29
52.39
52.39
52.39
3.0 $
(5,598)
2.1 $
2.1 $
2.1 $
(1,664)
(1,664)
(1,664)
Number of
Options
386,149 $
7,619
57,952
4,654
315,924 $
315,924 $
315,924 $
There were no stock options granted during 2012, 2011, or 2010. The total intrinsic value of options exercised during
the years ended December 31, 2012, 2011, and 2010 was approximately $92,000, $130,000, and $1,000, respectively.
The Company issues new shares to fulfill option exercises from its authorized shares available.
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and
retention. The terms of each grant vary depending upon the participant's responsibilities and position within the
Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or
market-based awards. All awards were valued at the fair market value, earn dividends throughout the vesting period,
and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-
based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the
probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the
valuation date over the three year performance period. Assumptions include historic volatility over the previous three
year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Because the
award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no
dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and
recognized over the vesting period.
• Time-based awards vest 25% per year beginning on the first anniversary following the grant date. These
grants are subject only to continued employment and not dependent on future performance measures; and
accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
During 2012, the Company granted 112,496 shares of time-based awards.
•
Performance-based awards are earned subject to future performance measurements, including individual
goals, annual growth in earnings, and compounded three-year growth in earnings. Once the performance
criteria are achieved and the actual number of shares earned is determined, shares will vest over a required
service period. If such performance criteria are not met, compensation cost previously recognized would be
reversed. The Company considers the likelihood of meeting the performance criteria based upon
management's estimates from which it determines the amounts recognized as expense on a periodic basis.
During 2012, the Company granted 25,435 shares of performance-based awards.
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
• Market-based awards are earned dependent upon the Company's total shareholder return in relation to the
shareholder return of peer indices over a three-year period (“TSR Grant”). Once the market criteria are met
and the actual number of shares earned is determined, 100% of the earned shares vest. The probability of
meeting the market criteria is considered when calculating the estimated fair market value on the date of
grant using a Monte Carlo simulation. These awards were accounted for as awards with market criteria, with
compensation cost recognized over the service period, regardless of whether the market criteria are achieved
and the awards are ultimately earned and vest. During 2012, the Company granted 128,302 shares of market-
based awards. The significant assumptions underlying determination of fair values for market-based awards
granted during the years ended December 31, 2012, 2011, and 2010 were
Volatility
Risk free interest rate
2012
2011
2010
48.80%
0.32%
66.50%
0.98%
66.40%
1.41%
The following table reports non-vested restricted stock activity during the year ended December 31, 2012:
Non-vested at December 31, 2011
Add: Time-based awards granted
Add: Performance-based awards granted
Add: Market-based awards granted
Less: Vested and Distributed
Less: Forfeited
Non-vested at December 31, 2012
Number of
Shares
Intrinsic
Value
(in thousands)
562,259
112,496
25,435
128,302
152,019
1,982
674,491 $
31,782
Weighted
Average
Grant
Price
40.05
39.00
39.00
43.13
40.34
$
$
$
$
$
The weighted-average grant price for restricted stock granted during the years ended December 31, 2012, 2011, and
2010 was $39.44, $41.81, and $35.65, respectively. The total intrinsic value of restricted stock vested during the years
ended December 31, 2012, 2011, and 2010 was $6.6 million, $7.5 million, and $6.1 million, respectively.
As of December 31, 2012, there was $12.8 million of unrecognized compensation cost related to non-vested restricted
stock granted under the Parent Company's Long-Term Omnibus Plan. When recognized, this compensation results in
additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in
general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating
Partnership. This unrecognized compensation cost is expected to be recognized over the next three years, through
2015. The Company issues new restricted stock from its authorized shares available at the date of grant.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
13.
Saving and Retirement Plans
401 (k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to
defer up to the maximum allowable amount determined by the IRS of their eligible compensation. This deferred
compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum
of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2012. Costs related to
matching portion of the plan were $1.4 million, $1.2 million, and $1.1 million for the years ended December 31, 2012,
2011, and 2010, respectively.
Non-Qualified Deferred Compensation Plan
The Company maintains a non-qualified deferred compensation plan (“NQDCP”) which allows select employees and
directors to defer part or all of their salary, cash bonus, and restricted stock awards. Restricted stock awards that are
designated to be deferred into the NQDCP upon vesting are classified as liabilities from the grant date through the
vesting date. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are
deposited in a Rabbi trust.
The Company accounts for the NQDCP in accordance with FASB Accounting Standards Codification ASC Topic 710
and the restricted stock awards under Topic 718. The assets in the Rabbi trust remain subject to the claims of creditors
of the Company and are not the property of the participant. The NQDCP allows participants to allocate their account
balance among various investments, including several mutual funds and the Company's common stock. Effective June
20, 2011, the Company amended its NQDCP such that participant account balances held in the Regency common
stock fund, including future deferrals of Regency common stock, must remain allocated to the Regency common stock
fund and may only be distributed to the participant in the form of Regency common stock upon termination from the
plan. Additionally, participant account balances allocated to various diversified mutual funds are prohibited from
being allocated into the Regency common stock fund. The assets of the Rabbi trust, exclusive of the shares of the
Company's common stock, are classified as trading securities on the accompanying Consolidated Balance Sheets, and
accordingly, realized and unrealized gains and losses are recognized within income from deferred compensation plan
in the accompanying Consolidated Statements of Operations. Investments in shares of the Company's common stock
are included, at cost, as treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and
as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating
Partnership. The participants' deferred compensation liability, exclusive of the shares of the Company's common stock
after the June 20, 2011 amendment, is included within accounts payable and other liabilities in the accompanying
Consolidated Balance Sheets and was $22.8 million and $21.1 million at December 31, 2012 and 2011, respectively.
Increases or decreases in the deferred compensation liability, exclusive of amounts attributable to participant
investments in the shares of the Company's common stock, are recorded as general and administrative expense within
the accompanying Consolidated Statements of Operations. Changes in participant account balances related to the
Regency common stock fund are recorded directly within stockholders' equity.
107 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
14.
Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share for the years ended December 31,
2012, 2011, and 2010, respectively (in thousands except per share data):
2012
2011
2010
Numerator:
Income from continuing operations
Income from discontinued operations
Gain on sale of real estate
Net income
Less: preferred stock dividends
Less: income attributable to noncontrolling interests
Net (loss) income attributable to common stockholders
Less: dividends paid on unvested restricted stock
Net income attributable to common stockholders - basic
Add: dividends paid on Treasury Method restricted stock
Net (loss) income for common stockholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
Incremental shares to be issued under unvested restricted stock
Incremental shares under Forward Equity Offering
Weighted average common shares outstanding for diluted EPS
(Loss) income per common share – basic
Continuing operations
Discontinued operations
Net (loss) income attributable to common stockholders
(Loss) income per common share – diluted
Continuing operations
Discontinued operations
Net (loss) income attributable to common stockholders
$
$
$
$
$
$
505
23,546
2,158
26,209
32,531
342
(6,664)
572
(7,236)
—
(7,236)
45,344
8,040
2,404
55,788
19,675
4,418
31,695
615
31,080
18
31,098
89,630
87,825
39
—
—
424
89,669
88,249
(0.34)
0.26
(0.08)
(0.34)
0.26
(0.08)
0.26
0.09
0.35
0.26
0.09
0.35
3,106
8,902
993
13,001
19,675
4,185
(10,859)
542
(11,401)
—
(11,401)
81,068
—
1,534
82,602
(0.25)
0.11
(0.14)
(0.25)
0.11
(0.14)
Income (loss) allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator
and Exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing
diluted earnings per share since the effect of including these amounts in the numerator and denominator would have
no impact. Weighted average Exchangeable Operating Partnership units outstanding for the years ended December 31,
2012, 2011, and 2010 were 177,164, 177,164, and 270,706, respectively.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit for the periods ended December 31,
2012, 2011, and 2010 respectively (in thousands except per unit data):
2012
2011
2010
Numerator:
Income from continuing operations
Income from discontinued operations
Gain on sale of real estate
Net income
Less: preferred unit distributions
Less: income attributable to noncontrolling interests
Net (loss) income attributable to common unit holders
Less: dividends paid on unvested restricted stock
Net income attributable to common unit holders - basic
Add: dividends paid on Treasury Method restricted stock
Net income for common unit holders - diluted
Denominator:
Weighted average common units outstanding for basic EPU
Incremental shares to be issued under unvested restricted stock
Incremental units under Forward Equity Offering
Weighted average common units outstanding for diluted EPU
(Loss) income per common unit – basic
Continuing operations
Discontinued operations
Net (loss) income attributable to common unit holders
(Loss) income per common unit – diluted
Continuing operations
Discontinued operations
Net (loss) income attributable to common unit holders
$
$
$
$
$
$
505
23,546
2,158
26,209
31,902
865
(6,558)
572
(7,130)
—
(7,130)
45,344
8,040
2,404
55,788
23,400
590
31,798
615
31,183
18
31,201
89,808
88,002
39
—
—
424
89,847
88,426
(0.34)
0.26
(0.08)
(0.34)
0.26
(0.08)
0.26
0.09
0.35
0.26
0.09
0.35
3,106
8,902
993
13,001
23,400
376
(10,775)
542
(11,317)
—
(11,317)
81,339
—
1,534
82,873
(0.25)
0.11
(0.14)
(0.25)
0.11
(0.14)
109
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
15.
Operating Leases
The Company's properties are leased to tenants under operating leases with expiration dates extending to the year
2099. Future minimum rents under non-cancelable operating leases as of December 31, 2012, excluding both tenant
reimbursements of operating expenses and additional percentage rent based on tenants' sales volume, are as follows (in
thousands):
Year Ending December 31,
2013
2014
2015
2016
2017
Thereafter
Total
$
$
Amount
332,351
311,905
276,784
240,376
196,098
991,272
2,348,786
The shopping centers' tenant base includes primarily national and regional supermarkets, drug stores, discount
department stores and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were
no tenants that individually represented more than 5% of the Company's annualized future minimum rents.
The Company has shopping centers that are subject to non-cancelable long-term ground leases where a third party
owns and has leased the underlying land to the Company to construct and/or operate a shopping center. Ground leases
expire through the year 2058 and in most cases provide for renewal options. In addition, the Company has non-
cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through
the year 2018 and in most cases provide for renewal options. Leasehold improvements are capitalized, recorded as
tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term.
Operating lease expense, including capitalized ground lease payments on properties in development, was $9.1 million,
$9.2 million and $8.1 million for the years ended December 31, 2012, 2011, and 2010, respectively. The following
table summarizes the future obligations under non-cancelable operating leases as of December 31, 2012, (in
thousands):
Year Ending December 31,
2013
2014
2015
2016
2017
Thereafter
Total
$
$
Amount
7,732
7,136
6,713
6,181
4,649
101,613
134,024
110
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
16.
Commitments and Contingencies
The Company is involved in litigation on a number of matters and is subject to certain claims which arise in the
normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect
on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as
incurred.
The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to
chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground
petroleum storage tanks. The Company believes that the ultimate disposition of currently known environmental
matters will not have a material effect on its financial position, liquidity, or operations; however, it can give no
assurance that existing environmental studies with respect to the shopping centers have revealed all potential
environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental
condition not known to it; that the current environmental condition of the shopping centers will not be affected by
tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in
applicable environmental laws and regulations or their interpretation will not result in additional environmental
liability to the Company.
The Company has the right to issue letters of credit under the Line up to an amount not to exceed $80.0 million which
reduces the credit availability under the Line. These letters of credit are primarily issued as collateral to facilitate the
construction of development projects. As of December 31, 2012 and 2011, the Company had $20.8 million and $17.4
million letters of credit outstanding, respectively.
111 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2012
17.
Summary of Quarterly Financial Data (Unaudited)
The following table sets forth selected Quarterly Financial Data for the Company on a historical basis for each of the
years ended December 31, 2012 and 2011 and has been derived from the accompanying consolidated financial
statements as reclassified for discontinued operations (in thousands except per share and per unit data):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2012:
Operating Data:
Revenues as originally reported
Reclassified to discontinued operations
Adjusted Revenues
Net income (loss) attributable to common stockholders
Net income (loss) of limited partners
Net income (loss) attributable to common unit holders
$
$
$
$
127,389
(1,146)
126,243
13,181
54
13,235
Net income (loss) attributable to common stock and unit holders per share and unit:
Basic
Diluted
0.14
0.14
$
$
2011:
Operating Data:
Revenues as originally reported
Reclassified to discontinued operations
Adjusted Revenues
Net income attributable to common stockholders
Net income of limited partners
Net income attributable to common unit holders
$
$
$
$
127,114
(4,069)
123,045
2,185
13
2,198
Net income attributable to common stock and unit holders per share and unit:
Basic
Diluted
$
$
0.02
0.02
129,767
(524)
129,243
5,697
23
5,720
0.06
0.06
128,382
(4,344)
124,038
12,861
37
12,898
0.14
0.14
120,013
(581)
119,432
11,637
39
11,676
122,002
—
122,002
(37,179)
(10)
(37,189)
0.13
0.13
(0.41)
(0.41)
125,747
(3,328)
122,419
125,322
(1,726)
123,596
8,510
27
8,537
0.09
0.09
8,139
26
8,165
0.10
0.10
112 .
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
—
—
—
—
—
—
8
0
2
,
7
0
0
5
,
7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0
0
5
,
2
6
—
0
0
0
,
7
1
s
e
g
a
g
t
r
o
M
8
6
4
,
4
5
8
9
0
,
3
5
1
8
,
9
1
6
4
4
,
8
8
3
9
,
5
1
3
7
0
,
2
1
6
4
7
,
7
9
0
4
,
2
8
7
6
,
3
7
1
4
,
6
5
0
0
0
,
1
1
5
6
6
,
5
1
3
8
7
,
7
1
8
4
,
3
1
3
7
7
,
0
1
5
1
1
,
3
1
2
1
0
,
6
2
0
1
,
2
9
7
2
,
7
1
8
5
6
,
0
1
7
4
7
,
4
9
2
7
,
6
0
3
5
,
1
1
6
1
6
,
6
9
4
5
,
3
1
8
2
,
3
1
0
1
4
,
2
5
5
0
,
8
1
7
0
5
,
3
1
9
7
2
,
4
1
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
6
2
4
9
3
7
0
3
8
,
1
5
7
6
,
4
3
4
9
,
2
7
1
2
,
5
)
3
(
5
9
4
1
6
5
,
9
5
5
1
,
4
8
8
1
,
4
0
1
5
,
5
2
4
2
,
6
9
0
6
,
4
5
8
1
,
4
7
6
2
8
3
0
,
2
3
4
7
,
1
1
3
2
2
,
3
1
6
4
5
3
3
3
,
4
2
0
8
,
2
6
4
7
,
1
1
8
1
,
1
7
0
2
,
2
1
5
5
,
5
5
6
6
,
3
4
6
3
,
2
1
4
2
,
2
1
0
4
5
,
6
1
1
2
,
6
6
4
2
5
,
3
5
4
6
,
1
2
5
8
1
,
9
3
1
6
,
0
2
6
1
0
,
5
1
3
6
9
,
2
1
6
0
4
,
2
9
3
2
,
3
1
2
1
9
,
6
5
5
5
1
,
5
1
3
5
8
,
9
1
3
9
2
,
3
1
3
2
7
,
9
1
2
8
3
,
5
1
0
0
3
,
7
1
9
7
2
,
6
0
4
1
,
4
2
0
5
,
0
3
4
0
2
,
1
1
0
8
0
,
9
1
3
5
,
9
6
7
2
,
3
1
7
9
7
,
7
6
5
7
,
5
2
3
8
,
8
1
5
7
0
,
6
9
1
4
,
0
2
8
4
7
,
5
2
9
1
8
,
0
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9
9
3
,
5
3
0
8
7
,
1
6
3
5
,
1
1
7
4
8
,
5
9
9
8
,
3
1
1
8
1
,
5
9
7
3
,
0
1
9
5
8
8
8
4
,
0
1
8
3
8
,
3
3
7
0
4
,
3
1
5
5
5
,
1
1
8
2
3
,
0
1
3
8
7
,
5
1
3
2
7
,
1
1
6
3
8
,
3
1
1
9
4
,
3
6
4
4
,
3
5
0
9
,
5
2
7
3
1
,
8
3
6
6
,
7
1
6
5
,
6
4
8
6
,
6
8
3
3
,
5
2
8
9
,
4
6
2
4
,
5
1
0
4
2
,
5
3
2
6
,
3
1
7
6
0
,
1
2
8
3
2
,
7
1
2
1
8
,
0
3
4
4
7
,
1
9
0
1
,
0
1
8
3
3
,
3
4
1
7
,
6
5
3
8
,
9
4
8
5
,
2
7
4
5
,
1
1
5
7
,
2
4
7
0
,
3
2
8
4
7
,
1
8
9
2
,
8
5
6
9
,
2
0
4
9
,
3
9
5
6
,
3
4
6
4
,
3
8
8
7
,
2
4
9
6
7
9
5
,
4
7
6
0
,
3
7
1
4
,
1
0
7
9
,
2
2
9
5
,
6
9
5
4
,
2
4
7
7
6
0
4
,
3
5
3
8
6
9
7
,
6
1
8
6
,
4
1
8
5
,
3
)
9
7
3
(
5
8
7
4
2
0
2
1
4
0
2
9
6
3
4
1
5
)
6
5
4
,
5
(
9
2
—
0
7
5
,
2
5
6
9
,
1
7
4
4
,
1
1
7
8
6
3
9
6
3
4
,
3
8
1
4
5
1
9
6
0
,
1
4
3
1
3
2
3
8
5
3
2
1
1
4
4
4
3
6
8
6
2
9
1
8
,
3
5
5
2
,
2
7
0
3
4
2
4
,
1
0
3
8
,
5
3
0
9
6
,
1
8
8
2
,
1
1
—
6
9
6
,
3
1
2
1
8
,
4
5
6
8
,
9
0
2
7
,
2
9
5
4
,
0
1
8
3
8
,
3
3
0
6
9
,
0
1
6
5
7
,
9
1
5
5
,
9
2
1
9
,
4
1
7
8
7
,
0
1
6
3
2
,
1
1
3
7
4
,
3
2
9
2
,
3
6
3
8
,
4
2
7
3
1
,
8
2
3
4
,
7
8
7
9
,
5
0
9
5
,
6
7
9
8
,
4
7
4
3
,
4
8
4
5
,
2
1
4
7
9
,
4
2
0
5
,
1
1
9
2
8
,
0
2
2
6
8
,
5
1
0
6
7
,
0
3
$
r
e
t
n
e
C
n
w
o
T
s
n
o
m
m
o
C
S
4
8
4
7
,
1
9
0
1
,
0
1
5
6
0
,
9
4
1
7
,
6
5
3
8
,
9
4
8
5
,
2
2
4
1
,
5
1
5
7
,
2
4
7
0
,
3
2
5
2
6
,
1
2
3
1
,
8
5
9
2
,
2
0
4
9
,
3
9
5
6
,
3
8
2
6
,
2
8
8
7
,
2
4
9
6
7
9
5
,
4
3
3
0
,
3
7
1
4
,
1
0
7
9
,
2
3
6
5
,
6
9
5
4
,
2
4
7
7
6
6
4
,
2
3
3
8
1
6
6
,
6
2
1
6
,
4
3
3
5
,
3
r
e
t
n
e
C
n
w
o
T
s
t
h
g
i
e
H
e
g
i
r
e
m
A
g
n
i
s
s
o
r
C
t
r
o
p
r
i
A
r
e
t
n
e
C
t
e
k
r
a
M
m
r
a
F
n
r
u
b
h
s
A
e
c
a
l
p
t
e
k
r
a
M
m
e
h
t
n
A
a
z
a
l
P
a
i
s
a
t
s
a
n
A
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
s
e
M
a
o
b
l
a
B
r
e
t
n
e
C
g
n
i
p
p
o
h
S
a
r
u
t
n
e
v
A
r
e
t
e
m
i
r
e
P
d
r
o
f
h
s
A
r
e
t
n
e
C
a
t
s
u
g
u
A
s
n
o
m
m
o
C
e
r
i
h
s
k
r
e
B
e
r
a
u
q
S
e
l
a
d
g
n
i
m
o
o
l
B
a
z
a
l
P
s
e
k
a
L
n
o
t
n
y
o
B
r
e
t
n
e
C
d
r
a
v
e
l
u
o
B
s
n
o
m
m
o
C
t
t
e
k
c
e
B
e
r
a
u
q
S
w
e
i
v
e
l
l
e
B
a
z
a
l
P
d
o
o
w
t
n
e
r
B
a
t
s
i
V
a
L
f
f
i
l
c
r
a
i
r
B
e
g
a
l
l
i
V
f
f
i
l
c
r
a
i
r
B
t
r
u
o
C
d
a
e
h
k
c
u
B
e
r
a
u
q
S
y
e
l
k
c
u
B
n
o
t
e
g
d
i
r
B
r
t
C
g
n
i
p
p
o
h
S
e
c
a
l
P
r
e
t
l
a
w
k
c
u
B
I
I
I
y
e
l
e
e
r
G
f
o
e
c
a
l
p
r
e
t
n
e
C
a
z
a
l
P
d
o
o
w
e
s
a
h
C
e
v
o
r
G
y
r
r
e
h
C
e
r
a
u
q
S
e
g
d
i
r
b
m
a
C
s
n
o
m
m
o
C
l
e
m
r
a
C
g
n
i
s
s
o
r
C
o
g
i
l
a
C
e
t
a
G
e
g
a
i
r
r
a
C
113
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
—
6
3
4
,
8
s
e
g
a
g
t
r
o
M
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6
7
9
,
9
3
—
—
—
—
—
6
8
7
—
3
9
3
—
—
2
5
6
,
6
1
—
5
5
5
,
3
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
4
2
2
,
2
1
4
4
7
,
8
4
6
0
9
,
9
1
2
4
7
,
4
1
3
3
0
,
6
1
7
4
,
6
1
9
6
0
,
9
2
3
7
8
,
5
0
9
6
,
2
2
8
1
9
,
7
0
8
3
,
5
2
0
8
3
,
0
1
3
3
9
,
0
1
5
2
7
,
1
1
5
4
,
1
1
2
2
9
,
5
2
8
5
,
5
3
9
9
,
4
1
5
7
9
,
4
3
0
3
2
,
7
9
8
0
,
2
1
5
0
0
,
0
2
2
3
5
,
4
2
6
9
,
1
6
5
3
,
2
1
4
7
5
,
2
2
9
2
1
,
5
2
0
9
2
,
7
0
3
0
,
3
3
3
3
9
,
3
5
7
7
9
,
0
1
5
9
1
,
6
1
4
9
9
,
5
9
5
7
,
2
1
5
9
1
,
6
9
5
7
,
1
8
3
6
,
3
1
8
4
,
2
3
2
5
,
1
1
1
0
6
0
,
4
5
5
3
9
1
9
,
1
2
9
9
,
4
3
1
3
,
3
8
1
5
7
2
1
,
9
5
3
3
,
3
2
1
2
,
2
9
4
3
,
4
9
3
0
,
4
4
8
0
,
3
3
2
5
,
4
8
7
0
,
1
2
0
0
,
1
8
3
1
4
0
6
,
4
1
1
2
,
6
1
6
0
,
0
1
2
5
4
,
3
6
2
7
,
1
6
7
3
,
7
4
6
6
,
3
7
8
0
,
1
8
1
2
,
8
1
3
0
5
,
1
6
1
0
1
,
6
2
1
0
5
,
6
1
1
7
6
,
9
2
5
9
,
8
1
2
9
5
,
0
4
4
7
8
,
5
0
5
7
,
6
2
3
7
2
,
8
9
9
2
,
7
2
2
7
3
,
5
1
6
4
2
,
4
1
3
4
2
,
2
8
7
5
,
0
2
7
5
2
,
9
4
9
7
,
7
2
4
3
,
9
1
4
1
0
,
9
3
4
1
3
,
0
1
2
1
6
,
6
1
3
8
0
,
1
2
4
3
5
,
5
0
0
1
,
2
0
6
9
,
6
1
5
8
7
,
8
2
0
9
1
,
5
3
2
4
7
,
0
1
6
5
7
,
4
3
9
0
3
,
1
6
1
4
6
,
4
1
2
8
2
,
7
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
2
3
,
8
5
6
9
,
6
3
7
4
9
,
2
1
4
9
0
,
8
7
0
9
,
7
6
5
2
,
2
1
4
9
7
,
7
2
7
3
0
8
,
0
1
8
7
0
,
4
5
8
0
,
1
2
2
7
3
,
2
1
6
4
9
,
8
8
6
5
,
1
6
3
2
,
7
1
7
2
5
,
7
7
3
8
,
4
2
4
7
,
1
1
9
8
9
,
7
2
4
7
4
,
7
2
7
5
,
1
1
8
0
9
,
7
4
9
1
,
4
8
8
5
,
1
9
4
8
,
3
1
3
6
9
,
6
1
0
3
5
,
8
2
6
0
6
,
8
5
8
7
,
9
7
3
6
,
8
4
8
4
,
1
1
9
7
1
,
3
1
6
9
8
,
9
8
3
5
,
4
2
4
5
1
,
3
1
7
0
4
,
8
4
6
7
,
1
6
9
6
,
6
8
9
7
,
2
1
7
6
8
,
5
7
4
9
,
5
1
5
9
1
,
4
4
1
2
,
6
0
0
0
,
3
0
0
3
,
5
5
7
6
2
4
3
,
3
0
3
7
,
1
7
5
9
,
2
0
0
6
,
7
5
2
0
,
1
1
0
4
8
,
2
0
4
0
,
5
)
2
2
(
2
9
8
,
1
2
3
6
9
8
5
5
9
4
3
4
8
9
3
6
0
2
3
7
)
2
7
5
,
6
5
(
6
8
3
5
6
7
—
8
3
3
)
1
0
1
(
2
0
3
,
1
4
0
2
8
1
6
0
1
1
—
5
7
1
,
3
1
)
3
2
5
,
5
(
2
1
5
0
4
3
,
1
1
1
1
,
3
2
2
8
,
1
1
0
6
6
,
6
6
3
1
,
2
1
7
9
,
4
2
2
7
6
,
2
5
7
5
1
,
3
3
0
1
,
4
6
2
)
9
0
7
,
8
(
6
9
2
,
2
5
9
0
5
4
3
3
1
7
6
1
3
3
8
2
2
0
1
5
,
1
4
4
3
,
8
2
2
4
,
5
3
5
1
3
,
2
1
4
0
0
,
8
4
4
9
,
6
4
4
2
,
2
1
8
6
8
,
6
2
4
1
0
6
,
0
1
5
0
0
,
4
1
4
8
,
2
4
1
0
0
,
2
1
1
8
1
,
8
8
6
5
,
1
4
3
9
,
5
1
9
8
1
,
7
8
3
9
,
4
8
3
5
,
1
1
1
7
3
,
7
2
0
7
3
,
7
2
7
5
,
1
1
7
6
3
,
1
1
8
6
1
,
4
0
1
5
,
8
7
8
5
,
1
1
6
5
8
,
6
1
1
2
0
,
8
2
3
7
2
,
8
3
1
1
,
9
4
3
1
,
7
3
5
1
,
1
1
1
5
9
,
2
1
6
9
8
,
9
9
8
1
,
4
2
4
5
1
,
3
1
7
0
4
,
8
2
7
7
,
1
4
7
6
,
6
0
4
7
,
2
1
7
6
8
,
5
4
4
9
,
5
1
4
9
1
,
4
1
3
0
,
1
4
5
8
9
,
2
0
0
3
,
5
5
7
6
2
4
3
,
3
0
3
7
,
1
7
5
9
,
2
0
0
6
,
7
5
2
0
,
1
1
4
3
8
,
2
0
4
0
,
5
9
3
2
,
5
1
0
4
3
,
1
8
9
2
,
2
7
7
0
,
3
4
2
9
,
1
1
0
6
6
,
6
6
3
1
,
2
1
7
9
,
4
2
5
6
6
,
2
5
7
5
1
,
3
3
0
1
,
4
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
r
e
t
n
e
C
g
n
i
p
p
o
h
S
y
e
l
l
a
V
n
o
t
y
a
l
C
n
o
i
t
a
t
S
e
r
i
h
s
e
h
C
r
e
t
n
e
C
t
e
k
r
a
M
s
i
l
l
a
v
r
o
C
g
n
i
s
s
o
r
C
s
n
a
r
h
c
o
C
'
e
g
a
l
l
i
V
w
e
r
c
s
k
r
o
C
e
r
a
u
q
S
e
n
o
t
s
r
e
n
r
o
C
r
e
t
n
e
C
e
d
r
e
V
a
t
s
o
C
m
o
c
d
n
a
L
d
r
a
y
t
r
u
o
C
e
d
a
n
n
o
l
o
C
r
e
p
e
p
l
u
C
g
n
i
s
s
o
r
C
e
n
n
e
d
r
a
D
r
e
t
n
e
C
n
w
o
T
s
g
n
i
r
p
S
r
e
e
D
e
g
a
l
l
i
V
y
d
o
o
w
n
u
D
e
t
n
i
o
P
t
s
a
E
r
e
t
n
e
C
e
n
w
o
T
t
s
a
E
m
u
r
t
c
e
p
S
k
l
e
D
a
z
a
l
P
o
l
b
a
i
D
n
T
n
o
s
k
c
i
D
r
e
t
n
e
C
g
n
i
p
p
o
h
S
o
n
i
m
a
C
l
E
a
z
a
l
P
y
a
w
k
r
a
P
e
t
r
o
N
l
E
a
z
a
l
P
o
t
i
r
r
e
C
l
E
e
d
n
a
r
G
a
n
i
c
n
E
r
e
t
n
e
C
g
n
i
p
p
o
h
S
x
a
f
r
i
a
F
e
c
a
l
p
t
e
k
r
a
M
n
o
t
n
e
F
d
n
a
l
s
I
g
n
i
m
e
l
F
n
o
c
l
a
F
r
e
t
n
e
C
e
g
a
l
l
i
V
y
e
l
l
a
V
h
c
n
e
r
F
r
e
t
n
e
C
n
o
i
s
s
i
M
s
r
a
i
r
F
e
r
a
u
q
S
s
n
e
d
r
a
G
1
0
1
y
a
w
e
t
a
G
a
z
a
l
P
t
e
k
r
a
M
e
k
a
l
t
s
e
W
'
s
n
o
s
l
e
G
r
e
t
n
e
C
g
n
i
p
p
o
h
S
y
a
w
e
t
a
G
a
z
a
l
P
k
a
O
n
e
l
G
114
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
3
5
6
,
2
1
s
e
g
a
g
t
r
o
M
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3
0
1
,
3
1
1
4
0
,
3
9
9
5
,
3
5
4
5
,
1
3
9
9
4
,
0
1
8
2
9
,
1
1
7
9
,
5
2
5
4
2
,
8
2
9
1
,
0
1
0
9
3
,
2
1
7
1
3
,
8
2
2
7
5
8
5
7
,
8
6
6
4
7
6
8
,
8
8
1
8
,
2
0
6
9
,
6
1
4
5
2
,
5
1
9
2
,
8
1
0
7
5
,
3
3
8
3
9
,
3
4
2
0
7
,
2
3
2
6
,
0
1
2
0
6
,
0
1
8
5
3
,
8
9
7
5
,
1
8
5
3
,
2
2
7
4
9
,
6
0
5
6
,
8
9
4
9
,
6
7
2
2
,
8
1
1
9
,
7
3
9
8
,
7
6
1
6
,
8
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
8
0
1
,
3
9
5
6
,
2
5
9
1
6
5
1
8
8
3
,
1
1
0
6
6
,
3
4
8
6
—
2
6
6
,
0
1
9
4
2
0
6
2
,
1
2
3
4
0
6
,
1
1
9
6
9
9
8
,
6
3
9
6
4
7
9
,
1
0
5
4
,
7
1
6
6
8
7
9
1
,
6
6
6
0
,
1
0
8
5
,
4
1
4
2
9
2
7
7
9
2
5
8
,
3
3
6
7
7
6
9
,
2
9
1
4
,
1
2
1
0
,
4
0
2
3
,
3
3
6
9
,
3
7
0
7
,
6
4
0
2
,
4
3
4
9
6
,
0
1
4
8
0
,
2
9
5
3
,
7
3
5
0
9
,
1
1
6
7
8
,
0
1
0
9
3
,
2
1
9
7
9
,
8
3
1
2
8
8
1
0
,
0
1
8
9
4
1
7
4
,
0
1
9
0
5
,
3
9
5
8
,
3
2
7
4
9
,
5
5
6
2
,
0
2
0
2
0
,
1
5
5
3
1
,
0
5
8
6
5
,
3
9
8
6
,
1
1
2
8
1
,
5
1
9
9
3
,
8
1
7
8
,
1
5
3
3
,
3
2
9
9
7
,
0
1
3
1
4
,
9
6
1
9
,
9
6
4
6
,
9
3
2
9
,
1
1
3
1
2
,
1
1
9
7
5
,
2
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3
1
5
,
5
5
0
5
,
1
2
4
5
4
,
8
5
9
1
,
1
7
2
1
,
9
2
—
1
2
6
,
9
7
7
6
,
3
1
7
8
,
8
3
4
1
8
9
8
0
,
5
1
3
2
2
4
8
,
4
9
0
9
,
1
5
2
1
,
8
1
1
3
7
,
2
8
0
1
,
5
1
1
1
2
,
1
4
6
8
1
,
2
3
8
6
2
,
2
4
6
4
,
6
8
8
8
,
2
1
4
4
5
,
3
6
5
3
,
1
3
3
5
,
6
1
5
5
9
,
6
3
1
8
,
3
7
8
8
,
7
1
8
7
,
5
0
1
0
,
8
3
8
1
,
9
0
0
8
,
0
1
4
9
1
,
1
9
9
6
,
2
1
0
4
2
,
2
9
8
8
2
3
2
,
8
4
8
2
,
2
9
9
1
,
7
0
9
3
,
2
1
7
8
0
1
9
2
9
,
4
7
6
2
9
2
6
,
5
0
0
6
,
1
4
3
7
,
5
6
1
2
,
3
7
5
1
,
5
9
0
8
,
9
9
4
9
,
7
1
0
0
3
,
1
5
2
2
,
5
4
9
2
,
2
5
5
8
,
4
5
1
5
2
0
8
,
6
4
4
8
,
3
0
0
6
,
5
9
2
0
,
2
5
6
8
,
3
3
1
9
,
3
0
3
0
,
2
9
7
7
,
1
—
2
3
1
3
2
0
,
3
)
5
9
6
,
3
(
6
6
8
8
7
1
—
—
2
8
8
,
2
1
5
5
2
1
9
7
2
—
5
1
4
,
1
1
3
9
2
8
6
0
3
,
1
4
0
2
9
0
1
8
7
7
4
—
9
0
1
9
3
3
6
5
3
9
3
1
6
7
2
0
3
6
3
1
4
2
3
0
4
7
1
8
3
,
5
2
8
4
,
8
1
4
5
4
,
8
9
5
0
,
3
0
6
2
,
8
2
—
3
4
4
,
9
7
7
6
,
3
7
9
0
,
6
2
8
0
8
5
6
0
,
5
0
3
2
4
6
5
,
4
9
0
9
,
1
9
0
7
,
6
1
9
7
7
,
2
9
7
2
,
4
1
5
0
9
,
9
3
5
8
9
,
1
3
9
5
1
,
2
5
4
4
,
6
1
4
8
,
2
1
4
4
5
,
3
6
4
2
,
1
4
2
2
,
6
1
9
9
5
,
6
6
5
7
,
3
2
3
6
,
7
1
5
7
,
5
4
7
8
,
7
9
5
8
,
8
0
6
0
,
0
1
4
9
1
,
1
9
9
6
,
2
1
0
4
2
,
2
0
2
7
,
2
2
3
2
,
8
4
8
2
,
2
9
9
1
,
7
0
9
3
,
2
1
—
7
7
6
2
9
2
9
,
4
9
2
6
,
5
0
0
6
,
1
4
3
7
,
5
7
3
1
,
3
7
5
1
,
5
9
0
8
,
9
6
4
9
,
7
1
0
0
3
,
1
7
6
1
,
5
4
9
2
,
2
5
5
8
,
4
5
1
5
2
7
7
,
6
4
4
8
,
3
8
1
5
,
5
8
0
0
,
2
5
6
8
,
3
3
1
9
,
3
0
3
0
,
2
9
7
7
,
1
e
n
o
t
s
d
l
e
i
F
e
g
a
l
l
i
V
h
t
e
p
r
a
H
e
g
a
l
l
i
V
d
o
o
w
n
e
l
G
a
z
a
l
P
s
l
l
i
H
n
e
d
l
o
G
a
z
a
l
P
e
g
d
i
R
d
n
a
r
G
s
g
n
i
r
p
S
d
o
o
w
n
e
e
r
G
k
c
o
c
n
a
H
g
n
i
s
s
o
r
C
s
i
r
r
a
H
d
n
a
L
e
g
a
t
i
r
e
H
a
z
a
l
P
e
g
a
t
i
r
e
H
y
e
h
s
r
e
H
a
z
a
l
P
k
e
e
r
C
y
r
o
k
c
i
H
e
g
a
l
l
i
V
t
s
e
r
c
l
l
i
H
n
o
i
l
i
v
a
P
a
i
n
r
e
b
i
H
a
z
a
l
P
a
i
n
r
e
b
i
H
e
g
a
l
l
i
V
l
l
i
M
l
l
e
w
o
H
r
e
n
r
o
C
s
n
o
t
r
o
H
'
r
e
t
n
e
C
e
n
w
o
T
o
i
d
n
I
r
e
t
n
e
C
n
w
o
T
r
e
l
l
e
K
a
z
a
l
P
d
o
o
w
e
l
g
n
I
e
r
a
u
q
S
n
o
s
r
e
f
f
e
J
e
c
a
l
P
t
n
e
K
k
r
a
P
e
d
y
H
e
l
a
d
s
n
i
H
r
e
t
n
e
C
y
n
a
b
l
A
w
e
N
r
e
g
o
r
K
y
t
i
C
n
u
S
g
n
i
s
s
o
r
C
s
g
n
i
K
s
n
o
m
m
o
C
d
o
o
w
k
r
i
K
r
e
t
n
e
C
y
c
a
g
e
L
/
n
o
n
a
b
e
L
e
r
a
u
q
S
n
o
t
e
l
t
t
i
L
g
n
i
K
d
y
o
l
L
a
z
a
l
P
e
n
i
P
e
k
a
L
r
e
t
n
e
C
n
o
n
a
b
e
L
e
l
l
i
v
s
p
l
u
K
115
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
—
—
—
—
—
—
—
—
—
—
—
0
0
3
,
0
1
4
8
2
,
7
4
4
8
,
5
1
—
—
—
—
—
—
—
1
1
7
,
5
1
7
7
,
1
1
—
—
0
4
6
,
5
—
—
—
—
0
4
1
,
4
1
0
9
5
,
1
1
4
4
0
,
9
2
7
7
4
,
5
1
7
9
2
,
2
1
9
4
2
,
2
1
6
1
5
,
2
1
3
6
7
,
8
2
7
1
,
5
6
9
1
,
1
1
3
4
0
,
6
6
3
8
,
9
4
9
4
,
6
7
0
3
,
3
1
9
1
1
,
4
1
8
1
1
,
9
2
0
0
6
,
6
7
1
1
,
9
1
6
7
4
,
7
1
7
3
0
,
8
1
4
8
1
,
9
1
6
8
7
,
5
3
6
0
,
2
1
1
3
3
,
0
1
8
7
1
,
4
3
6
9
1
,
8
6
1
5
,
2
1
4
7
6
,
1
1
0
7
9
,
8
3
5
8
,
3
5
6
5
,
2
1
9
7
1
,
9
s
e
g
a
g
t
r
o
M
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
7
8
0
,
9
0
7
7
,
3
6
6
0
,
3
7
1
8
7
1
0
,
1
6
1
4
,
4
6
4
5
,
4
8
5
1
,
3
4
2
4
,
1
7
9
0
,
2
7
1
9
,
4
3
5
3
,
4
8
7
8
,
3
6
7
3
,
5
2
7
3
,
7
3
3
8
,
2
2
8
1
,
6
5
5
6
,
4
9
3
3
,
1
2
9
3
,
7
1
1
2
5
8
7
,
2
3
2
8
,
1
8
9
0
,
4
3
0
4
,
1
5
7
6
,
2
8
9
6
,
2
6
3
7
7
6
1
,
5
8
1
5
5
0
8
3
5
4
,
6
7
2
2
,
3
2
0
6
3
,
5
1
0
1
1
,
2
3
4
9
2
,
6
1
4
1
3
,
3
1
5
6
6
,
6
1
2
6
0
,
7
1
1
2
9
,
1
1
6
9
5
,
6
3
9
2
,
3
1
0
6
9
,
0
1
9
8
1
,
4
1
2
7
3
,
0
1
3
8
6
,
8
1
1
9
4
,
1
2
1
5
9
,
1
3
2
8
7
,
2
1
2
7
7
,
3
2
5
1
8
,
8
1
9
2
4
,
5
2
5
9
3
,
9
1
1
7
5
,
8
6
8
8
,
3
1
9
2
4
,
4
1
1
8
5
,
5
3
1
7
8
,
0
1
4
1
2
,
5
1
0
1
4
,
2
1
7
3
1
,
4
1
1
7
3
,
4
0
7
3
,
3
1
2
3
6
,
5
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4
4
2
,
9
1
0
4
9
,
9
9
4
7
,
5
1
9
3
8
,
9
7
1
7
,
6
5
6
2
,
2
1
2
6
0
,
5
1
1
9
5
,
0
1
9
6
8
,
4
2
0
2
,
8
4
6
1
,
9
9
8
1
,
1
1
3
7
3
,
7
3
8
3
,
4
1
1
2
8
,
8
1
8
7
7
,
3
1
0
7
3
,
0
1
2
7
2
,
1
1
1
9
6
,
8
9
2
5
,
0
2
7
2
7
,
3
1
2
0
8
,
6
5
7
8
,
8
7
6
7
,
1
1
0
9
9
,
8
2
1
7
8
,
6
1
1
7
,
1
1
4
9
5
,
0
1
9
6
7
,
1
1
0
0
3
,
2
3
7
8
,
7
0
2
8
,
2
1
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
3
8
9
,
3
0
2
4
,
5
1
6
3
,
6
1
d
n
a
L
5
5
4
,
6
7
9
5
,
6
0
0
4
,
4
0
0
0
,
2
0
3
3
,
1
7
2
7
,
1
1
9
0
,
5
6
9
7
,
1
0
0
0
,
3
9
9
9
,
2
0
0
3
,
4
0
7
6
,
2
3
7
1
,
8
1
2
1
4
,
2
0
0
5
,
2
1
4
2
1
,
0
1
0
0
9
,
4
8
6
6
,
5
9
6
7
,
1
1
1
0
,
5
2
6
6
,
2
1
9
5
,
6
0
0
0
,
4
3
0
5
,
3
6
1
8
,
1
8
6
3
,
2
1
7
0
,
2
7
9
4
,
5
2
1
8
,
2
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
7
5
5
0
9
4
—
4
5
1
,
3
)
6
3
8
,
5
(
0
2
8
6
8
3
,
5
5
2
1
,
5
5
1
5
1
9
2
5
,
4
1
6
4
8
0
6
2
3
4
0
2
4
4
2
2
0
2
2
5
7
5
—
5
5
7
—
0
5
1
3
8
1
3
8
4
4
2
3
0
2
0
4
9
7
4
6
3
)
4
8
(
1
8
1
)
2
2
9
,
2
(
7
8
6
,
8
1
0
5
4
,
9
4
6
9
,
2
1
9
3
8
,
9
8
4
2
,
9
5
4
4
,
1
1
6
7
6
,
9
9
0
5
,
5
5
8
8
,
4
0
0
1
,
8
8
5
3
,
5
8
2
7
,
0
1
5
6
7
,
6
1
5
9
,
3
1
1
0
4
,
8
1
4
5
5
,
3
1
0
5
1
,
0
1
7
9
6
,
0
1
1
9
6
,
8
4
7
7
,
9
1
7
2
7
,
3
1
2
5
6
,
6
2
9
6
,
8
4
8
2
,
1
1
6
6
9
,
8
2
8
6
6
,
6
1
7
6
,
1
1
5
1
5
,
0
1
5
0
4
,
1
1
4
8
3
,
2
0
9
6
,
9
9
3
6
,
2
1
3
8
9
,
3
0
2
4
,
5
2
9
9
,
5
1
5
5
4
,
6
2
0
9
,
9
0
0
4
,
4
0
0
0
,
2
7
8
2
,
1
6
0
7
,
1
2
4
0
,
5
3
7
0
,
1
0
0
0
,
3
9
9
9
,
2
0
0
3
,
4
0
7
6
,
2
3
7
1
,
8
1
2
1
4
,
2
0
0
5
,
2
1
4
2
1
,
0
1
0
0
9
,
4
8
6
6
,
5
9
6
7
,
1
1
1
0
,
5
2
6
6
,
2
1
9
5
,
6
0
0
0
,
4
3
0
5
,
3
6
1
8
,
1
8
6
3
,
2
1
7
0
,
2
2
0
6
,
6
2
1
8
,
2
a
i
n
r
o
f
i
l
a
C
a
z
a
l
P
s
n
n
a
m
h
e
o
L
s
n
o
m
m
o
C
h
t
e
r
a
z
a
N
r
e
w
o
L
r
e
t
n
e
C
e
d
a
n
n
o
l
o
C
t
a
t
e
k
r
a
M
'
a
z
a
l
P
s
n
n
a
m
h
e
o
L
g
n
i
s
s
o
r
C
z
t
i
p
O
t
a
t
e
k
r
a
M
t
s
e
r
o
F
n
o
t
s
e
r
P
t
a
t
e
k
r
a
M
k
c
o
R
d
n
u
o
R
t
a
t
e
k
r
a
M
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
c
a
l
p
t
e
k
r
a
M
r
e
t
n
e
C
g
n
i
p
p
o
h
S
r
e
p
p
o
h
l
l
i
M
e
t
a
g
r
a
i
r
B
t
a
e
c
a
l
p
t
e
k
r
a
M
s
n
o
m
m
o
C
k
e
e
r
C
e
l
d
d
i
M
k
e
e
r
C
n
o
s
k
c
a
J
t
n
e
m
u
n
o
M
n
o
m
m
o
C
d
r
i
b
g
n
i
k
c
o
M
e
c
a
l
p
t
e
k
r
a
M
l
l
i
h
y
r
r
u
M
a
z
a
l
P
e
d
i
s
g
n
i
n
r
o
M
r
e
t
n
e
C
n
w
o
T
e
e
t
a
c
o
N
s
l
l
i
H
h
t
r
o
N
e
c
a
l
p
t
e
k
r
a
M
e
t
a
g
h
t
r
o
N
e
r
a
u
q
S
y
r
r
e
b
w
e
N
r
e
t
n
e
C
d
n
a
l
w
e
N
k
l
a
W
s
e
l
p
a
N
)
d
a
o
R
n
w
o
t
x
a
M
(
a
z
a
l
P
e
t
a
g
h
t
r
o
N
r
e
t
n
e
C
n
w
o
T
e
d
a
h
S
k
a
O
e
r
a
u
q
S
e
t
a
g
h
t
r
o
N
e
g
a
l
l
i
V
e
k
a
l
h
t
r
o
N
s
n
o
m
m
o
C
f
a
e
l
k
a
O
a
z
a
l
P
k
o
o
r
b
k
a
O
s
r
e
n
r
o
C
a
l
a
c
O
I
I
r
e
t
n
e
C
t
e
k
r
a
M
s
d
r
a
h
c
r
O
a
z
a
l
P
e
n
i
t
s
u
g
u
A
t
S
d
l
O
l
a
r
t
n
e
C
&
g
r
u
b
e
g
n
a
r
O
a
z
a
l
P
y
r
r
e
F
s
e
c
a
P
116
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
—
—
—
5
7
5
,
8
0
0
8
,
3
1
—
—
—
—
0
0
8
,
6
—
—
—
—
—
—
—
—
—
—
4
2
6
,
7
1
0
0
0
,
9
0
0
1
,
1
2
—
—
—
—
—
—
—
2
0
9
,
3
2
8
9
1
,
7
1
4
1
9
,
7
1
3
4
7
,
3
2
6
6
5
,
3
1
5
4
5
,
4
9
9
1
,
1
1
7
5
0
,
1
3
0
8
5
,
6
1
0
0
6
,
3
4
1
5
,
3
1
0
6
8
,
0
1
2
9
6
,
8
1
7
3
7
1
2
1
,
6
9
4
9
,
4
1
1
2
7
,
7
5
3
4
,
4
9
7
3
,
6
1
8
9
,
4
1
5
3
5
,
6
7
5
8
,
4
3
9
7
4
,
2
3
1
5
4
,
5
1
1
3
7
,
1
2
0
5
3
,
7
8
6
6
,
3
1
9
1
5
,
0
1
5
7
3
,
6
1
9
0
9
,
7
0
6
8
,
4
4
5
6
,
7
1
s
e
g
a
g
t
r
o
M
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
7
2
6
,
7
1
2
5
,
8
6
9
3
,
8
2
3
2
,
1
1
0
7
2
,
4
8
9
4
,
2
0
1
7
,
3
3
4
3
,
9
5
7
5
,
9
9
9
4
,
2
8
4
0
,
4
6
4
9
,
4
1
7
9
5
5
4
,
1
1
2
3
5
7
,
7
1
9
0
8
,
1
0
0
1
,
2
6
5
4
,
3
2
6
1
,
3
2
5
0
,
3
8
8
8
1
7
6
7
5
,
3
8
4
7
,
6
1
3
7
,
1
6
4
2
,
6
3
7
6
5
7
8
,
1
9
8
2
,
3
7
9
4
,
1
4
9
8
,
3
9
2
5
,
1
3
9
1
7
,
5
2
0
1
3
,
6
2
5
7
9
,
4
3
6
3
8
,
7
1
3
4
0
,
7
9
0
9
,
4
1
0
0
4
,
0
4
5
5
1
,
6
2
9
9
0
,
6
2
6
5
,
7
1
6
0
8
,
5
1
3
6
6
,
9
1
8
5
7
6
7
5
,
7
2
0
7
,
2
3
0
3
5
,
9
5
3
5
,
6
5
3
8
,
9
3
4
1
,
8
1
7
8
5
,
9
5
4
9
,
4
3
5
5
0
,
6
3
9
6
1
,
6
1
9
7
4
,
8
2
1
8
0
,
9
4
1
9
,
9
1
2
9
1
,
1
1
0
5
2
,
8
1
8
9
1
,
1
1
7
5
3
,
6
8
4
5
,
1
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7
1
3
,
6
1
2
2
5
,
0
2
7
5
1
,
1
2
5
7
1
,
9
2
6
3
5
,
1
1
5
7
3
,
6
5
8
6
,
0
1
2
5
1
,
2
3
5
6
0
,
1
2
8
0
9
,
4
8
9
3
,
3
1
7
3
7
,
8
8
5
5
,
9
9
5
6
,
3
2
5
7
5
2
9
,
7
2
2
9
0
,
5
5
3
0
,
5
1
0
6
,
7
3
4
8
,
8
7
8
2
,
8
6
5
0
,
8
2
0
5
2
,
7
1
0
4
5
,
7
9
7
3
,
9
1
0
5
3
,
6
9
3
4
,
6
1
0
4
5
,
4
0
3
3
,
1
1
7
0
1
,
6
4
9
2
,
3
8
8
3
,
1
1
2
1
2
,
5
1
6
6
3
,
2
7
9
1
,
5
3
5
1
,
5
0
0
8
,
5
0
0
3
,
6
8
6
6
4
2
2
,
4
8
4
2
,
8
0
9
0
,
5
1
9
1
,
1
4
6
1
,
4
9
6
0
,
7
5
0
1
,
0
1
7
1
9
,
3
6
7
7
7
,
4
8
3
4
,
4
0
0
5
,
1
4
3
2
,
2
0
0
3
,
9
0
0
3
,
1
9
8
8
,
6
6
7
7
5
0
5
2
3
0
,
1
5
4
5
5
5
1
0
0
6
5
3
4
,
1
3
0
5
,
4
6
3
2
6
6
3
5
1
1
)
8
7
1
(
4
4
8
5
7
)
8
4
(
1
4
7
,
2
8
1
1
8
9
6
8
6
7
1
6
—
5
0
8
,
8
1
)
0
3
1
,
1
(
9
2
6
,
8
0
0
1
,
9
1
3
7
,
2
5
7
4
,
3
2
5
6
,
6
0
2
9
,
6
1
9
0
,
5
3
6
0
,
3
0
6
1
,
0
1
)
0
1
(
3
5
3
2
0
,
1
7
7
—
2
3
1
3
2
1
1
5
2
2
3
8
4
7
,
4
1
6
4
7
,
9
1
2
5
6
,
0
2
3
4
1
,
8
2
1
9
9
,
0
1
0
2
2
,
6
9
0
1
,
0
1
6
1
7
,
0
3
5
6
9
,
7
1
2
7
6
,
4
2
3
0
,
3
1
2
2
6
,
8
5
0
5
,
9
6
1
6
,
3
1
9
1
,
5
2
0
4
1
,
5
7
1
9
,
4
3
0
9
,
6
5
7
0
,
8
6
2
2
,
8
6
5
0
,
8
2
4
8
9
,
7
1
3
2
5
,
7
6
5
3
,
8
1
0
6
3
,
6
2
6
3
,
6
1
—
8
9
1
,
1
1
5
8
9
,
5
3
4
2
,
3
9
6
2
,
1
1
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
4
1
4
,
4
1
d
n
a
L
7
9
1
,
5
3
5
1
,
5
0
0
8
,
5
0
0
3
,
6
8
6
6
0
0
2
,
4
8
4
2
,
8
7
8
6
,
3
1
9
1
,
1
4
6
1
,
4
9
6
0
,
7
6
3
3
,
0
1
7
1
9
,
3
0
7
7
,
4
8
3
4
,
4
0
0
5
,
1
4
3
2
,
2
0
0
3
,
9
0
0
3
,
1
9
8
8
,
6
1
0
2
,
9
1
3
9
5
,
8
0
0
1
,
9
1
3
7
,
2
5
7
4
,
3
3
9
1
,
1
1
0
2
9
,
6
1
9
0
,
5
3
6
0
,
3
7
5
9
,
9
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
e
g
a
l
l
i
V
e
e
r
t
r
a
e
P
k
e
e
r
C
r
e
h
t
n
a
P
g
n
i
s
s
o
r
C
a
m
P
i
k
e
e
r
C
e
k
i
P
e
g
a
l
l
i
V
e
k
a
L
e
n
i
P
a
z
a
l
P
e
e
r
T
e
n
i
P
a
s
o
m
r
e
H
a
z
a
l
P
e
r
a
u
q
S
y
r
r
e
F
s
r
e
w
o
P
e
g
a
l
l
i
V
y
r
r
e
F
s
r
e
w
o
P
g
n
i
s
s
o
r
C
y
t
i
C
e
i
r
i
a
r
P
a
z
a
l
P
t
e
e
r
t
S
l
l
e
w
o
P
k
o
o
r
b
n
o
t
s
e
r
P
k
n
a
B
d
e
R
)
s
u
g
u
a
S
(
r
a
l
o
S
y
c
n
e
g
e
R
s
n
o
m
m
o
C
y
c
n
e
g
e
R
r
e
t
n
e
C
n
w
o
T
l
l
a
w
k
c
o
R
e
r
a
u
q
S
y
c
n
e
g
e
R
a
z
a
l
P
o
r
d
n
a
e
L
n
a
S
s
g
n
i
r
p
S
y
d
n
a
S
s
e
p
p
o
h
S
e
l
o
n
i
m
e
S
n
o
i
t
a
t
S
a
i
o
u
q
e
S
I
I
d
o
o
w
r
e
h
S
s
u
g
u
a
S
e
g
d
i
R
l
l
e
s
s
u
R
h
s
i
m
a
m
m
a
S
a
z
a
l
P
a
n
o
R
e
g
a
l
l
i
V
e
p
o
h
r
i
a
F
t
a
s
e
p
p
o
h
S
r
e
t
n
e
C
t
e
k
r
a
M
d
o
o
w
r
e
h
S
4
0
1
@
s
e
p
p
o
h
S
k
a
O
e
d
n
a
r
G
f
o
s
e
p
p
o
h
S
r
e
t
n
e
C
y
t
n
u
o
C
t
a
s
p
o
h
S
a
n
o
z
i
r
A
t
a
s
p
o
h
S
117
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
—
—
—
—
—
—
—
—
—
—
0
0
9
,
3
1
—
—
—
—
—
—
0
0
8
,
9
1
8
8
8
,
1
1
—
2
1
1
,
1
4
—
—
—
—
—
—
—
—
—
—
—
3
6
3
7
9
7
,
2
4
8
1
,
8
7
7
6
,
4
0
5
9
,
6
2
5
1
6
,
0
1
3
8
0
,
0
1
3
6
3
,
2
1
2
4
2
,
1
9
8
0
,
3
4
9
2
,
9
1
5
6
1
,
8
4
8
0
1
,
9
6
0
2
,
8
3
5
6
,
7
1
7
1
3
,
8
6
6
8
,
1
1
3
2
6
,
8
1
6
7
1
,
8
4
7
3
6
,
5
2
3
8
,
3
5
7
5
0
,
2
2
5
2
5
,
0
8
7
4
7
,
4
2
0
3
8
,
8
4
8
9
,
1
2
0
8
0
,
2
1
5
3
7
,
4
8
8
1
,
3
6
4
9
,
0
1
7
3
5
,
6
8
8
6
,
4
s
e
g
a
g
t
r
o
M
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
4
2
7
7
4
0
2
,
1
1
6
8
,
1
4
4
3
6
3
0
,
4
4
5
7
,
4
4
9
4
,
4
3
1
5
7
9
1
6
4
1
,
6
6
3
7
,
6
9
3
2
,
3
3
1
5
,
4
7
7
1
,
2
8
8
5
,
3
9
1
2
,
2
9
8
7
,
5
0
0
0
,
2
4
1
6
,
3
6
6
9
,
8
3
6
3
,
9
4
5
1
0
9
0
,
1
1
6
3
5
,
2
0
7
0
,
2
6
1
4
,
6
7
4
1
1
3
9
6
5
9
,
2
7
6
6
9
4
0
,
5
7
6
3
9
6
5
,
3
8
8
3
,
9
8
3
5
,
6
4
9
2
,
7
2
1
5
6
,
4
1
7
3
8
,
4
1
7
5
8
,
6
1
5
5
7
,
1
6
8
2
,
3
0
4
4
,
5
2
1
0
9
,
4
5
7
4
3
,
2
1
9
1
7
,
2
1
0
3
8
,
9
1
5
0
9
,
1
1
5
8
0
,
4
1
2
1
4
,
4
2
6
7
1
,
0
5
1
5
2
,
9
8
9
7
,
2
6
0
2
4
,
1
3
9
7
6
,
0
8
7
3
8
,
5
3
6
6
3
,
1
1
4
5
0
,
4
2
6
9
4
,
8
1
2
8
8
,
4
9
1
1
,
4
2
0
9
,
3
1
4
0
2
,
7
7
3
7
,
9
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
3
1
8
6
0
,
2
2
0
9
,
7
2
4
1
,
4
0
8
5
,
5
1
7
1
2
,
1
1
7
3
5
,
3
1
5
4
4
,
2
1
4
8
6
,
1
3
0
0
,
2
4
9
5
,
2
1
4
7
7
,
6
2
7
8
2
,
8
9
3
4
,
8
0
0
8
,
0
1
5
0
7
,
0
1
6
1
8
,
0
1
2
5
8
,
5
1
1
3
2
,
7
3
8
6
3
,
8
5
3
5
,
5
4
0
2
2
,
6
2
6
0
9
,
1
6
6
1
9
,
7
1
6
6
0
,
7
5
5
9
,
2
1
1
1
6
,
4
1
2
1
7
,
2
2
3
8
,
1
8
3
0
,
0
1
2
3
3
,
3
1
4
2
,
8
6
3
2
1
0
5
,
1
6
8
4
,
1
6
9
3
,
2
4
1
7
,
1
1
4
3
4
,
3
0
0
3
,
1
2
1
4
,
4
1
7
3
8
2
,
1
6
4
8
,
2
1
7
2
1
,
8
2
0
6
0
,
4
0
8
2
,
4
0
3
0
,
9
0
0
2
,
1
9
6
2
,
3
0
6
5
,
8
5
4
9
,
2
1
3
8
8
3
6
2
,
7
1
0
0
2
,
5
3
7
7
,
8
1
1
2
9
,
7
1
0
0
3
,
4
9
9
0
,
1
1
5
8
8
,
3
0
7
1
,
2
7
8
2
,
2
4
6
8
,
3
2
7
8
,
3
6
9
4
,
1
—
)
9
0
3
(
4
8
1
4
4
2
—
2
7
7
7
8
7
1
1
2
1
3
3
2
3
4
7
6
2
,
5
4
0
2
0
5
2
9
2
2
,
0
1
6
4
2
,
1
)
5
4
(
8
8
3
1
6
6
3
2
8
2
3
,
1
3
9
3
—
7
5
2
8
1
4
—
1
8
4
)
1
0
8
,
5
(
)
3
3
9
(
0
3
8
,
2
4
3
4
5
4
1
3
1
4
1
0
,
2
7
1
7
,
7
8
9
8
,
3
0
8
5
,
5
1
5
4
4
,
0
1
0
5
7
,
2
1
5
3
2
,
2
1
3
8
6
,
1
0
7
9
,
1
2
6
1
,
2
1
3
2
1
,
2
2
4
8
0
,
8
9
8
1
,
8
5
4
5
,
5
9
5
4
,
9
1
6
8
,
0
1
4
6
4
,
5
1
9
6
1
,
7
3
2
3
1
,
8
5
2
2
,
4
4
7
2
8
,
5
2
6
0
9
,
1
6
9
5
6
,
7
1
8
4
6
,
6
5
5
9
,
2
1
1
3
1
,
4
1
4
8
8
,
5
5
6
7
,
2
2
3
2
,
7
8
9
2
,
3
7
8
7
,
7
6
3
2
3
6
8
,
1
7
8
4
,
1
6
9
3
,
2
4
1
7
,
1
1
4
3
4
,
3
0
0
3
,
1
2
1
4
,
4
1
7
3
8
2
,
1
6
4
8
,
2
1
1
1
5
,
7
2
0
6
0
,
4
0
8
2
,
4
7
5
0
,
4
0
0
2
,
1
9
6
2
,
3
0
6
5
,
8
3
8
8
5
4
9
,
2
1
5
4
2
,
7
1
0
0
2
,
5
3
7
7
,
8
1
1
2
9
,
7
1
0
0
3
,
4
9
9
0
,
1
1
5
8
8
,
3
9
9
7
,
4
7
8
2
,
2
0
4
8
,
3
2
7
8
,
3
6
9
4
,
1
l
l
i
M
n
i
w
r
E
t
a
s
p
o
h
S
k
e
e
r
C
s
n
h
o
J
t
a
s
p
o
h
S
k
e
e
r
C
l
i
a
u
Q
t
a
s
p
o
h
S
e
g
a
l
l
i
V
y
a
B
h
t
u
o
S
a
z
a
l
P
e
r
u
t
a
n
g
i
S
e
r
a
u
q
S
y
r
w
o
L
h
t
u
o
S
g
n
i
s
s
o
r
C
t
n
i
o
P
h
t
u
o
S
r
e
t
n
e
c
h
t
u
o
S
g
n
i
s
s
o
r
C
t
e
e
r
t
S
e
t
a
t
S
e
k
r
a
t
S
e
g
a
l
l
i
V
r
e
w
o
l
f
w
a
r
t
S
g
n
i
s
s
o
r
C
t
s
a
o
c
n
u
S
5
0
2
e
d
i
s
y
n
n
u
S
h
c
n
a
R
h
o
r
t
S
t
e
k
r
a
M
e
n
r
u
o
b
s
a
n
a
T
g
n
i
s
s
o
r
C
a
r
a
j
a
s
s
a
T
r
e
t
n
e
C
e
g
d
i
R
h
c
e
T
e
g
d
i
R
g
n
i
l
r
e
t
S
l
l
a
w
e
n
o
t
S
a
z
a
l
P
y
t
i
C
n
i
w
T
e
r
a
u
q
S
n
w
o
T
t
c
i
r
t
s
i
D
n
w
o
t
p
U
s
k
a
e
P
n
i
w
T
s
d
a
o
r
s
s
o
r
C
a
i
c
n
e
l
a
V
e
g
a
l
l
i
V
a
r
u
t
n
e
V
k
r
a
p
r
i
A
e
e
L
t
a
e
g
a
l
l
i
V
r
e
t
n
e
C
e
n
w
o
T
n
o
t
l
a
W
a
z
a
l
P
y
b
e
l
l
e
W
r
e
t
n
e
C
e
g
a
l
l
i
V
c
i
a
t
s
a
C
t
a
e
n
i
V
V
I
e
g
a
l
l
i
V
a
t
s
i
V
r
e
t
n
e
C
r
e
k
l
a
W
118
5
5
9
,
3
7
4
3
6
1
,
7
2
1
,
3
9
4
7
,
2
8
7
2
1
9
,
9
0
9
,
3
0
0
8
,
2
1
—
—
3
9
4
,
7
—
—
—
—
—
0
1
7
,
0
4
—
—
—
—
—
—
—
4
5
4
,
9
4
0
0
,
0
1
4
0
5
,
0
1
5
3
1
,
2
1
1
2
8
,
5
1
3
9
,
4
2
1
5
4
,
6
1
7
6
4
,
9
3
5
7
2
,
3
7
7
9
,
4
5
8
7
4
,
0
1
6
3
0
,
5
8
4
1
,
0
1
6
3
2
,
1
1
3
2
6
,
9
)
5
3
7
,
2
(
7
6
0
,
2
9
1
s
e
g
a
g
t
r
o
M
t
s
o
C
l
a
t
o
T
f
o
t
e
N
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
.
.
P
L
,
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
D
N
A
N
O
I
T
A
R
O
P
R
O
C
S
R
E
T
N
E
C
Y
C
N
E
G
E
R
n
o
i
t
a
i
c
e
r
p
e
D
d
e
t
a
l
u
m
u
c
c
A
d
n
a
e
t
a
t
s
E
l
a
e
R
d
e
t
a
d
i
l
o
s
n
o
C
-
I
I
I
e
l
u
d
e
h
c
S
2
1
0
2
,
1
3
r
e
b
m
e
c
e
D
)
s
d
n
a
s
u
o
h
t
n
i
(
t
s
o
C
l
a
t
o
T
t
s
o
C
l
a
i
t
i
n
I
d
e
t
a
l
u
m
u
c
c
A
n
o
i
t
a
i
c
e
r
p
e
D
l
a
t
o
T
d
l
e
h
s
e
i
t
r
e
p
o
r
P
e
l
a
S
r
o
f
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
t
s
o
C
d
e
z
i
l
a
t
i
p
a
C
o
t
)
2
(
t
n
e
u
q
e
s
b
u
S
n
o
i
t
i
s
i
u
q
c
A
&
g
n
i
d
l
i
u
B
s
t
n
e
m
e
v
o
r
p
m
I
d
n
a
L
)
1
(
s
r
e
t
n
e
C
g
n
i
p
p
o
h
S
1
3
9
,
4
8
1
3
,
2
6
6
5
,
3
8
4
6
,
1
7
4
8
,
3
7
1
7
,
0
1
4
7
5
,
4
4
8
0
,
6
0
4
9
,
1
2
7
7
,
3
6
3
4
,
5
7
6
9
,
2
3
1
7
,
2
9
1
8
,
7
4
5
5
,
3
9
9
9
,
2
—
5
8
3
,
4
1
2
2
3
,
2
1
0
7
0
,
4
1
3
8
7
,
3
1
8
6
6
,
9
8
4
6
,
5
3
5
2
0
,
1
2
1
5
5
,
5
4
5
1
2
,
5
9
4
7
,
8
5
4
1
9
,
5
1
3
0
0
,
8
1
6
8
,
2
1
5
5
0
,
9
1
7
7
1
,
3
1
4
6
2
7
6
0
,
2
9
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4
4
3
,
2
1
2
8
4
,
6
9
7
9
,
0
1
1
8
4
,
8
1
1
8
,
7
5
0
6
,
8
2
6
9
4
,
1
1
6
1
4
,
5
2
1
7
0
,
3
5
9
7
,
6
5
6
7
2
,
3
1
2
8
5
,
6
1
6
3
,
7
4
3
4
,
1
1
4
6
2
7
7
6
,
9
7
6
0
,
2
9
1
1
4
0
,
2
0
4
8
,
5
1
9
0
,
3
2
0
3
,
5
7
5
8
,
1
3
4
0
,
7
9
2
5
,
9
5
3
1
,
0
2
4
4
1
,
2
4
5
9
,
1
8
3
6
,
2
1
2
4
,
1
0
0
5
,
5
1
2
6
,
7
0
0
5
,
3
—
—
3
1
2
3
2
7
)
7
4
0
,
1
(
8
0
2
9
3
2
0
1
4
,
1
0
0
1
7
1
3
2
4
9
2
5
3
0
0
3
6
6
1
6
1
4
9
8
3
4
6
2
1
3
1
,
2
1
9
5
7
,
5
1
5
7
,
1
1
3
7
2
,
8
2
7
5
,
7
5
9
1
,
7
2
7
9
3
,
1
1
1
0
3
,
5
2
9
6
0
,
3
1
0
5
,
6
5
1
4
2
,
3
1
4
8
2
,
6
5
9
1
,
7
8
1
0
,
1
1
8
8
2
,
9
1
4
0
,
2
0
4
8
,
5
6
6
3
,
3
2
0
3
,
5
7
5
8
,
1
3
4
0
,
7
9
2
5
,
9
3
3
9
,
9
1
4
4
1
,
2
4
5
9
,
1
8
3
6
,
2
9
1
4
,
1
0
0
5
,
5
1
2
6
,
7
0
0
5
,
3
)
9
1
6
,
6
8
8
(
6
8
8
,
8
7
0
,
1
)
0
0
2
(
3
5
2
,
4
9
6
,
2
9
5
6
,
5
1
2
,
1
)
8
6
8
,
5
4
8
(
9
3
0
,
1
9
4
,
3
1
4
7
,
4
6
2
,
1
$
e
r
a
u
q
S
n
w
o
T
n
o
t
g
n
i
l
l
e
W
s
n
o
m
m
o
C
k
o
o
r
b
t
s
e
W
a
z
a
l
P
k
r
a
P
t
s
e
W
a
z
a
l
P
r
e
t
s
e
h
c
t
s
e
W
e
s
a
h
c
t
s
e
W
r
e
t
n
e
C
d
n
a
a
z
a
l
P
e
k
a
l
t
s
e
W
e
g
a
l
l
i
V
e
g
d
i
r
t
s
e
W
e
g
a
l
l
i
V
d
o
o
w
t
s
e
W
l
a
v
i
t
s
e
F
w
o
l
l
i
W
k
a
O
e
t
i
h
W
r
e
t
n
e
C
g
n
i
p
p
o
h
S
t
f
o
r
c
d
o
o
W
I
e
s
a
h
P
a
z
a
l
P
r
e
l
l
i
m
d
n
i
W
d
o
o
w
e
g
n
a
R
d
n
a
n
e
m
d
o
o
W
y
u
N
n
a
V
n
a
m
d
o
o
W
t
n
e
m
p
o
l
e
v
e
D
n
i
s
e
i
t
r
e
p
o
r
P
s
t
e
s
s
A
d
l
e
H
y
l
e
t
a
r
o
p
r
o
C
l
a
r
t
n
e
C
e
d
i
s
d
o
o
W
.
s
t
s
o
c
l
a
i
t
i
n
i
e
h
t
o
t
t
n
e
u
q
e
s
b
u
s
s
r
e
f
s
n
a
r
t
t
n
e
m
p
o
l
e
v
e
d
d
n
a
d
e
d
r
o
c
e
r
s
s
o
l
r
o
f
n
o
i
s
i
v
o
r
p
,
d
l
o
s
s
l
e
c
r
a
p
-
t
u
o
e
d
u
l
c
n
i
d
l
u
o
c
n
o
i
t
i
s
i
u
q
c
a
o
t
t
n
e
u
q
e
s
b
u
s
d
e
z
i
l
a
t
i
p
a
c
s
t
s
o
c
r
o
f
e
c
n
a
l
a
b
e
v
i
t
a
g
e
n
e
h
T
.
d
e
r
i
u
q
c
a
s
a
w
y
t
r
e
p
o
r
p
g
n
i
t
a
r
e
p
o
h
c
a
e
r
a
e
y
d
n
a
n
o
i
t
a
c
o
l
c
i
h
p
a
r
g
o
e
g
r
o
f
s
e
i
t
r
e
p
o
r
P
.
2
m
e
t
I
e
e
S
)
1
(
)
2
(
.
m
r
i
f
g
n
i
t
n
u
o
c
c
a
c
i
l
b
u
p
d
e
r
e
t
s
i
g
e
r
t
n
e
d
n
e
p
e
d
n
i
f
o
t
r
o
p
e
r
g
n
i
y
n
a
p
m
o
c
c
a
e
e
S
119
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued
December 31, 2012
(in thousands)
Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of
operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for Federal
income tax purposes was approximately $3.4 billion at December 31, 2012.
The changes in total real estate assets for the years ended December 31, 2012, 2011, and 2010 are as follows:
Balance, beginning of year
Developed or acquired properties
Improvements
Sale of properties
Provision for impairment
Balance, end of year
2012
2011
2010
$
$
4,101,912
324,142
38,005
(491,438)
(62,709)
3,909,912
3,989,154
198,836
21,727
(92,872)
(14,933)
4,101,912
3,933,778
93,759
18,772
(14,503)
(42,652)
3,989,154
The changes in accumulated depreciation for the years ended December 31, 2012, 2011, and 2010 are as follows:
Balance, beginning of year
Depreciation for year
Sale of properties
Provision for impairment
Balance, end of year
2012
2011
2010
$
$
791,619
104,087
(104,748)
(8,209)
782,749
700,878
107,932
(14,101)
(3,090)
791,619
622,163
99,554
(2,052)
(18,787)
700,878
See accompanying report of independent registered public accounting firm.
120 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company's management, including its chief executive
officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer
concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on
Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls
and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent
Company in the reports it files or submits is accumulated and communicated to management, including its chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the
participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted
an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its
evaluation under the framework in Internal Control - Integrated Framework, the Parent Company's management concluded
that its internal control over financial reporting was effective as of December 31, 2012.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included
in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the
Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance
regarding the preparation and fair presentation of published financial statements in accordance with accounting principles
generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Changes in Internal Controls
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection
with this evaluation that occurred during the fourth quarter of 2012 and that have materially affected, or are reasonably likely to
materially affect, its internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership's management, including the chief
executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, the chief executive officer and
chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of
the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the
SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that
information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and
121
communicated to management, including the chief executive officer and chief financial officer of its general partner, as
appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and
with the participation of its management, including the chief executive officer and chief financial officer of its general partner,
the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on
the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework, the
Operating Partnership's management concluded that its internal control over financial reporting was effective as of
December 31, 2012.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included
in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the
Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable
assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting
principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in
connection with this evaluation that occurred during the fourth quarter of 2012 and that have materially affected, or are
reasonably likely to materially affect, its internal controls over financial reporting.
Item 9B. Other Information
Not applicable
Item 10. Directors, Executive Officers, and Corporate Governance
PART III
Information concerning the directors of Regency is incorporated herein by reference to Regency's definitive proxy
statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by
this Form 10-K with respect to its 2013 Annual Meeting of Stockholders.
Information regarding executive officers is included in Part I of this Form 10-K as permitted by General
Instruction G(3).
Audit Committee, Independence, Financial Experts. Incorporated herein by reference to Regency's definitive proxy
statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by
this Form
with respect to its 2013 Annual Meeting of Stockholders.
Compliance with Section 16(a) of the Exchange Act. Information concerning filings under Section 16(a) of the
Exchange Act by the directors or executive officers of Regency is incorporated herein by reference to Regency's definitive
proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-K with respect to its 2013 Annual Meeting of Stockholders.
Code of Ethics. We have adopted a code of ethics applicable to our Board of Directors, principal executive officers,
principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics
may be found on our web site at www.regencycenters.com. We intend to post notice of any waiver from, or amendment to, any
provision of our code of ethics on our web site.
122
Item 11. Executive Compensation
Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2013 Annual
Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
(a)
(b)
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
Weighted-average
exercise price of
outstanding options,
warrants and rights(1)
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (2)
315,924
N/A
315,924
$
$
N/A
52.39
52.39
3,058,399
N/A
3,058,399
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested
restricted stock.
(2) The Regency Centers Corporation 2011 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at
our 2011 annual meeting, provides that an aggregate maximum of 4.1 million shares of our common stock are
reserved for issuance under the Omnibus Plan.
Information about security ownership is incorporated herein by reference to Regency's definitive proxy statement to be
filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K
with respect to its 2013 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2013 Annual Meeting
of Stockholders.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2013 Annual
Meeting of Stockholders.
123
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2012 financial statements and financial statement
schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial
statements in Item 8, Consolidated Financial Statements and Supplemental Data.
(b)
Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with
information regarding their terms and are not intended to provide any other factual or disclosure information about the Company,
its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties
to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to
the applicable agreement and:
•
•
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.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were
made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are
responsible for considering whether additional specific disclosures of material information regarding material contractual
provisions are required to make the statements in this report not misleading. Additional information about the Company may be
found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's
website at http://www.sec.gov.
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1. Underwriting Agreement
(a)
Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and Wells
Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the Company's report
on Form 8-K filed on August 10, 2012).
The Equity Distribution Agreements listed below are substantially identical in all material respects to the Wells
Agreement except for the identities of the parties, and have not been filed as exhibits to the Company's 1934
Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:
(i)
(ii)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated dated August 10, 2012; and
Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities
LLC dated August 10, 2012.
124
3.
Articles of Incorporation and Bylaws
(a)
Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to
the Company's Form 8-K filed on February 19, 2008).
(b)
(c)
(d)
(i)
(ii)
Amendment designating the preferences, rights and limitations of 10,000,000 shares of 6.625% Series
6 Cumulative Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Form 8-A
filed on February 14, 2012).
Amendment designating the preferences, rights and limitations of 3,000,000 shares of 6.0% Series 7
Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's report on Form
8-K filed on August 16, 2012).
Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.2(b) to
the Company's Form 8-K filed on November 7, 2008).
Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by
reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).
Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended
(incorporated by reference to Exhibit 10(m) to the Company's Form 10-K filed on March 12, 2004).
(i)
(ii)
Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.625%
Series 6 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the
Company's report on Form 8-K filed on February 16, 2012).
Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.0%
Series 7 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the
Company's report on Form 8-K filed on August 16, 2012).
4.
Instruments Defining Rights of Security Holders
(a)
(b)
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining
the rights of security holders. See Exhibit 3(d) for provisions of the Partnership Agreement of Regency Centers,
L.P. defining rights of security holders.
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First
Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K
filed on December 10, 2001).
(i)
First Supplemental Indenture dated as of June 5, 2007 among Regency
Centers, L.P., the Company as guarantor and U.S. Bank National
Association, as successor to Wachovia Bank, National Association
(formerly known as First Union National Bank), as trustee (incorporated by
reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June
5, 2007).
(c)
Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia
Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's registration
statement on Form S-4 filed on August 5, 2005, No. 333-127274).
125 10.
Material Contracts (~ indicates management contract or compensatory plan)
~(a)
Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the
Company's Form 10-Q filed on May 8, 2008).
~(i)
~(ii)
~(iii)
~(iv)
~(v)
~(vi)
Form of Stock Rights Award Agreement pursuant to the Company's Long
Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the
Company's Form 10-K filed on March 10, 2006).
Form of 409A Amendment to Stock Rights Award Agreement (incorporated
by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on
March on 17, 2009).
Form of Nonqualified Stock Option Agreement pursuant to the Company's
Long Term Omnibus Plan (incorporated by reference to Exhibit 10(c) to the
Company's Form 10-K filed on March 10, 2006).
Form of 409A Amendment to Stock Option Agreement (incorporated by
reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March
17, 2009).
Amended and Restated Deferred Compensation Plan dated May 6, 2003
(incorporated by reference to Exhibit 10(k) to the Company's Form 10-K
filed on March 12, 2004).
Regency Centers Corporation 2005 Deferred Compensation Plan
(incorporated by reference to Exhibit 10(s) to the Company's Form 8-K
filed on December 21, 2004).
~(vii) First Amendment to Regency Centers Corporation 2005 Deferred
Compensation Plan dated December 2005 (incorporated by reference to
Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(viii) Second Amendment to the Regency Centers Corporation Amended and
Restated Deferred Compensation Plan (incorporated by reference to Exhibit
10.2 to the Company's Form 8-K filed on June 13, 2011).
~(ix)
Third Amendment to the Regency Centers Corporation 2005 Deferred
Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Company's Form 8-K filed on June 13, 2011).
~(b)
~(c)
~(d)
~(e)
~(f)
Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's
2011 Annual Meeting Proxy Statement filed on March 24, 2011).
Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to
the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by
reference).
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and
between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's
Form 8-K filed on January 3, 2011).
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and
between the Company and Bruce M. Johnson (incorporated by reference to Exhibit 10.3 of the Company's Form
8-K filed on January 3, 2011).
2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and
between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.4 of the Company's Form 8-
K filed on January 3, 2011).
126 (g)
Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency
Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8,
2011).
(i)
First Amendment to Third Amended and Restated Credit Agreement dated
September 13, 2012 (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q filed on November 9, 2012).
(h)
Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each
of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit
10.1 to the Company's Form 10-K filed on February 29, 2012).
(i)
(ii)
First Amendment to Term Loan Agreement dated as of June 19, 2012.
Second Amendment to Term Loan Agreement dated as of December 19,
2012.
(i)
(j)
(k)
Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II,
LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and
Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form
10-Q filed on November 6, 2009).
(i)
Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of
GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC).
Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by
reference to Exhibit 10(u) to the Company's Form 10-K filed on February 27, 2007).
Equity Distribution Agreement among the Company, the Operating Partnership and Wells Fargo Securities,
LLC dated August 10, 2012 (incorporated by reference to the Company's Form 8-K filed on August 10, 2012).
12.
Computation of ratios
12.1
Computation of Ratio of Earnings to Fixed Charges
21.
23.
Subsidiaries of Regency Centers Corporation.
Consents of Independent Accountants
23.1
Consent of KPMG LLP for Regency Centers Corporation.
23.2
Consent of KPMG LLP for Regency Centers, L.P.
31.
Rule 13a-14(a)/15d-14(a) Certifications.
31.1
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
127
32.
Section 1350 Certifications.
The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not
being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by
reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
32.1
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
101.
Interactive Data Files
101.INS+
XBRL Instance Document
101.SCH+
XBRL Taxonomy Extension Schema Document
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
XBRL Taxonomy Definition Linkbase Document
101.LAB+
XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
__________________________
+
Submitted electronically with this Annual Report
128
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 1, 2013
REGENCY CENTERS CORPORATION
By:
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
March 1, 2013
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, General Partner
By:
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
129 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
March 1, 2013
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
/s/ Brian M. Smith
Brian M. Smith, President, Chief Operating Officer and
Director
/s/ Lisa Palmer
Lisa Palmer, Executive Vice President, Chief Financial
Officer (Principal Financial Officer)
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer
(Principal Accounting Officer)
/s/ Raymond L. Bank
Raymond L. Bank, Director
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
/s/ A.R. Carpenter
A.R. Carpenter, Director
/s/ J. Dix Druce
J. Dix Druce, Director
/s/ Mary Lou Fiala
Mary Lou Fiala, Director
/s/ David P. O'Connor
David P. O'Connor, Director
/s/ Douglas S. Luke
Douglas S. Luke, Director
/s/ John C. Schweitzer
John C. Schweitzer, Director
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
130 John C. Schweitzer (2a), (4), (5)
President
Westgate Corporation
Brian M. Smith
President and Chief Operating Officer
Regency Centers
Thomas G. Wattles (1), (3a)
Chairman
DCT Industrial Trust
(1) Audit Committee
(2) Compensation Committee
(3) Investment Committee
(4) Nominating and Corporate Governance Committee
(5) Lead Director
(a) Committee Chairman
Operating Committee
Martin E. Stein, Jr.
Chairman and Chief Executive Officer
Brian M. Smith
President and Chief Operating Officer
Lisa Palmer
Executive Vice President and Chief Financial Officer
Dan M. Chandler, III
Managing Director, West
John S. Delatour
Managing Director, Central
James D. Thompson
Managing Director, East
Board of Directors
Martin E. Stein, Jr. (3)
Chairman and Chief Executive Officer
Regency Centers
Raymond L. Bank (1), (4)
President
Raymond L. Bank & Associates, Inc.
C. Ronald Blankenship (2), (3)
Chairman and Chief Executive Officer
Verde Realty
A.R. (Pete) Carpenter (1), (2), (4a)
Retired Vice Chairman
CSX Corporation, Inc.
J. Dix Druce, Jr. (1a), (3)
President and Chairman
National P.E.T. Scan, LLC
Mary Lou Fiala (3)
Former President and Chief Operating Officer
Regency Centers
Douglas S. Luke (2)
President and Chief Executive Officer
HL Capital, Inc.
David P. O'Connor (2), (3)
Senior Managing Partner
High Rise Capital Management, L.P.