2013 Annual Report
To our fellow shareholders:
Regency Centers celebrated two remarkable milestones in 2013: our 50th year in business and
20th anniversary as a public company.
In 1963, my parents, Joan Newton and Martin Stein, founded a family business called Regency
Properties. Four years later they completed Regency Square Shopping Center in Jacksonville,
the first enclosed mall in North Florida. Over the next 30 years, the company expanded into
other major markets in Florida.
I vividly remember the business conditions when we went public. Like today, the U.S. economy
was enduring a shaky recovery from the recession of 1990-1991, one that was particularly
hard on real estate. Equity from all sources was scarce and lending from the banks essentially
frozen. Industry icon Sam Zell’s words at the time said it all, “Stay alive until 95.” It was
obvious to many of the top executives of prominent real estate entities that the modern REIT
vehicle was the best path not only to survive, but also to thrive as prosperous operating
companies. The blueprint for success in the modern REIT era required an emphasis on
embracing focused strategies, generating reliable income, using substantially less leverage,
and committing to transparency and good governance.
Fully appreciating the benefits and responsibilities of operating a successful public REIT, and
having the ingredients and track record to make the grade, Regency went public and began
trading on the NYSE on October 29, 1993. At the end of our first year as a public company
we owned 30 properties. We reported less than $20 million of Net Operating Income (NOI),
approximately $12 million in Funds From Operations (FFO), and had a market capitalization of
less than $200 million.
We have grown by a good bit since then. Today, Regency owns 328 shopping centers, employs
363 top-notch professionals, generates $442 million of NOI and $241 million of FFO, and carries
a market capitalization of $7 billion. Regency has long been recognized as our industry’s
leading grocery-anchored shopping center company. As a matter of fact, we are one of only 18
REITS from the 45 in the Class of 1993 that are still around. Most important of all, Regency’s
total annual shareholder return of 11%1 since our Initial Public Offering has outpaced the S&P,
REIT, and Shopping Center indices.
In 2013, the passionate focus of Regency’s team enabled us to reach two crucial landmarks for
our operating portfolio:
■■ We increased the percent leased in the operating portfolio to 95.2%.
Meeting and exceeding our historic standard of 95% was achieved by signing
new and renewal leases totaling almost 5 million square feet.
■■ We produced same property growth in NOI of 4% for the second consecutive year.
In addition, the hard work and talent of our people were also evident in the gratifying results
for other critical facets of our business including:
■■ We completed $175 million of developments that are now 97% leased.
New developments with a total capital investment of $150 million were started.
In addition, 19 operating properties underwent redevelopment during the year.
1Compound annual growth rate since initial public offering
■■ We generated $350 million from the sales of non-strategic assets and $100 million
from equity issuances at an average price per share of more than $53. This enabled
us to reduce our Debt-to-EBITDA ratio to less than 6 times and end the year with
$90 million of cash and no outstanding balance on our $800 million line of credit.
■■ We increased the key earnings metric of Core Funds From Operations (CFFO) per
share, by an average of nearly 5% to $2.63 during the last two years, while making
progress to enhance an already solid balance sheet and a high-quality portfolio.
At the heart of Regency’s 20-year track record as a public company and my optimism
about the company’s future is the intense focus from our top-notch team of professionals.
Their dedication and commitment will continue to drive core earnings, Net Asset Value (NAV),
and shareholder value by fully employing Regency’s three inherent strengths:
Our High-Quality Portfolio
We have been clear about our number one priority of reliably producing superior same property
NOI growth. It is Regency’s “Holy Grail,” and the cornerstone for consistent increases in
earnings and NAV. Our experience shows that community and neighborhood shopping
centers in trade areas with supply constraints, substantial buying power, and anchored by
highly productive grocers like Publix, Kroger, and Whole Foods, will benefit from sustainable
competitive advantages. This compelling combination attracts the best national, regional and
local retailers and restaurants, a combination that translates into occupancy and pricing power.
Let’s look at how well Regency has executed its strategy. Of our centers, 85% are grocery-
anchored, generating average annual sales of $28 million—$550 per square foot—an almost
10% increase in just two years. Why is this important? Because it drives more shoppers to our
centers; shoppers who become potential customers for our smaller shops. The average household
income surrounding our centers approximates $100,000 a year, which is 40% higher than
the national average. The combination of this level of income with our population densities
delivers purchasing power in excess of our 200,000 target. As shown on the map (Figure 1),
more than 94% of our NOI comes from the most attractive target markets in the country.
Seattle
Portland
Minneapolis
Boston
Chicago
Philadelphia
New York
San Francisco
Bay Area
Denver
Cincinnati
Richmond
Baltimore
Washington, DC
Los Angeles
San Diego
Nashville
Raleigh
Charlotte
Dallas
Austin
Houston
Atlanta
Jacksonville
Tampa
Southeast
Florida
FIGURE 1
Since being good is not good enough, we have not stood pat. Instead, we have taken steps
over the past several years to enhance the quality of an already impressive operating portfolio.
Since 2010, we have sold almost $1 billion in properties that did not meet our standards.
During that same period, we astutely allocated the proceeds from these sales to acquire,
develop, or redevelop a like-amount in exceptional, strategically located properties.
The contrast between the properties we have sold and those we have added is dramatic.
The acquisitions average more than $850 per square foot in grocer sales, a three-mile average
household income of $102,000, and an average population of 113,000. Not only are the grocery
sales more than double those of the dispositions, and the combined household income and
population over 30% more, but—most important of all—the future NOI growth prospects are
vastly better.
I am confident that the combination of the quality of our shopping centers, and particularly
the intense focus of our operations team, will enable us to achieve our objective of averaging
3% NOI growth despite our portfolio already exceeding 95% percent leased. These efforts will
be aided by the historic low level of new supply and robust tenant demand for locations in
thriving community and neighborhood centers. Our formula to grow NOI involves clear and
readily attainable improvements in the underlying metrics: modestly augmenting contractual
rent increases that already provide almost half of our target for NOI growth; returning rent
growth back to our historic level of 10% or more; growing the percent leased beyond 95%; and
mining contributions from redevelopments, ancillary income, and savings in operating costs.
Our Focused and Disciplined Development Program
Regency’s capability to create value through the development and redevelopment of
exceptional shopping centers in the top markets throughout the country is a unique and core
competency. Since 2000, Regency has completed 208 developments, resulting in an average
return of 9.3% and the estimated creation of more than $700 million in value.
Fellsway Plaza is situated in a densely populated,close-in suburb
of Boston. The 155,000-square foot center is anchored by the
leading market share grocer, which generates more than
$50 million in annual sales. Our planned redevelopment project
is expected to increase base rents by nearly 35% and expected to
provide compounded annual NOI growth of nearly 7% over the
next 10 years.
Grand Ridge Plaza in Seattle that opened in the fall exemplifies
the type of dynamic retail centers that Regency is developing.
The 325,000 square foot center was 99% leased at completion to
best-in-class national, regional, and local retailers, all of whom
were meticulously selected.
At our Village Center in Tampa, FL, we constructed an expanded
Publix to introduce its newest format; relocated Walgreens to
provide a drive through; improved a large section of the façade;
and reconfigured pedestrian friendly access to the center. These
improvements are expected to increase NOI by more than 30%.
After the downturn we sharpened our focus on compelling core development opportunities
that share the same critical ingredients that characterize the high-quality centers in our
operating portfolio. The $400 million in developments that have been initiated in the past four
years have an average combined three-mile household income and population of more than
200,000, and are 91% leased. These projects are estimated to create more than $200 million of
value. By also selling and converting land into new developments, our land inventory has been
reduced to less than $60 million compared to $150 million at the beginning of 2010.
A critical element of our development program is utilizing the team’s talents to maximize
the value of our existing properties. Since the beginning of 2010, Regency has started the
redevelopment of 40 operating centers. The new façades and store fronts, shopper-friendly
design elements, enhanced landscaping and amenities, improved lighting, smart irrigation,
more efficient parking, and especially an improved tenant mix, elevated the vibrancy
and relevance of our centers to our neighborhoods and communities. In addition, the
redevelopments are generating attractive returns on invested capital and accelerating rent
and NOI growth beyond our expectations.
Our Strong Balance Sheet
Since the downturn—including the significant measures implemented this year—we
have continued to strengthen what was already a solid balance sheet. Operating a capital
intensive real estate company in an uncertain world mandates that proactive balance sheet
management will always be mission critical. For that reason having a conservative balance
sheet will always remain integral to our strategy to further lower our long term cost of
capital, provide financial flexibility, and the ability to weather future storms and profit from
compelling opportunities. We want to build on our progress to achieve our target ratios for
Debt-to-EBITDA of less than 5.5 times and a fixed charge coverage ratio of greater than 2.75
times. This can be achieved through organic growth in EBITDA over the next few years. We
believe that achieving these metrics should result in an upgrade to BBB+ in our credit ratings
and would meaningfully reduce our cost of future debt issuances. We will continue to closely
monitor our investment commitments to maintain substantial uncommitted capacity on our
$800 million line of credit.
Pivoting to Accelerate Future Earnings Growth
The investments we’ve made in improving the quality of our portfolio and further strengthening
our balance sheet have brought us to a new juncture in our continuing journey to build a great
company. By all key metrics, the portfolio compares positively to our peers. Furthermore, based
on our recent rigorous annual review of the portfolio, the vast majority of our centers are rated
“high-quality.” And our balance sheet clearly measures up to other blue chip companies across
the REIT landscape.
As a result, the current health of the portfolio and balance sheet enables us to pivot from
being a net seller of assets towards placing more emphasis on growing core earnings.
Any further improvements to the balance sheet and portfolio can be achieved organically and
opportunistically. By 2015 we expect that growth in CFFO will no longer be constrained by the
impact from deleveraging and the sale of non-strategic assets. Earnings will more fully benefit
from the higher level of development deliveries and the solid fundamentals of our portfolio. This
includes high occupancy levels, embedded rent steps, rent growth, and intensive and creative
asset management.
Selling assets to fund development will remain a top priority. With cap rates on what we
are selling meaningfully below our development returns, the positive spreads will enhance
earnings. Future acquisitions will be compelling and match-funded with additional dispositions
of identified properties with low growth and cap rates roughly comparable to the centers with
superior NOI growth that we are buying. Equity could be an alternative financing source for
investments if the price becomes sufficiently favorable in relation to our view of NAV to justify
the high bar that will be set for future issuances.
Our Team, Our Heritage, Our Future
All this would not be possible without the dedicated work of our experienced team of
professionals. Four years ago we reorganized our teams in a manner that has allowed them to
function seamlessly as one unit across all the disciplines of our industry—asset management,
development, capital markets and support services. This integrated approach brings out the
most in what I believe is the best and most talented group of real estate professionals in the
industry, and has paid significant dividends in the results in each component of our business.
In the 50 years since my parents founded our company, and since we went public, we have
made monumental strides in building a great company—learning as we grow, adapting to
change, sharpening our strategy, delivering value, and doing what is right. We have done so
with four constituencies always in mind:
■■ Our people: We have always known that our people are the heart and soul of
our success. We started as a family business, and although we’ve grown into a
nationwide company, Regency’s people and our special culture have always set
us apart.
■■ Our communities: We believe in contributing to the betterment of our
communities and to striving to connect our shopping centers to those
communities.
■■ Our customers: We put our customers first. This starts by operating and
developing shopping centers where our tenants will prosper.
■■ Our shareholders: In the 20 years since public investors have entrusted their
precious capital with us, we have been transparent and outperformed our peers.
We are committed to generating superior returns for our shareholders during the
next 20 years.
Combined, our enduring commitment to these essential values and the team’s focus will help
us achieve our four clear strategic objectives:
■■ Sustain same property NOI growth of 3%
■■ Annually deliver an average of $200 million of high-quality developments
and redevelopments
■■ Cost-effectively enhance a strong balance sheet
■■ Engage an exceptional team, while efficiently leveraging our operating platform
The achievement of these four objectives year-in and year-out will result in reliable growth
in per share CFFO, superior shareholder returns, and continue to clearly distinguish Regency
as our industry’s preeminent grocery-anchored shopping center company. All the critical
ingredients are in place to accomplish our goals.
On behalf of Brian Smith, our President, Lisa Palmer, our Chief Financial Officer, and our
Board of Directors, I am grateful to our shareholders for the faith they have put in us, to our
team of hard-working professionals, and to our many partners, particularly our tenants and the
communities in which we operate.
Sincerely,
Martin E. “Hap” Stein, Jr.
Chairman and Chief Executive
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, 2013
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 $4,602,623,952 Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 92,333,535 as of February 13, 2014.
Portions of Regency Centers Corporation's proxy statement in connection with its 2014 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, 2013 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, 2013,
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 21% 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.
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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
12
13
36
36
36
37
40
61
63
128
128
129
129
130
130
130
130
130
135
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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 anticipated changes in our revenues, the
size of our development and redevelopment 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 Company operates, 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 are described further in
the Item 1A. Risk Factors below. 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.
We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or
uncertainties after the date hereof or to reflect the occurrence of uncertain events.
Item 1. Business
PART I
Regency Centers Corporation began its operations as a REIT in 1993 and is the managing general partner of Regency
Centers, L.P. We endeavor to be a preeminent, best-in-class grocery-anchored shopping center company, distinguished by total
shareholder return and per share growth in Core Funds from Operations ("Core FFO") and Net Asset Value ("NAV") that
positions Regency as a leader among its peers. We work to achieve these goals through:
•
•
•
•
reliable growth in net operating income ("NOI") from a high-quality, growing portfolio of thriving, neighborhood and
community shopping centers;
disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality
shopping centers;
a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and to
efficiently fund investments; and,
an engaged and talented team of people guided by our culture.
All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-
owned subsidiaries, and through its co-investment partnerships. The Parent Company currently owns approximately 99.8% of
the outstanding common partnership units of the Operating Partnership.
As of December 31, 2013, we directly owned 202 shopping centers (the “Consolidated Properties”) located in 23 states
representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial
ownership interests in 126 shopping centers (the “Unconsolidated Properties”) located in 23 states and the District of Columbia
representing 15.5 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. We experience growth in revenues by increasing occupancy and rental rates in our existing
shopping centers and by acquiring and developing new shopping centers. As of December 31, 2013, our Consolidated
Properties were 94.5% leased, as compared to 94.1% as of December 31, 2012.
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. Development serves the growth needs of our
anchors and retailers, resulting in high quality 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 operating cash flows, property sales, equity offerings, and new debt.
Co-investment partnerships provide us with an additional capital source for shopping center acquisitions,
developments, and redevelopments, as well as the opportunity to earn fees for asset management, property management, and
other investing and financing services. As an 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.
1
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 LEED certification targeted at six additional development properties in-
process or recently completed. 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, GLA, and
market capitalization. There are numerous companies and 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. As of
December 31, 2013, we had 363 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, known environmental remediation is not currently
expected to have a material financial impact on us due to existing accrued liabilities 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.
Executive Officers
Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been
employed by us in the position indicated in the list or positions indicated in the pertinent notes below. Each of our executive
officers has been employed by us 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
61
59
45
47
54
58
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) Brian M. Smith is our President and Chief Operating Officer. Mr. Smith served as Managing Director of Investments for
our Pacific, Mid-Atlantic, and Northeast divisions from March 1999 to September 2005, then served as Managing Director
and Chief Investment Officer from September 2005 to February 2009, until he was appointed President and Chief
Operating Officer.
2
(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 Executive Vice President and Chief Financial
Officer in January 2013.
(3) Dan M. Chandler, III, is our Managing Director - West. Mr. Chandler served as Vice President of Investment for
Regency from 1997 to 2002, Senior Vice President of Investments from 2002 to 2006, and Managing Director from 2006
to 2007. From August 2007 to April 2009, he was a principal with Chandler Partners, a private commercial and residential
real estate developer in Southern California. During 2009, he was also affiliated with Urban|One, a real estate development
and management firm in Los Angeles, prior to returning to Regency to serve in his current role of Managing Director -
West.
Company Website Access and SEC Filings
Our 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
Our registrar and stock transfer agent is Wells Fargo Bank, N.A. (“Wells Fargo Shareowner Services”), Mendota
Heights, MN. We offer a dividend reinvestment plan (“DRIP”) that enables our 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 Shareowner Services toll free at (800) 468-9716 or our Shareholder Relations Department at (904)
598-7000.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley &
Lardner LLP, Jacksonville, Florida.
Annual Meeting
Our 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 Friday, May 2, 2014.
3
Item 1A. Risk Factors
Risk Factors Related to Our Industry and Real Estate Investments
A shift in retail shopping from brick and mortar stores to Internet sales may have an adverse impact on our revenues
and cash flow.
Many retailers operating brick and mortar stores have made Internet sales a vital piece of their business. Although
many of the retailers in our shopping centers either provide services or sell groceries, such that their customer base does not
have a tendency toward online shopping, the shift to Internet sales may adversely impact our retail tenants' sales causing those
retailers to adjust the size or number of retail locations in the future. This shift could adversely impact our occupancy and
rental rates, which would impact our revenues and cash flows.
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 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;
• Continued consolidation in the retail sector;
• Excess amount of retail space in our markets;
• Reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer
demand for certain retail formats;
• 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, 2013, our properties in California, Florida, and Texas accounted for 31.2%,
11.4%, and 9.8%, respectively, of our net operating income from Consolidated Properties plus our pro-rata share from
Unconsolidated Properties ("pro-rata basis"). 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, and Safeway. As of December 31, 2013,
they account for 4.7%, 4.3%, and 2.7%, respectively, of our total annualized base rent on a pro-rata basis, which is recognized
in minimum rent and in equity in income of investment in real estate partnerships, for the year ended December 31, 2013.
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.
4
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 or pay reduced rent.
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. Such tenants continue to face increasing competition from non-store retailers and growing e-commerce. In
addition, some of these retailers may seek to reduce their store sizes as they increasingly rely on alternative distribution
channels, including Internet sales, and adjust their square footage needs accordingly. 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.
The fair value of real estate assets is 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 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 net income 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:
•
Properties we acquire may fail to achieve the occupancy or rental rates we project, within
the time frames we project, 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 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 net income may be adversely impacted.
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-
6
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 earthquakes, tropical
storms, hurricanes, tornadoes, wildfires, and other natural disasters. As of December 31, 2013, approximately 23.4%, 15.9%,
and 9.8% 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 this insurance cost 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, for which the insurance levels carried may not be sufficient to fully cover
catastrophic losses impacting multiple properties. 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, such 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 other real estate owners.
The ownership of shopping centers is highly fragmented. We face competition from other real estate investment trusts
and well capitalized institutional investors, 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.
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
7
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 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 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, although we do have approval rights over major decisions. 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.
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.
8
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, redevelopments and acquisitions. 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 may not be
able to fund all future capital needs, including capital for developments and repayment of future maturing debt, 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 adversely affect our business and financial condition.
Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness will
depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other
factors beyond our control. 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.
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 do 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.
9
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although 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;
• 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;
•
• Actions by institutional stockholders;
• Changes in our dividend payments;
•
• General market and economic conditions.
Speculation in the press or investment community; and
Strategic actions by us or our competitors, such as acquisitions or restructurings;
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.
We cannot assure you we will continue to pay dividends at historical rates.
Our ability to continue to pay dividends to stock and unit holders at historical rates or to increase our dividend rate will
depend on a number of factors, including, among others, the following:
• Our financial condition and results of future operations;
• The terms of our loan covenants; and
• Our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.
If we do not maintain or periodically increase the dividend on our common stock, it could have an adverse effect on
the market price of our common stock and other securities.
Changes in accounting standards may adversely impact our financial results.
The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects on their
agenda that could impact how we currently account for our material transactions, including lease accounting and other
convergence projects with the International Accounting Standards Board. At this time, we are unable to predict with certainty
which, if any, proposals may be passed or what level of impact any such proposal could have on the presentation of our
consolidated financial statements, our results of operations and our financial ratios required by our debt covenants.
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 continue to qualify as a REIT, we generally will not be
subject to federal income tax on our income that we distribute to our stockholders. Many 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. 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.
Dividends paid by REITs generally do not qualify for reduced tax rates.
In general, the maximum U.S. federal income tax rate for “Qualified dividends” paid by regular “C” corporations to
U.S. shareholders that are individuals, trusts and estates after December 31, 2012 is 20% and a new Medicare tax of 3.8% may
also apply if income is greater than certain specified amounts. Subject to limited exceptions, dividends paid by REITs (other
than distributions designated as capital gain dividends or returns of capital) are not eligible for these reduced rates and are
taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends could cause
investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of
REITs, including the shares of our capital stock.
Foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock
if we do not qualify as a "domestically controlled" REIT.
A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist
principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the
disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In
general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable
stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons.
If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our
common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities
market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 5%
of our outstanding common stock.
11 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.
12 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
Georgia
Ohio
Colorado
North Carolina
Illinois
Virginia
Oregon
Washington
Massachusetts
Missouri
Tennessee
Pennsylvania
Arizona
Delaware
Indiana
Michigan
Maryland
Alabama
South Carolina
Kentucky
Nevada
Total
December 31, 2013
December 31, 2012
Number of
Properties
42
40
18
15
9
15
10
5
5
7
5
3
4
5
4
2
2
4
2
1
1
2
1
—
202
GLA (in
thousands)
5,500
4,159
2,384
1,385
1,297
1,261
903
872
744
617
605
506
408
392
325
274
243
209
118
88
85
74
23
—
22,472
Percent of
Total
GLA
24.5%
18.6%
10.6%
6.2%
5.8%
5.6%
4.0%
3.9%
3.3%
2.7%
2.7%
2.3%
1.8%
1.7%
1.4%
1.2%
1.1%
0.9%
0.5%
0.4%
0.4%
0.3%
0.1%
—%
100.0%
Percent
Leased
96.2%
91.2%
96.0%
94.6%
97.8%
89.5%
95.3%
94.1%
97.4%
95.8%
98.4%
96.3%
100.0%
96.7%
99.6%
87.1%
94.8%
90.8%
53.4%
100.0%
84.5%
100.0%
100.0%
—%
Number of
Properties
43
39
18
15
10
14
9
4
7
8
6
2
4
5
4
3
2
3
2
1
1
2
1
1
GLA (in
thousands)
5,544
3,961
2,324
1,386
1,402
1,163
743
748
951
741
683
357
408
392
325
387
243
55
118
88
85
74
23
331
Percent of
Total
GLA
24.6%
17.6%
10.3%
6.2%
6.2%
5.2%
3.3%
3.3%
4.2%
3.3%
3.0%
1.6%
1.8%
1.7%
1.5%
1.7%
1.1%
0.2%
0.5%
0.4%
0.4%
0.3%
0.1%
1.5%
Percent
Leased
95.1%
93.0%
95.2%
93.1%
97.1%
94.3%
91.8%
97.3%
94.2%
91.2%
92.8%
94.6%
99.0%
95.9%
99.1%
88.1%
94.2%
89.8%
43.9%
100.0%
86.2%
100.0%
100.0%
91.1%
94.5%
204
22,532
100.0%
94.1%
Certain Consolidated Properties are encumbered by mortgage loans of $481.3 million as of December 31, 2013.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is
$17.40 and $16.95 per square foot ("SFT") as of December 31, 2013 and 2012, respectively.
13
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):
December 31, 2013
December 31, 2012
Number of
Properties
GLA (in
thousands)
Location
California
Virginia
Maryland
North Carolina
Texas
Illinois
Colorado
Florida
Minnesota
Pennsylvania
Washington
Wisconsin
Massachusetts
Connecticut
South Carolina
New Jersey
New York
Indiana
Alabama
Arizona
Oregon
Georgia
Delaware
Dist. of Columbia
Ohio
Total
21
21
13
8
8
8
5
9
5
6
4
2
1
1
2
2
1
2
1
1
1
1
1
2
—
126
2,782
2,685
1,490
1,272
1,070
1,067
862
720
677
661
477
269
184
180
162
157
141
139
119
108
93
86
67
40
—
Percent of
Total
GLA
17.9%
17.3%
9.6%
8.2%
6.9%
6.9%
5.6%
4.6%
4.4%
4.3%
3.1%
1.7%
1.2%
1.2%
1.0%
1.0%
0.9%
0.9%
0.7%
0.7%
0.6%
0.6%
0.4%
0.3%
—%
Percent
Leased
96.9%
96.6%
97.0%
97.3%
98.6%
97.3%
95.1%
95.3%
97.6%
92.3%
91.5%
93.2%
97.6%
99.8%
100.0%
92.6%
100.0%
86.5%
73.9%
94.1%
94.8%
96.3%
96.1%
100.0%
—%
96.2%
Number of
Properties
GLA (in
thousands)
25
22
14
8
9
8
6
11
5
7
5
2
1
1
4
2
1
2
1
1
1
3
1
2
2
3,265
2,789
1,577
1,276
1,227
1,067
962
841
675
982
577
269
149
180
286
157
141
139
119
108
93
244
67
40
532
Percent of
Total
GLA
18.4%
15.7%
8.9%
7.2%
6.9%
6.0%
5.4%
4.7%
3.8%
5.5%
3.3%
1.5%
0.8%
1.0%
1.6%
0.9%
0.8%
0.8%
0.7%
0.6%
0.5%
1.4%
0.4%
0.2%
3.0%
144
17,762
100.0%
Percent
Leased
95.7%
96.3%
92.9%
96.4%
95.9%
97.1%
93.0%
93.7%
97.5%
96.1%
94.5%
96.9%
95.4%
99.8%
96.3%
94.0%
100.0%
91.9%
71.6%
89.2%
94.8%
95.3%
100.0%
100.0%
90.2%
95.2%
15,508
100.0%
Certain Unconsolidated Properties are encumbered by mortgage loans of $1.5 billion as of December 31, 2013.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is
$17.34 and $17.03 per SFT as of December 31, 2013 and 2012, respectively.
14
The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus
our pro-rata share of Unconsolidated Properties, as of December 31, 2013, 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
Percent of
Annualized
Base Rent
Rent
Number of
Leased Stores
Anchor Owned
Stores (1)
(2)
$
Kroger
Publix
Safeway
TJX Companies
CVS
Whole Foods
PETCO
Ahold/Giant
Albertsons
Ross Dress For Less
H.E.B.
Trader Joe's
JPMorgan Chase Bank
Bank of America
Wells Fargo Bank
Starbucks
Walgreens
Sears Holdings
Roundys/Marianos
Rite Aid
Wal-Mart
SUPERVALU
Panera Bread
Sports Authority
Subway
2,384
1,940
1,239
725
509
285
283
422
395
306
305
163
63
81
82
95
136
412
233
200
466
265
89
134
95
(1) Stores owned by anchor tenant that are attached to our centers.
(2) Kroger information includes Harris Teeter stores, as their merger was effective January 28, 2014.
22,565
20,246
12,638
9,196
8,457
6,144
6,052
5,724
4,952
4,797
4,773
4,313
3,894
3,846
3,716
3,629
3,399
3,315
3,249
3,203
3,026
3,008
3,007
2,973
2,946
4.7%
4.3%
2.7%
1.9%
1.8%
1.3%
1.3%
1.2%
1.0%
1.0%
1.0%
0.9%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.6%
8.6%
7.0%
4.4%
2.6%
1.8%
1.0%
1.0%
1.5%
1.4%
1.1%
1.1%
0.6%
0.2%
0.3%
0.3%
0.3%
0.5%
1.5%
0.8%
0.7%
1.7%
1.0%
0.3%
0.5%
0.3%
49
49
38
33
46
11
38
14
11
16
5
18
26
28
39
76
12
7
7
22
5
11
26
3
104
7
1
6
—
—
—
—
—
1
—
—
—
—
—
—
—
—
1
—
—
3
—
—
—
—
Our 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.
15
The following table summarizes lease expirations for the next ten years and thereafter, for our Consolidated and
Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):
Lease Expiration
Year
Number of Tenants
with Expiring
Leases
Expiring GLA
Percent of Total
Company GLA
Minimum Rent
Expiring Leases (2)
Percent of
Minimum Rent (2)
(1)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Thereafter
Total
19
852
1,038
1,026
985
858
351
175
169
220
223
411
6,327
27
1,982
2,344
2,772
3,242
2,713
2,030
1,370
1,261
1,600
1,300
5,226
25,867
0.1% $
7.7%
9.1%
10.7%
12.5%
10.5%
7.8%
5.3%
4.9%
6.2%
5.0%
212
38,940
49,126
50,081
63,908
51,728
33,852
21,939
19,983
25,005
24,348
20.2%
100.0% $
80,202
459,324
—%
8.4%
10.7%
10.9%
13.9%
11.3%
7.4%
4.8%
4.4%
5.4%
5.3%
17.5%
100.0%
(1) Leases currently under month-to-month rent or in process of renewal.
(2) Minimum rent includes current minimum rent and future contractual rent steps, but excludes additional rent such as
percentage rent, common area maintenance, real estate taxes and insurance reimbursements.
During 2014, we have a total of 852 leases expiring, representing 2.0 million square feet of GLA. These expiring
leases have an average base rent of $19.65 per SFT. The average base rent of new leases signed during 2013 was $21.56 per
SFT. During periods of recession or when occupancy is low, tenants have more bargaining power, which may result in rental
rate declines on new or renewal leases. In periods of recovery and/or when occupancy levels are high, landlords have more
bargaining power, which generally results in rental rate growth on new and renewal leases. Based on current economic trends
and expectations, and pro-rata percent leased of 94.8%, we expect to see an overall increase in rental rate growth on new and
renewal leases during 2014. Exceptions may arise in certain geographic areas or at specific shopping centers based on the local
economic situation, competition, location, and size of the space being leased, among other factors. Additionally, significant
changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current expectations.
16
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35
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 is traded on the New York Stock Exchange under the symbol "REG." The following table sets
forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2013 and 2012.
2013
2012
Quarter Ended
High Price
Low Price
$
March 31
June 30
September 30
December 31
53.55
59.35
54.69
53.48
47.19
45.32
45.63
45.31
Cash
Dividends
Declared
0.4625 $
0.4625
0.4625
0.4625
High Price
Low Price
44.78
47.99
51.38
50.40
40.90
41.65
45.81
36.30
Cash
Dividends
Declared
0.4625
0.4625
0.4625
0.4625
We have determined that the dividends paid during 2013 and 2012 on our common stock qualify for the following tax
treatment:
Total
Distribution
per Share
$
1.8500
1.8500
Ordinary
Dividends
1.7390
1.3135
Total Capital
Gain
Distributions
Nontaxable
Distributions
Qualified Dividends
(included in
Ordinary Dividends)
0.1110
0.0185
—
0.5180
0.4440
—
2013
2012
As of February 12, 2014, there were approximately 11,993 holders of common equity.
We intend to pay regular quarterly distributions to Regency Centers Corporation's 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. We have a dividend reinvestment plan under which shareholders may elect
to reinvest their dividends automatically in common stock. Under the plan, we 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, and we did not repurchase any of our equity securities during the
quarter ended December 31, 2013.
36
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, 2008. 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.
12/08
12/09
12/10
12/11
12/12
12/13
Regency Centers Corporation
S&P 500
FTSE NAREIT Equity REITs
100.00
100.00
100.00
80.23
126.46
127.99
101.60
145.51
163.78
94.65
148.59
177.36
123.39
172.37
209.39
125.62
228.19
214.56
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, 2013 (in thousands except per share data). 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.
37
Parent Company
Operating data:
Revenues
Operating expenses
Total other expense (income)
Income before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships
Income from continuing operations before tax
Income tax expense of taxable REIT subsidiary
Income from continuing operations
Income (loss) from discontinued operations
Income before gain on sale of real estate
Gain on sale of real estate
Net income
Income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends
Net income (loss) attributable to common stockholders
FFO(1)
Core FFO (1)
Income (loss) per common share - diluted (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
Other information:
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Dividends paid to common stockholders
Common dividends declared per share
$
$
$
$
2013
2012
2011
2010
2009
489,007
324,687
111,741
52,579
31,718
84,297
—
84,297
65,285
149,582
1,703
151,285
(1,481)
149,804
473,929
307,493
131,240
35,196
23,807
59,003
13,224
45,779
(21,728)
24,051
2,158
26,209
(342)
25,867
470,449
303,976
136,317
30,156
9,643
39,799
2,994
36,805
16,579
53,384
2,404
55,788
(4,418)
51,370
(21,062)
(32,531)
(19,675)
128,742
(6,664)
31,695
440,725
292,413
140,275
8,037
(12,884)
(4,847)
(1,333)
(3,514)
15,522
12,008
993
13,001
(4,185)
8,816
(19,675)
(10,859)
450,854
282,677
209,328
(41,151)
(26,373)
(67,524)
1,883
(69,407)
21,014
(48,393)
19,357
(29,036)
(3,961)
(32,997)
(19,675)
(52,672)
240,621
241,619
222,100
230,937
220,318
213,148
151,321
199,357
85,758
207,971
0.69
0.71
1.40
0.16
(0.24)
(0.08)
0.16
0.19
0.35
(0.33)
0.19
(0.14)
(0.98)
0.28
(0.70)
250,731
257,215
217,633
138,459
(9,817)
3,623
(77,723)
(184,457)
195,804
51,545
(182,579)
(249,891)
(145,569)
(32,797)
(164,279)
168,095
164,747
160,479
149,117
159,670
1.85
1.85
1.85
1.85
2.11
Common stock outstanding including exchangeable operating
partnership units
Ratio of earnings to fixed charges (2)
Ratio of earnings to combined fixed charges and preference dividends (2)
92,499
90,572
90,099
81,717
81,670
1.8
1.5
1.6
1.4
1.5
1.3
1.3
1.1
0.9 (3)
0.8 (3)
Balance sheet data:
Real estate investments before accumulated depreciation
$
4,385,380
4,352,839
4,488,794
4,417,746
4,259,990
Total assets
Total debt
Total liabilities
Total stockholders’ equity
Total noncontrolling interests
3,913,516
1,854,697
3,853,458
1,941,891
3,987,071
1,982,440
3,994,539
2,094,469
3,992,228
1,886,380
2,052,382
2,107,547
2,117,417
2,250,137
2,061,621
1,843,354
1,730,765
1,808,355
1,685,177
1,862,380
17,780
15,146
61,299
59,225
68,227
(1) See Item 7, Supplemental Earnings Information, for the definition of funds from operations and core funds from operations
and a reconciliation to the nearest GAAP measure.
(2) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges.
(3) The Company's ratio of earnings to fixed charges and to combined fixed charges and preferred dividends was deficient in
2009 by $13.4 million and $33.1 million, respectively, in earnings, due to significant non-cash charges for impairment of real
estate investments of $97.5 million.
38 2013
2012
2011
2010
2009
Operating Partnership
Operating data:
Revenues
Operating expenses
Total other expense (income)
Income before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships
Income from continuing operations before tax
Income tax expense of taxable REIT subsidiary
Income from continuing operations
Income (loss) from discontinued operations
Income before gain on sale of real estate
Gain on sale of real estate
Net income
Income attributable to noncontrolling interests
Net income attributable to the Partnership
Preferred unit distributions
Net income (loss) attributable to common unit holders
FFO (1)
Core FFO (1)
Income (loss) per common unit - diluted (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
Other information:
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Distributions paid on common units
Ratio of earnings to fixed charges (2)
Ratio of combined fixed charges and preference dividends to
earnings (2)
Balance sheet data:
$
$
$
$
489,007
324,687
111,741
52,579
31,718
84,297
—
84,297
65,285
149,582
1,703
151,285
(1,205)
150,080
(21,062)
129,018
240,621
241,619
0.69
0.71
1.40
473,929
307,493
131,240
35,196
23,807
59,003
13,224
45,779
(21,728)
24,051
2,158
26,209
(865)
25,344
(31,902)
(6,558)
222,100
230,937
0.16
(0.24)
(0.08)
470,449
303,976
136,317
30,156
9,643
39,799
2,994
36,805
16,579
53,384
2,404
55,788
(590)
55,198
(23,400)
31,798
220,318
213,148
0.16
0.19
0.35
250,731
(9,817)
257,215
3,623
217,633
(77,723)
(182,579)
(249,891)
(145,569)
168,095
164,747
160,479
1.8
1.5
1.6
1.4
1.5
1.3
440,725
292,413
140,275
8,037
(12,884)
(4,847)
(1,333)
(3,514)
15,522
12,008
993
13,001
(376)
12,625
(23,400)
(10,775)
450,854
282,677
209,328
(41,151)
(26,373)
(67,524)
1,883
(69,407)
21,014
(48,393)
19,357
(29,036)
(452)
(29,488)
(23,400)
(52,888)
151,321
199,357
85,758
207,971
(0.33)
0.19
(0.14)
(0.98)
0.28
(0.70)
138,459
(184,457)
(32,797)
149,117
1.3
1.1
4,417,746
3,994,539
2,094,469
2,250,137
1,733,573
10,829
195,804
51,545
(164,279)
159,670
0.9 (3)
0.8 (3)
4,259,990
3,992,228
1,886,380
2,061,621
1,918,859
11,748
Real estate investments before accumulated depreciation
$
4,385,380
Total assets
Total debt
Total liabilities
Total partners’ capital
Total noncontrolling interests
3,913,516
1,854,697
2,052,382
1,841,928
19,206
4,352,839
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
(1) See Item 7, Supplemental Earnings Information, for the definition of funds from operations and core funds from operations
and a reconciliation to the nearest GAAP measure.
(2) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges.
(3) The Company's ratio of earnings to fixed charges and to combined fixed charges and preferred dividends was deficient in
2009 by $13.4 million and $33.1 million, respectively, in earnings, due to significant non-cash charges for impairment of real
estate investments of $97.5 million.
39 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 of Regency
Centers, L.P. We endeavor to be a preeminent, best-in-class grocery-anchored shopping center company, distinguished by total
shareholder return and per share growth in Core FFO and NAV that positions Regency as a leader among its peers. We work to
achieve these goals through:
•
•
•
•
reliable growth in NOI from a high-quality, growing portfolio of thriving, neighborhood and community shopping
centers;
disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality
shopping centers;
a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and
efficiently fund investments; and,
an engaged and talented team of people guided by our culture.
All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-
owned subsidiaries, and through its co-investment partnerships. As of December 31, 2013, the Parent Company owned
approximately 99.8% of the outstanding common partnership units of the Operating Partnership.
As of December 31, 2013, we directly owned 202 Consolidated Properties located in 23 states representing 22.5
million square feet of GLA. Through co-investment partnerships, we own partial ownership interests in 126 Unconsolidated
Properties located in 23 states and the District of Columbia representing 15.5 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 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. As of December 31, 2013, our Consolidated Properties were 94.5%
leased, as compared to 94.1% as of December 31, 2012.
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. Development serves the growth needs of our
anchors and retailers, resulting in high-quality 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,
developments, and redevelopments, as well as the opportunity to earn fees for asset management, property management, and
other investing and financing services. As an 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.
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
as of 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 and expected future results, current
market conditions, and interpretation of 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.
40
Accounts Receivable and Straight Line Rent
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 and
straight line rent reserve. 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 and in-place leases), 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 co-invest with partners to 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 as investments in real estate partnerships 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 in properties in development in our accompanying Consolidated Balance Sheets. 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. Once a development property is
substantially complete and held available for occupancy, these indirect costs are no longer capitalized.
•
•
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. 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.
Interest costs are capitalized to 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 the anchor opens for business. During the
years ended December 31, 2013, 2012, and 2011, we capitalized interest of $6.1 million, $3.7 million, and $1.5
million, respectively, on our development projects.
• Real estate taxes are capitalized to each development project over the same period as we capitalize interest.
• 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. The capitalization of costs is directly
related to the actual level of development activity occurring. During the years ended December 31, 2013, 2012, and
41
2011, we capitalized $11.7 million, $10.3 million, and $5.5 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.
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 arm's 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 partnership, 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 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 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.
Derivative Instruments
The Company utilizes financial derivative instruments primarily to manage risks associated with changing interest
rates. 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. For additional
information on the Company’s use and accounting for derivatives, see Notes 1 and 9 to the Consolidated Financial Statements.
The Company assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective
portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive
income which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement
of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not
perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. If a cash flow hedge
is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges
is recognized in earnings in the period affected.
The fair value of the Company's interest rate derivatives 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.
42
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
Percent leased - operating and development
Percent leased - operating
Weighted average annual effective rent per SFT (1)
(1) Net of tenant concessions.
December 31,
2013
202
6
22,472
94.5%
95.0%
17.40
$
December 31,
2012
204
4
22,532
94.1%
94.4%
16.95
The following table summarizes general information related to the Unconsolidated Properties owned in co-investment
partnerships in our shopping center portfolio (GLA in thousands):
Number of properties
Properties in development
Gross leasable area
Percent leased - operating
Weighted average annual effective rent per SFT (1)
(1) Net of tenant concessions.
December 31,
2013
126
—
15,508
96.2%
17.34
$
December 31,
2012
144
—
17,762
95.2%
17.03
The following table summarizes leasing activity for the years ended December 31, 2013 and 2012, including our pro-
rata share of activity within the portfolio of our co-investment partnerships:
2013
Leasing
Transactions
SFT (in
thousands)
Base Rent / SF
Tenant
Improvements / SF
Leasing
Commissions / SF
New leases
Renewals
Total
603
968
1,571
1,642
2,442
4,084
$21.56
$20.48
$20.91
$6.72
$0.36
$2.92
$8.30
$2.44
$4.80
2012
Leasing
Transactions
SFT (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
43
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. The
following table summarizes our three most significant tenants, each of which is a grocery tenant, occupying our shopping
centers at December 31, 2013:
Grocery Anchor
Kroger
Publix
(3)
Number of
Stores (1)
56
50
Percentage of
Company
Owned GLA (2)
8.6%
7.0%
Percentage of
Annualized
Base Rent (2)
4.7%
4.3%
Safeway
4.4%
(1) Includes stores owned by grocery anchors that are attached to our centers.
(2) Includes our pro-rata share of Unconsolidated Properties and excludes those owned by anchors.
(3) Kroger information includes Harris Teeter stores, as their merger was effective January 28, 2014.
44
2.7%
On January 28, 2014, The Kroger Co. ("Kroger") completed its merger with Harris Teeter Supermarkets, Inc.
Although Kroger's acquisition of Harris Teeter is expected to expand its presence in the southeastern United States, there is a
possibility that Kroger may identify stores in which it has a presence in the same local market as Harris Teeter, which could
result in store closures. We currently have nine stores leased by Harris Teeter, which represents 1.1% of Company owned GLA
and 0.7% of annualized base rent on a pro-rata basis.
In October 2013, Safeway Inc. announced that it intends by early 2014 to exit the Chicago market, where it operated
72 Dominick's stores. Safeway has been marketing the chain for sale or sublease. We had seven store leases with Dominick’s,
of which one was already operating under a sublease agreement and four have been acquired by other national grocery stores.
The remaining two stores were closed for business in late December 2013 and represent approximately 0.2% of Company
owned GLA and 0.1% of annualized base rent, on a pro-rata basis. Safeway will continue to pay contractual rent through the
end of their lease terms, while they continue to market the spaces for assignment or sublease.
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 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. 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 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. As of December 31, 2013, no tenant represents
more than 5% of our annual base rent on a pro-rata basis.
44
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. The following table represents the
remaining available capacity under our at the market ("ATM") equity program and our unsecured line of credit commitment
(the "Line") as of December 31, 2013 (in thousands):
ATM equity program (see note 11)
Total capacity
Remaining capacity
Line (see note 8)
Total capacity
Remaining capacity (1)
Maturity
(1) Net of letters of credit.
December 31,
2013
200,000
198,400
800,000
780,686
September 2016
$
$
$
$
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company
for the years ended December 31, 2013, 2012, and 2011 (in thousands):
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Total cash and cash equivalents
Net cash provided by operating activities:
2013
2012
2011
$
$
250,731
(9,817)
(182,579)
58,335
80,684
257,215
3,623
(249,891)
10,947
22,349
217,633
(77,723)
(145,569)
(5,659)
11,402
Net cash provided by operating activities decreased by $6.5 million for the year ended December 31, 2013, as
compared to the year ended December 31, 2012 due to the timing of cash receipts and payments. 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
common and preferred stock and unit holders, included in net cash used in financing activities, above, which were $189.2
million and $188.4 million for the years ended December 31, 2013 and 2012, respectively. Our dividend distribution policy is
set by our Board of Directors who monitor our financial position. Our Board of Directors recently declared our common stock
quarterly dividend of $0.470 per share, payable on March 6, 2014, a $.0075 increase over our previous quarterly dividend rate.
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.
Net cash (used in) provided by investing activities:
Net cash flows from investing activities changed by $13.4 million for the year ended December 31, 2013, as compared
to the year ended December 31, 2012, due primarily to increased capital expenditures on development projects during 2013 and
less proceeds from the sale of shopping centers in 2013.
Significant investing activities during the year ended December 31, 2013 included:
• We received proceeds of $212.6 million from the sale of twelve shopping centers and ten out-parcels;
• We received distributions from our investments in real estate partnerships of $87.1 million, primarily related to the
disposition of all operating properties within the Regency Retail Partners, LP (the "Fund") during August 2013 and
45
subsequent distribution of proceeds, and proceeds from sales of properties and debt refinancing within the
partnerships. These proceeds were offset by additional investments of $10.9 million, primarily for mortgage maturities
and acquisitions;
• We paid $107.8 million for the acquisition of three shopping centers;
• We received proceeds of $27.4 million upon the collection and sale of notes receivable; and,
• We paid $213.3 million for the development, redevelopment, improvement, and leasing of our real estate properties as
comprised of the following (in thousands):
2013
2012
Change
Capital expenditures:
Acquisition of land for development / redevelopment
$
Building improvements and other
Tenant allowances
Redevelopment costs
Development costs
Capitalized interest
Capitalized direct compensation
28,320
37,078
6,118
19,964
104,662
6,078
11,062
27,100
32,180
8,664
10,944
71,702
3,686
10,312
Real estate development and capital improvements
$
213,282
164,588
1,220
4,898
(2,546)
9,020
32,960
2,392
750
48,694
• Capital expenditures for tenant allowances are highly correlated to occupancy levels and leasing activity on
new leases. As occupancy improves, there is less vacant space to lease, which reduces our cash outflow on
tenant allowances, which are generally highest with new leases. We leased 1.6 million square feet of new
leases for the year ended December 31, 2013 as compared to 2.1 million square feet of new leases for the year
ended December 31, 2012.
• The number and size of development projects in process (detailed below) increased during the year ended
December 31, 2013, as compared to the year ended December 31, 2012, resulting in increased expenditures.
East Washington Place and Grand Ridge Plaza, the largest two projects incurring costs during 2013, had
development costs of $145.7 million, and represented $79.5 million of 2013 development expenditures,
which were both completed during the fourth quarter of 2013.
• Capitalized interest increases as development costs accumulate during the development period, which is why
more interest costs were capitalized during 2013 than 2012.
As of December 31, 2013, we had six development projects that were either under construction or in lease up,
compared to four such development projects as of December 31, 2012. The following table summarizes our development
projects as of December 31, 2013 (in thousands, except cost per SFT):
Property Name
Location
Estimated /
Actual
Anchor
Opening
Start
Date
Estimated Net
Development
Costs After
Partner
Participation(1)
Estimated
Net Costs to
Complete (1)
Company
Owned
GLA
Cost per
SFT of
GLA (1)
Shops at Erwin Mill
Durham, NC
Q1-12
Nov-13
$
14,593 $
Juanita Tate Marketplace
Los Angeles, CA
Q2-13
Shops on Main
Schererville, IN
Q2-13
Fountain Square
Glen Gate
Miami, FL
Glenview, IL
Q3-13
Q4-13
Shoppes on Riverside
Jacksonville, FL
Q4-13
Apr-14
Apr-14
Nov-14
Feb-15
Oct-14
17,189
29,424
52,561
29,725
14,769
Total
$
158,261 $
(1) Amount represents costs, including leasing costs, net of tenant reimbursements.
(2) Amount represents a weighted average.
2,627
10,566
1,678
27,923
21,069
10,555
74,418
90 $
77
155
180
103
50
655 $
162
223
190
292
289
295
242
(2)
46
The following table summarizes our development projects completed during the year ended December 31, 2013 (in
thousands, except cost per SFT):
Property Name
Location
East Washington Place
Grand Ridge Plaza
Petaluma, CA
Issaquah, WA
Southpark at Cinco Ranch
Katy, TX
Completion
Date
Q4-13
Q4-13
Q4-13
Total
(1) Includes leasing costs, net of tenant reimbursements.
Net
Development
Costs (1)
56,892
88,764
30,625
176,281
$
$
Company
Owned GLA
Cost per SFT
of GLA (1)
203 $
326
239
768 $
280
272
128
680
We plan to continue developing and redeveloping projects for long-term investment purposes and have a staff of
employees who directly support our development and redevelopment program. Internal costs attributable to these development
and redevelopment activities are capitalized as part of each project. During the year ended December 31, 2013, we capitalized
$6.1 million of interest expense and $11.7 million of internal costs for salaries and related benefits for development and
redevelopment activity. Changes in the level of future development and redevelopment activity could adversely impact results
of operations by reducing the amount of internal costs for development and redevelopment projects that may be capitalized. A
10% reduction in development and redevelopment activity without a corresponding reduction in the compensation costs directly
related to our development and redevelopment activities could result in an additional charge to net income of approximately
$1.2 million.
Net cash used in financing activities:
Net cash used in financing activities decreased by $67.3 million for the year ended December 31, 2013, as compared
to the year ended December 31, 2012 primarily related to the additional proceeds received from common stock issuances in
2013. Significant financing activities during the year ended December 31, 2013 include:
• The Parent Company issued 1.9 million shares of common stock through our ATM program, resulting in net proceeds
of $99.8 million;
• We repaid $70.0 million, net, on our Line and $25.0 million on our Term Loan; and
• We paid dividends to our common and preferred stockholders of $168.1 million and $21.1 million, respectively.
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2013, 77.3% 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 2.4 times
for the year ended December 31, 2013, as compared to 2.5 times for the year ended December 31, 2012. We define our
coverage ratio as earnings before interest, taxes, investment transaction profits net of deal costs, depreciation and amortization
(“Core 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 2014, we estimate that we will require approximately $366.5 million, including $182.5 million to complete
current in-process developments and redevelopments, $165.8 million for repayment of debt, and approximately $18.2 to fund
our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of debt. If we start new
developments or redevelop additional shopping centers, our cash requirements will increase. As of December 31, 2013, our
joint ventures had $67.1 million of scheduled secured mortgage loans and credit lines maturing through 2014. 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. Our Line, Term
Loan, and unsecured loans require we remain in compliance with various covenants, which are described in Note 8 to the
Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2013 and expect to remain in
compliance.
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, and the number of high quality,
unencumbered properties that we own which could collateralize borrowings, we expect that we will successfully issue new
secured or unsecured debt to fund our obligations.
We have $150.0 million and $350.0 million of fixed rate, unsecured debt maturing in April 2014 and August 2015,
respectively. As the economy improves, long term interest rates may continue to increase. In order to mitigate the risk of
47
interest rate volatility, we entered into $395.0 million of forward starting interest rate swaps for new debt issues occurring
through August 1, 2016. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed
rate of 2.45%. These rates are exclusive of our credit spread at the time of debt issuance.
Investments in Real Estate Partnerships
We invest in real estate partnerships, which primarily include five co-investment partners. As of December 31, 2013
and 2012, we had investments in real estate partnerships of $358.8 million and $442.9 million, respectively, as discussed further
in Note 4 to the Consolidated Financial Statements. The following table is a summary of unconsolidated combined assets and
liabilities of these co-investment partnerships and our pro-rata share as of December 31, 2013 and 2012 (dollars in thousands):
Number of co-investment partnerships
Regency's ownership
Number of properties
Combined assets
Combined liabilities
Combined equity
Regency’s Share of (1)(2):
2013
17
20%-50%
126
2,939,599
1,617,920
1,321,679
$
$
$
2012
19
20%-50%
144
3,434,954
1,933,488
1,501,466
Assets
Liabilities
$
$
(1) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However,
management believes that providing such information is useful to investors in assessing the impact of its investments
in real estate partnership activities on our operations, which includes such items on a single line presentation under the
equity method in its consolidated financial statements.
1,154,387
635,882
1,035,842
567,743
(2) The difference between our share of the net assets of the co-investment partnerships and our 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
In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive
fees, as shown below, for each of the years ended December 31, 2013 and 2012 (dollars in thousands):
Asset management, property management,
leasing, and investment and financing services
Transaction fees
2013
2012
2011
$
$
24.2
—
24.2
25.4
—
25.4
29.0
5.0
34.0
Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities and interest rate
swap obligations as described further below and in Note 8 and Note 9 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 following table of Contractual Obligations summarizes our debt maturities, including our pro-rata share of
obligations within co-investment partnerships, (in thousands) as of December 31, 2013, and excludes the following:
• Recorded debt premiums or discounts that are not obligations;
• Obligations related to construction or development contracts, since payments are only due upon satisfactory
performance under the contracts;
• Letters of credit of $19.3 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.
Payments Due by Period
2014
2015
2016
2017
2018
Beyond 5
Years
Total
$
269,208
499,415
171,460
542,458
97,872
665,690 $ 2,246,103
53,669
69,549
133,777
44,195
31,834
350,378
683,402
4,410
4,314
3,683
1,966
814
1,955
17,142
(236)
(106)
(24)
—
—
—
(366)
3,623
3,248
3,247
3,198
3,250
113,118
129,684
242
242
242
242
242
7,740
8,950
Notes payable:
Regency (1)
Regency's share of
joint ventures (1)
Operating leases:
Regency
Subleases:
Regency
Ground leases:
Regency
Regency's share of
joint ventures
Total
(1) Includes interest payments.
$
330,916
576,662
312,385
592,059
134,012
1,138,881 $ 3,084,915
49
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. We have no guarantees related to these
loans.
Results from Operations
Comparison of the years ended December 31, 2013 and 2012:
Our revenues increased in 2013, as compared to 2012, as summarized in the following table (in thousands):
2013
2012
Change
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
$
$
353,833
3,583
106,494
25,097
489,007
340,940
3,323
103,155
26,511
473,929
12,893
260
3,339
(1,414)
15,078
Minimum rent increased during 2013, as compared to 2012, due to acquisitions, dispositions, and changes in overall
occupancy and average base rent for our same properties, as follows:
•
•
•
$17.8 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:
$22.5 million increase due to the acquisition of operating properties and operations beginning at development
properties during 2013 and 2012; and,
$8.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth
and increases from contractual rent steps in existing leases.
Recoveries from tenants and other income represent reimbursements from tenants for their pro-rata share of the
operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers, as well as other income
earned at our operating properties. Recoveries from tenants increased during 2013, as compared to 2012, due to the following:
•
•
•
•
$5.1 million decrease due to the sale of a 15-property portfolio on July 25, 2012; and,
$2.2 million decrease as a result of final distributions from our terminated third party managed captive insurance
program and establishing a consolidated captive insurance subsidiary during 2012;
$4.7 million increase due to the acquisition of operating properties and operations beginning at development properties
during 2013 and 2012; and,
$6.1 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery
ratio on recoverable costs, which were also higher in 2013.
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
2013
2012
Change
$
$
6,205
13,692
5,200
25,097
6,488
14,224
5,799
26,511
(283)
(532)
(599)
(1,414)
Asset and property management fees decreased approximately $815,000 due to the liquidation of two unconsolidated
real estate partnerships during 2013, resulting in a $1.1 million reduction in asset and property management fees, partially offset
by higher asset and property management fees from our other partnerships. Leasing commissions and other fees decreased
50
during 2013, as compared to 2012, due to the two liquidations discussed above and a decrease in leasing activity performed for
co-investment partnerships and third parties during 2013, as occupancy levels stabilize and less vacant GLA was available for
lease.
Our operating expenses increased in 2013, as compared to 2012, as summarized in the following table (in thousands):
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
2013
2012
Change
$
$
130,630
71,018
61,234
53,726
8,079
324,687
119,008
66,687
61,700
52,911
7,187
307,493
11,622
4,331
(466)
815
892
17,194
Depreciation and amortization, operating and maintenance expenses, and real estate taxes increased due the impact of
acquisitions, development operations, and dispositions during 2013 and 2012, as follows:
•
•
•
$14.6 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:
$20.1 million increase due to the acquisition of operating properties and operations beginning at development
properties during 2013 and 2012; and,
$11.3 million increase at same properties, due to a number of factors, including:
incremental snow removal costs from 2013 winter weather;
increases in recurring operating and maintenance costs;
additional depreciation expense resulting from capital improvements to existing centers;
additional amortization of leasing commissions from the increase in recent years' leasing activity; and,
increases in real estate tax assessments.
In addition, general and administrative expenses decreased approximately $466,000 primarily due to greater
capitalization of development overhead costs of approximately $1.4 million, due to higher volume of development projects,
offset by a decrease in capitalization of leasing overhead costs of $1.2 million as occupancy levels stabilize and less vacant
GLA was available to be leased. The net change in compensation and other overhead costs resulted in additional savings of
approximately $200,000.
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
2013
2012
Change
$
$
108,966
6,000
32
(3,257)
111,741
112,129
20,316
852
(2,057)
131,240
(3,163)
(14,316)
(820)
(1,200)
(19,499)
See table below for a discussion of interest expense.
During the year ended December 31, 2013, we recognized a $6.0 million impairment on a single operating property as
a result of an unoccupied anchor declaring bankruptcy, where we have thus far been unable to re-lease the anchor space. During
the year ended December 31, 2012, we recognized total impairments of $20.3 million, including $18.1 million related to the 15-
property portfolio sold on July 25, 2012, and $2.2 million related to three land parcels.
During 2013, we repaid two mortgages early with minimal remaining unamortized loan costs. On July 20, 2012, we
repaid $150.0 million of our Term Loan, and as a result of this early extinguishment of debt, we expensed approximately
$852,000 in remaining unamortized loan costs.
The $1.2 million increase in net investment income from deferred compensation plan related to the change in the fair
value of plan assets from December 31, 2012 to December 31, 2013 and is consistent with the change in plan liabilities,
included in general and administrative expenses above.
51
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
2013
2012
Change
$
$
103,143
3,937
(6,078)
9,607
(1,643)
108,966
103,610
4,388
(3,686)
9,492
(1,675)
112,129
(467)
(451)
(2,392)
115
32
(3,163)
Our interest expense decreased primarily due to paying down our unsecured credit facilities and mortgages and due to
higher amounts of interest capitalized on development projects, driven by the increase in cumulative development project costs
over the prior year.
Our equity in income of investments in real estate partnerships increased in 2013, as compared to 2012, as follows (in
thousands):
Ownership
2013
2012
Change
GRI - Regency, LLC (GRIR)
Macquarie CountryWide-Regency III, LLC (MCWR III) (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) (2)
US Regency Retail I, LLC (USAA)
BRE Throne Holdings, LLC (BRET) (3)
Other investments in real estate partnerships
40.00% $
12,789
—%
20.00%
20.00%
30.00%
25.00%
20.00%
20.00%
—%
50.00%
53
1,727
1,274
662
332
7,749
487
4,499
2,146
Total investments in real estate partnerships
$
31,718
9,311
(22)
8,480
290
596
540
297
297
2,211
1,807
23,807
3,478
75
(6,753)
984
66
(208)
7,452
190
2,288
339
7,911
(1) As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was
complete effective March 20, 2013.
(2) On August 13, 2013, Regency Retail Partners, LP (the "Fund") sold 100% of its interest in its entire portfolio of
shopping centers to a third party. The Fund will be dissolved following the final distribution of proceeds.
(3) On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership and
received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and an early
redemption premium. Regency no longer has any interest in the BRET partnership.
The $7.9 million increase in our equity in income of investments in real estate partnerships for 2013, as compared to
2012, is primarily due to the following:
•
•
•
•
$3.5 million increase from the GRIR partnership due to various factors, including: increased tenant percentage rent,
recovery revenue rates, and settlement proceeds; coupled with lower interest expense as a result of paying off debt in
2012 and the loss on debt extinguishment and provision for impairment in 2012 that did not occur in 2013. These
increases are offset by higher depreciation expense from redevelopments.
$6.8 million decrease from the Columbia I partnership primarily due to our $6.9 million pro-rata gain on sale of an
operating property that was sold in April 2012,
$7.5 million increase from the Fund due to recognizing $7.4 million pro-rata gain on the sale of all operating
properties within the Fund in August 2013, and
$2.3 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed
in July 2012, which we redeemed 100% of our ownership interest for cash in October 2013.
52
The following represents the remaining components that comprised net income attributable to the common
stockholders and unit holders for the year ended December 31, 2013, as compared to the year ended December 31, 2012, (in
thousands):
2013
2012
Change
Income from continuing operations before tax
Income tax expense of taxable REIT subsidiary
Discontinued operations
Gain on sale of operating properties, net
Provision for impairment
Operating income (loss), excluding provision for impairment
Income (loss) 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
$
$
$
84,297
—
57,953
—
7,332
65,285
1,703
(1,481)
(21,062)
128,742
276
129,018
59,003
13,224
21,855
54,500
10,917
(21,728)
2,158
(342)
(32,531)
(6,664)
106
(6,558)
25,294
(13,224)
36,098
(54,500)
(3,585)
87,013
(455)
(1,139)
11,469
135,406
170
135,576
The change in income from continuing operations before tax results from the changes discussed above.
The decrease in income tax expense of taxable REIT subsidiary is due to the large expense recognized during 2012, as
discussed in the following section.
Income from discontinued operations of $65.3 million for the year ended December 31, 2013 included $58.0 million in
gains, net of taxes, from the sale of twelve properties and the operations of the shopping centers sold. Loss from discontinued
operations of $21.7 million for the year ended December 31, 2012 included the operations of the shopping centers sold during
2012 and 2013, including $54.5 million of impairment losses, offset by $21.9 million in gains, net of taxes, from the sale of five
properties.
The decrease in preferred stock dividends is attributable to the additional non-cash charges incurred during 2012, as
discussed in the following section.
Comparison of the years ended December 31, 2012 and 2011:
Our revenues increased in 2012, as compared to 2011, as summarized in the following table (in thousands):
2012
2011
Change
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
$
$
340,940
3,323
103,155
26,511
473,929
332,027
2,989
101,453
33,980
470,449
8,913
334
1,702
(7,469)
3,480
Minimum rent increased during 2012, as compared to 2011, due to acquisitions, dispositions, and changes in overall
occupancy and average base rent for our same properties, as follows:
•
•
•
$13.2 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:
$3.9 million increase due to the acquisition of operating properties and operations beginning at development properties
during 2012 and 2011; and,
$18.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth
and increases from contractual rent steps in existing leases.
53
Recoveries from tenants and other income increased during 2012, as compared to 2011, due to the following:
$6.5 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:
$3.5 million increase due to a change in the timing and amount of our captive insurance distribution;
$1.0 million increase due to the acquisition of operating properties and operations beginning at development properties
during 2012 and 2011; and,
$3.7 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery
ratio on recoverable costs, which were also higher in 2012.
•
•
•
•
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
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, a $1.0 million consulting fee that we received as a result of the
liquidation, and approximately $400,000 reduction in asset and property management fees. Asset management fees, property
management fees, and leasing commissions also declined approximately $525,000 as a result of the sale of third party owned
properties managed by Regency.
Our operating expenses increased in 2012, as compared to 2011, as summarized in the following table (in thousands):
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other expenses
Total operating expenses
2012
2011
Change
$
$
119,008
66,687
61,700
52,911
7,187
307,493
120,803
68,501
56,117
52,039
6,516
303,976
(1,795)
(1,814)
5,583
872
671
3,517
Depreciation and amortization and operating and maintenance expenses decreased while real estate taxes increased
due the impact of acquisitions, development operations, and dispositions during 2012 and 2011, as follows:
•
•
•
$14.9 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:
$2.5 million increase due to the acquisition of operating properties and operations beginning at development properties
during 2012 and 2011; and,
$9.6 million increase at same properties, due to additional depreciation expense resulting from capital improvements to
existing centers, additional amortization of leasing commissions from the increase in leasing activity, and increased
real estate tax assessments, offset by less incremental operating expenses associated with mild winter weather during
2012.
In addition, general and administrative expenses increased due to an increase in compensation and benefit costs,
primarily as a result of exceeding performance targets and changes in the value of participant investments in the deferred
compensation plan; offset by capitalization of additional development and leasing overhead costs, driven by the timing of
development project starts and the volume of leasing activity.
54
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
20,316
852
(2,057)
131,240
123,645
12,466
—
206
136,317
(11,516)
7,850
852
(2,263)
(5,077)
See table below for a discussion of interest expense.
As discussed above, we sold a 15-property portfolio on July 25, 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. We also recognized $2.2 million of impairment
losses during 2012 related to three land parcels. During the year ended December 31, 2011, we recognized a $12.5 million
provision for impairment related to two operating properties that exhibited weak operating fundamentals, including low
economic occupancy for an extended period of time.
On July 20, 2012, we repaid $150.0 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,
included in general and administrative expenses above.
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
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 cumulative development project costs.
55
Our equity in income of investments in real estate partnerships increased 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 investments in real estate partnerships
Ownership
2012
2011
Change
40.00% $
24.95%
—%
20.00%
20.00%
30.00%
25.00%
20.00%
20.00%
47.80%
50.00%
$
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) As of December 31, 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% as of both
December 31, 2012 and 2011.
The $14.2 million increase in our equity in income in investments in real estate partnerships for 2012, as compared to
2011, is primarily due to the following:
•
•
•
$5.7 million increase from the Columbia I partnership primarily due to our share of a $34.5 million gain on sale of an
operating property that was sold in April 2012,
$2.2 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed
in July 2012, which we redeemed in October of 2013.
$4.6 million increase from an impairment recognized on one investment in a real estate partnership, included in other
investments in real estate partnerships, during the first quarter of 2011.
The following represents the remaining components that comprised 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 of taxable REIT subsidiary
Discontinued operations
Gain on sale of operating properties, net
Provision for impairment
Operating income (loss), excluding provision for impairment
(Loss) 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
$
$
$
59,003
13,224
21,855
54,500
10,917
(21,728)
2,158
(342)
(32,531)
(6,664)
106
(6,558)
39,799
2,994
5,942
3,416
14,053
16,579
2,404
(4,418)
(19,675)
31,695
103
31,798
19,204
10,230
15,913
51,084
(3,136)
(38,307)
(246)
4,076
(12,856)
(38,359)
3
(38,356)
The change in income from continuing operations before tax results from the changes discussed above.
56
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.
Loss from discontinued operations of $21.7 million for the year ended December 31, 2012 included $54.5 million of
impairment losses from two operating centers that have been sold, offset by $21.9 million in gains, net of taxes, from the sale of
properties and the operations of the shopping centers sold during 2012 and 2013. Income from discontinued operations of
$16.6 million for the year ended December 31, 2011 included $5.9 million in gains, net of taxes, from the sale of properties and
the operations, including $3.4 million of impairments, of the shopping centers sold during 2011, 2012, and 2013.
The income attributable to noncontrolling interests decreased $4.1 million during the year ended December 31, 2012
due to the redemption of preferred units in February 2012, resulting in $3.3 million less in dividends plus a redemption discount
of $1.9 million offset by non-cash charges upon recognizing the original preferred unit issuance costs of approximately
$842,000.
Preferred stock dividends increased $12.9 million during the year ended December 31, 2012 due 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.
57
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 our operational results among the investing public. We believe
such measures make comparisons of other REITs' operating results to ours 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:
NOI is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other
income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties
owned by us, and excludes corporate-level income (including management, transaction, and other fees), for the
entirety of the periods presented.
•
•
•
Same Property information is provided for operating properties that were owned and operated for the entirety of both
periods being compared and excludes all Properties in Development and Non-Same Properties. A Non-Same Property
is a property acquired during either period being compared, a development completion that is less than 90% funded
and 95% leased or features less than two years of anchor operations. Same Property also excludes projects in
development, which represent projects owned and intended to be developed, including partially operating properties
acquired specifically for redevelopment and excluding land held for future development. See note 1 to the
consolidated financial statements for an expanded definition of properties in development.
Same Property NOI includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above
and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by
management in evaluating the performance of our properties.
FFO is a commonly used measure of REIT performance, which the National Association of Real Estate Investment
Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales
of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in
accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate
values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and
losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when
compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs,
acquisition and development activities, and financing costs. This provides a perspective of our financial performance
not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a supplemental non-
GAAP financial measure of our operating performance, which does not represent cash generated from operating
activities in accordance with GAAP and therefore, should not be considered an alternative for cash flow as a measure
of liquidity.
• Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non-
comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to,
transaction profits, income or expense, gains or losses from the early extinguishment of debt and other non-core items.
We provide a reconciliation of FFO to Core FFO as shown below.
58
Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro rata basis, for the years
ended December 31, 2013 and 2012 is as follows (in thousands):
2013
2012
Same
Property
Other (1)
Total
Same
Property
Other (1)
Total
Income from continuing operations before tax
$
193,108
(108,811)
84,297
188,450
(129,447)
59,003
Less:
Management, transaction, and other fees
Other (2)
—
9,608
25,097
(1,379)
25,097
8,229
—
7,498
26,511
(594)
26,511
6,904
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)
NOI from properties sold
111,688
—
2,317
34,775
56,632
—
Pro rata NOI
$
388,912
18,942
61,234
3,973
76,966
2,774
10,866
42,226
130,630
61,234
6,290
111,741
59,406
10,866
104,723
—
76
14,285
61,700
119,008
61,700
4,162
4,238
29,941
101,299
131,240
58,653
—
7,889
19,475
53,446
66,542
19,475
427,791
431,138
374,345
(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) Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out
above for our consolidated properties.
Our same property pool includes the following property count, pro rata GLA (in thousands), and changes therein
during the years ended December 31, 2013 and 2012:
Beginning same property count
Acquired properties owned for entirety of comparable
periods
Developments that reached completion by beginning of
earliest comparable period presented
Disposed properties
SFT adjustments (1)
Ending same property count
304
(1) SFT adjustments arise from remeasurements or redevelopments.
2013
2012
Properties
GLA
Properties
GLA
323
25,803
314
24,922
6
476
3
465
4
(29)
—
359
(1,683)
154
25,109
33
(27)
323
3,163
(2,736)
(11)
25,803
The major components of pro rata same property NOI growth of 3.9% include the following:
Base rent
Percentage rent
Recovery revenue
Other income
Operating expenses
Pro rata same property NOI $
2013
2012
Change
$
409,641
398,773
10,868
4,788
4,038
116,716
109,190
6,849
149,082
388,912
6,537
144,193
374,345
750
7,526
312
4,889
14,567
Pro rata same property base rent increased $10.9 million, driven by $4.6 million increase in contractual rent steps and
$6.3 million increase in rental rate growth and changes in occupancy.
Pro rata same property recovery revenue increased $7.5 million due to greater recovery rates driven by market rates
and occupancy improvements, as well as increases in recoverable costs.
59
Pro rata same property operating expenses increased $4.9 million due to increases in real estate tax assessments and
increased common area expenses primarily related to snow removal costs associated with the inclement winter weather in 2013.
Our reconciliation of net income available to common shareholders to FFO and Core FFO for the years ended
December 31, 2013 and 2012 is as follows (in thousands, except share information):
Reconciliation of Net income to FFO
Net income (loss) attributable to common stockholders
Adjustments to reconcile to FFO:
Depreciation and amortization - consolidated
Depreciation and amortization - unconsolidated
Consolidated joint venture partners' share of depreciation
Provision for impairment (1)
Amortization of leasing commissions and intangibles
Gain on sale of operating properties, net of tax (1)
Noncontrolling interest of exchangeable partnership units
FFO
Reconciliation of FFO to Core FFO
FFO
Adjustments to reconcile to Core FFO:
Transaction profits, net of dead deal costs and tax (1)
Provision for impairment to land and out-parcels (1)
Provision for hedge ineffectiveness (1)
Loss on early debt extinguishment (1)
Original preferred stock issuance costs expensed
Gain on redemption of preferred units
One-time additional preferred dividend payment
Core FFO
2013
2012
128,742
(6,664)
111,689
43,498
(1,003)
6,000
19,313
(67,894)
276
240,621
108,057
43,162
(755)
75,326
16,055
(13,187)
106
222,100
240,621
222,100
1,344
—
(21)
(325)
—
—
—
(3,415)
1,000
20
1,238
10,119
(1,875)
1,750
241,619
230,937
$
$
$
$
(1) Includes our pro-rata share of unconsolidated co-investment partnerships.
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.
As of December 31, 2013 we had accrued liabilities of $11.9 million for our pro-rata share of environmental
remediation. 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
60
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 will 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
We are exposed to two significant components of interest rate risk:
• We have an $800.0 million Line commitment and a $75.0 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
an annual rate of LIBOR plus 117.5 basis points and our Term Loan has a variable rate of LIBOR plus 145 basis
points. LIBOR rates charged on our Line and 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 $150.0 million and $350.0 million of fixed rate, unsecured debt maturing in April 2014 and August 2015,
respectively. As the economy improves, long term interest rates may continue to increase. In order to mitigate the risk
of interest rate volatility, we entered into $395.0 million of forward starting interest rate swaps for new debt issues
occurring through August 1, 2016. These interest rate swaps lock in the 10-year treasury rate and swap spread at a
weighted average fixed rate of 2.45%. These rates are exclusive of our credit spread at the time of debt issuance.
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 unsecured
credit facilities, 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,
weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2013 (dollars in
thousands). The table is presented 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 as of December 31, 2013 and are subject to change on a monthly basis. Further, the table below incorporates only those
exposures that exist as of December 31, 2013 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.
2014
2015
2016
2017
2018
Thereafter
Total
Fair Value
Fixed rate debt
$
163,632
418,182
27,148
489,396
61,103
579,909
1,739,370
1,899,404
Average interest rate for all
fixed rate debt (1)
Variable rate LIBOR debt
5.72%
5.87%
5.87%
$
9,000
—
75,000
5.82%
297
5.77%
410
5.77%
—
—
27,392
112,099
112,483
Average interest rate for all
variable rate debt (1)
(1) Average interest rates at the end of each year presented.
2.20%
2.20%
3.70%
3.70%
3.70%
3.70%
—
—
61
(cid:11)(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:79)(cid:72)(cid:73)(cid:87)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:69)(cid:79)(cid:68)(cid:81)(cid:78)(cid:12)
62 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, 2013 and 2012
65
69
Consolidated Statements of Operations for the years ended December 31, 2013, 2012, and 2011 70
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012, and
2011
Consolidated Statements of Equity for the years ended December 31, 2013, 2012, and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Operations for the years ended December 31, 2013, 2012, and 2011
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012, and
2011
71
72
74
77
78
79
Consolidated Statements of Capital for the years ended December 31, 2013, 2012, and 2011 80
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2013
82
84
120
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.
63 (cid:11)(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:79)(cid:72)(cid:73)(cid:87)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:69)(cid:79)(cid:68)(cid:81)(cid:78)(cid:12)
64 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, 2013 and 2012, 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, 2013. 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, 2013 and 2012, and the results of their operations
and their cash flows for each of the years in the three-year period ended December 31, 2013, 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, 2013, based on criteria established
in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 19, 2014 expressed an unqualified opinion on the effectiveness of the
Company's internal control over financial reporting.
/s/ KPMG LLP
February 19, 2014
Jacksonville, Florida
Certified Public Accountants
65 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,
2013, based on criteria established in Internal Control - Integrated Framework (1992) 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, 2013, based on criteria established in Internal Control - Integrated Framework (1992) 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, 2013 and 2012, 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, 2013, and our report dated February 19, 2014 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
February 19, 2014
Jacksonville, Florida
Certified Public Accountants
66 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, 2013 and 2012, 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, 2013. 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, 2013 and 2012, and the results of their operations and
their cash flows for each of the years in the three-year period ended December 31, 2013, 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, 2013, based on criteria established in
Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 19, 2014 expressed an unqualified opinion on the effectiveness of the
Partnership's internal control over financial reporting.
/s/ KPMG LLP
February 19, 2014
Jacksonville, Florida
Certified Public Accountants
67 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, 2013,
based on criteria established in Internal Control - Integrated Framework (1992) 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, 2013, based on criteria established in Internal Control - Integrated Framework (1992) 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, 2013 and 2012, 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, 2013, and our report dated February 19, 2014 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
February 19, 2014
Jacksonville, Florida
Certified Public Accountants
68 REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2013 and 2012
(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 $3,922 and $3,915 at December 31, 2013 and
2012, respectively
Straight-line rent receivable, net of reserve of $547 and $870 at December 31, 2013 and 2012, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $73,231 and $69,224 at December 31, 2013 and 2012,
respectively
Acquired lease intangible assets, less accumulated amortization of $25,591 and $19,148 at December 31,
2013 and 2012, 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 $10,102 and $6,636 at December
31, 2013 and 2012, 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 Series 6 and 7
shares issued and outstanding at December 31, 2013 and December 31, 2012, with liquidation
preferences of $25 per share
Common stock $0.01 par value per share,150,000,000 shares authorized; 92,333,161 and 90,394,486
shares issued at December 31, 2013 and 2012, respectively
Treasury stock at cost, 373,042 and 335,347 shares held at December 31, 2013 and 2012, respectively
Additional paid in capital
Accumulated other comprehensive loss
Distributions in excess of net income
Total stockholders’ equity
Noncontrolling interests (note 11):
Exchangeable operating partnership units, aggregate redemption value of $7,676 and $8,348 at
December 31, 2013 and 2012, respectively
Limited partners’ interests in consolidated partnerships
Total noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
2013
2012
1,249,779
2,590,302
186,450
4,026,531
844,873
3,181,658
358,849
3,540,507
80,684
9,520
26,319
50,612
11,960
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
69,963
69,506
44,805
26,681
52,465
3,913,516
42,459
23,429
18,811
3,853,458
1,779,697
75,000
147,045
26,729
23,911
2,052,382
—
1,771,891
170,000
127,185
20,325
18,146
2,107,547
—
325,000
325,000
923
(16,726)
2,426,477
(17,404)
(874,916)
1,843,354
(1,426)
19,206
17,780
1,861,134
3,913,516
904
(14,924)
2,312,310
(57,715)
(834,810)
1,730,765
(1,153)
16,299
15,146
1,745,911
3,853,458
$
$
$
$
69
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2013, 2012, and 2011
(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 $1,643, $1,675, and $2,442 in 2013, 2012,
and 2011, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan, including unrealized
(gains) losses of $(2,231), $(888), and $567 in 2013, 2012, and 2011, respectively
(note 13)
Total other expense (income)
Income before equity in income of investments in real estate partnerships
Equity in income of investments in real estate partnerships (note 4)
Income from continuing operations before tax
Income tax expense of taxable REIT subsidiary
Income from continuing operations
Discontinued operations, net (note 3):
Operating income (loss)
Gain on sale of operating properties, net
Income (loss) 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 income (loss) attributable to common stockholders
Income (loss) per common share - basic (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
Income (loss) per common share - diluted (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
See accompanying notes to consolidated financial statements.
2013
2012
2011
353,833
3,583
106,494
25,097
489,007
130,630
71,018
61,234
53,726
8,079
324,687
108,966
6,000
32
340,940
3,323
103,155
26,511
473,929
119,008
66,687
61,700
52,911
7,187
307,493
112,129
20,316
852
332,027
2,989
101,453
33,980
470,449
120,803
68,501
56,117
52,039
6,516
303,976
123,645
12,466
—
(3,257)
111,741
(2,057)
131,240
206
136,317
52,579
31,718
84,297
—
84,297
7,332
57,953
65,285
149,582
1,703
151,285
—
(276)
(1,205)
(1,481)
149,804
(21,062)
128,742
0.69
0.71
1.40
0.69
0.71
1.40
35,196
23,807
59,003
13,224
45,779
(43,583)
21,855
(21,728)
24,051
2,158
26,209
629
(106)
(865)
(342)
25,867
(32,531)
(6,664)
0.16
(0.24)
(0.08)
0.16
(0.24)
(0.08)
30,156
9,643
39,799
2,994
36,805
10,637
5,942
16,579
53,384
2,404
55,788
(3,725)
(103)
(590)
(4,418)
51,370
(19,675)
31,695
0.16
0.19
0.35
0.16
0.19
0.35
$
$
$
$
$
$
70
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Net income
Other comprehensive income:
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:
2013
2012
2011
$
151,285
26,209
55,788
—
9,466
—
9,466
Effective portion of change in fair value of derivative instruments
30,985
4,220
Less: reclassification adjustment for change in fair value of derivative instruments
included in net income
Other comprehensive income
Comprehensive income
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
(33)
40,418
191,703
25
13,711
39,920
1,481
107
1,588
342
(3)
339
Comprehensive income attributable to the Company
$
190,115
39,581
See accompanying notes to consolidated financial statements.
—
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11
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65,273
4,418
29
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73
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
151,285
26,209
55,788
2013
2012
2011
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 of investments in real estate partnerships (note 4)
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
(Gain) loss on derivative instruments
Deferred compensation expense (income)
Realized and unrealized (gain) loss on trading securities held in trust (note 13)
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivable, net
Deferred leasing costs
Other assets (note 9)
Accounts payable and other liabilities (note 9 and 13)
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
Collection (issuance) of notes receivable
Investments in real estate partnerships (note 4)
Distributions received from investments in real estate partnerships
Dividends on trading securities held in trust
Acquisition of securities
Proceeds from sale securities
Cash flows from financing activities:
Net cash (used in) provided by 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
Contributions from (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 unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
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
$
134,454
12,339
(2,488)
12,191
(31,718)
(59,656)
6,000
32
—
45,377
(19)
3,294
(3,293)
(62)
(5,042)
(5,459)
(10,086)
(1,866)
(672)
6,120
250,731
(107,790)
(213,282)
212,632
27,354
(10,883)
87,111
194
(19,144)
13,991
(9,817)
99,753
—
34
—
—
1,514
(322)
—
(167,773)
(21,062)
—
82,000
(177,000)
36,350
(27,960)
(7,530)
(583)
(182,579)
58,335
22,349
80,684
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
(13)
—
(735)
(324)
(3,725)
(160,155)
(19,675)
(181,691)
455,000
(425,000)
1,940
(16,919)
(5,699)
(6,070)
(145,569)
(5,659)
17,061
11,402
74 REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,078, $3,686, and $1,480 in 2013,
2012, and 2011, 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.
2013
2012
2011
107,312
115,879
128,649
302
7,576
7,500
—
—
—
30,952
1,075
2,188
156
660
1,537
201
—
—
—
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
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
75 (This page left intentionally blank)
76 REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2013 and 2012
(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 $3,922 and $3,915 at December 31, 2013 and
2012, respectively
Straight-line rent receivable, net of reserve of $547 and $870 at December 31, 2013 and 2012, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $73,231 and $69,224 at December 31, 2013 and 2012,
respectively
Acquired lease intangible assets, less accumulated amortization of $25,591 and $19,148 at December 31,
2013 and 2012, 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 $10,102 and $6,636 at December
31, 2013 and 2012, 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):
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at
December 31, 2013 and 2012, respectively, liquidation preference of $25 per unit
General partner; 92,333,161 and 90,394,486 units outstanding at December 31, 2013 and 2012,
respectively
Limited partners; 165,796 and 177,164 units outstanding at December 31, 2013 and 2012,
respectively
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.
$
$
$
2013
2012
1,249,779
2,590,302
186,450
4,026,531
844,873
3,181,658
358,849
3,540,507
80,684
9,520
26,319
50,612
11,960
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
69,963
69,506
44,805
26,681
52,465
3,913,516
42,459
23,429
18,811
3,853,458
1,779,697
75,000
147,045
26,729
23,911
2,052,382
—
1,771,891
170,000
127,185
20,325
18,146
2,107,547
—
325,000
325,000
1,535,758
1,463,480
(1,426)
(17,404)
1,841,928
(1,153)
(57,715)
1,729,612
19,206
19,206
1,861,134
3,913,516
$
16,299
16,299
1,745,911
3,853,458
77
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2013, 2012, and 2011
(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 $1,643, $1,675, and $2,442 in 2013, 2012,
and 2011, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment (income) loss from deferred compensation plan, including unrealized
(gains) losses of $(2,231), $(888), and $567 in 2013, 2012, and 2011, respectively
(note 13)
Total other expense (income)
Income before equity in income of investments in real estate partnerships
Equity in income of investments in real estate partnerships (note 4)
Income from continuing operations before tax
Income tax expense of taxable REIT subsidiary
Income from continuing operations
Discontinued operations, net (note 3):
Operating income (loss)
Gain on sale of operating properties, net
Income (loss) 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 income (loss) attributable to common unit holders
Income (loss) per common unit - basic (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
Income (loss) per common unit - diluted (note 14):
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
See accompanying notes to consolidated financial statements.
2013
2012
2011
353,833
3,583
106,494
25,097
489,007
130,630
71,018
61,234
53,726
8,079
324,687
108,966
6,000
32
340,940
3,323
103,155
26,511
473,929
119,008
66,687
61,700
52,911
7,187
307,493
112,129
20,316
852
332,027
2,989
101,453
33,980
470,449
120,803
68,501
56,117
52,039
6,516
303,976
123,645
12,466
—
(3,257)
111,741
(2,057)
131,240
206
136,317
52,579
31,718
84,297
—
84,297
7,332
57,953
65,285
149,582
1,703
151,285
(1,205)
(1,205)
150,080
(21,062)
129,018
0.69
0.71
1.40
0.69
0.71
1.40
35,196
23,807
59,003
13,224
45,779
(43,583)
21,855
(21,728)
24,051
2,158
26,209
(865)
(865)
25,344
(31,902)
(6,558)
0.16
(0.24)
(0.08)
0.16
(0.24)
(0.08)
30,156
9,643
39,799
2,994
36,805
10,637
5,942
16,579
53,384
2,404
55,788
(590)
(590)
55,198
(23,400)
31,798
0.16
0.19
0.35
0.16
0.19
0.35
$
$
$
$
$
$
78
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Net income
Other comprehensive income:
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:
2013
2012
2011
$
151,285
26,209
55,788
—
9,466
—
9,466
Effective portion of change in fair value of derivative instruments
30,985
4,220
Less: reclassification adjustment for change in fair value of derivative instruments
included in net income
Other comprehensive income
Comprehensive income
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
(33)
40,418
191,703
25
13,711
39,920
1,205
32
1,237
865
(31)
834
—
9,467
11
7
9,485
65,273
590
9
599
Comprehensive income attributable to the Partnership
$
190,466
39,086
64,674
See accompanying notes to consolidated financial statements.
79 .
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81
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2013
2012
2011
$
151,285
26,209
55,788
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 of investments in real estate partnerships (note 4)
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 (note 13)
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivable, net
Deferred leasing costs
Other assets (note 9)
Accounts payable and other liabilities (note 9 and 13)
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
Collection (issuance) of notes receivable
Investments in real estate partnerships (note 4)
Distributions received from investments in real estate partnerships
Dividends on trading securities held in trust
Acquisition of securities
Proceeds from sale securities
Cash flows from financing activities:
Net cash (used in) provided by 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
Contributions from (distributions to) limited partners in consolidated partnerships, net
Distributions to partners
Distributions to preferred unit holders
Repayment of fixed rate unsecured notes
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
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
$
134,454
12,339
(2,488)
12,191
(31,718)
(59,656)
6,000
32
—
45,377
—
(19)
3,294
(3,293)
(62)
(5,042)
(5,459)
(10,086)
(1,866)
(672)
6,120
250,731
(107,790)
(213,282)
212,632
27,354
(10,883)
87,111
194
(19,144)
13,991
(9,817)
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)
99,753
21,542
215,369
—
34
—
—
1,514
(168,095)
(21,062)
—
82,000
(177,000)
36,350
(27,960)
(7,530)
(583)
(182,579)
58,335
22,349
80,684
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
(13)
—
(735)
(160,479)
(23,400)
(181,691)
455,000
(425,000)
1,940
(16,919)
(5,699)
(6,070)
(145,569)
(5,659)
17,061
11,402
82 REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,078, $3,686, and $1,480 in 2013,
2012, and 2011, 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.
2013
2012
2011
107,312
115,879
128,649
302
7,576
7,500
—
—
—
30,952
1,075
2,188
156
660
1,537
201
—
—
—
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
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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”). 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. As of December 31, 2013, the Parent Company, the Operating
Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) directly
owned 202 retail shopping centers and held partial interests in an additional 126 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. As of
December 31, 2013, the Parent Company owned approximately 99.8% or 92,333,161 of the 92,498,957
outstanding common Partnership Units of the Operating Partnership. 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
84 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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
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
85 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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
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 and Accounts Receivable
Leasing Revenue and Receivables
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, 2013, 2012, and 2011, the Company recorded the following
provisions for doubtful accounts (in thousands):
Gross provision for doubtful accounts
$
Amount included in discontinued operations
2013
2012
2011
1,841
53
3,006
58
3,166
354
The following table represents the components of accounts receivable, net of allowance for doubtful
accounts, as of December 31, 2013 and 2012 in the accompanying Consolidated Balance Sheets (in
thousands):
2013
2012
Tenant receivables
CAM and tax reimbursements
Other receivables
Less: allowance for doubtful accounts
Total accounts receivable, net
$
$
6,550
16,280
7,411
(3,922)
26,319
4,043
17,891
8,582
(3,915)
26,601
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,
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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
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.
Real Estate Sales
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, 2013, five 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.
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.
Management Services
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”,
87 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
which are recognized as services are rendered, when fees due are determinable, and collectibility is
reasonably assured.
(c)
Real Estate Investments
Capitalization and Depreciation
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.
Development Costs
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. 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 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,
2013 and 2012 in the accompanying Consolidated Balance Sheets (in thousands):
Construction in process
Land held for future development
Pre-development costs
Total properties in development
2013
2012
$
$
158,002
24,953
3,495
186,450
129,628
58,914
3,525
192,067
Construction in process represents developments where the Company (i) has not yet incurred at least
90% of the expected costs to complete and is less than 95% leased, or (ii) percent leased is less than
90% and the project features less than one year of anchor tenant operations, or (iii) the anchor tenant
has been open for less than two calendar years, or (iv) less than three years have passed since the
start of construction. Land held for future development represents projects not in construction, but
identified and available for future development when the market demand for a new shopping center
exists.
Pre-development costs represent the costs the Company incurs 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. As of December 31, 2013 and 2012, the
Company had refundable deposits of approximately $680,000 and $2.3 million, respectively,
included in pre-development costs. 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, 2013, 2012, and 2011, the Company expensed
pre-development costs of approximately $528,000, $1.5 million, and $241,000, respectively, in other
expenses in the accompanying Consolidated Statements of Operations.
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Acquisitions
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 categories:
(i) value of in-place leases, and (ii) above and below-market value of in-place leases.
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 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.
Held for Sale
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.
The Company generally considers assets to be held for sale when the transaction has been approved
by the appropriate level of management and there are no known significant contingencies relating to
the sale such that the sale of the property within one year is considered probable. It is not unusual
for real estate sales contracts to allow potential 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. The
Company must make a determination as to the point in time that it is probable that a sale will be
consummated. This generally occurs when a sales contract is executed with no contingencies and
the prospective buyer has significant funds at risk to ensure performance.
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
89 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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. 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, 2013 and 2012.
Discontinued Operations
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.
Impairment
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 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 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 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.
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.
90 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
During the years ended December 31, 2013, 2012, and 2011, the Company established the following
provisions for impairment (in thousands):
2013
2012
2011
Consolidated properties:
Gross provision for impairment
$
6,000
Amount included in discontinued operations
Investments in real estate partnerships:
Gross provision for impairment
—
—
74,816
54,500
15,883
3,417
—
4,580
Tax Basis
The net tax basis of the Company's real estate assets exceeds the book basis by approximately
$156.8 million and $247.6 million at December 31, 2013 and 2012, 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. As of December 31, 2013 and 2012, $9.5 million and $6.5 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. The following table represents the components of deferred costs, net of accumulated
amortization, as of December 31, 2013 and 2012 in the accompanying Consolidated Balance Sheets (in
thousands):
Deferred leasing costs, net
Deferred loan costs, net (1)
Total deferred costs, net
2013
2012
$
$
59,027
10,936
69,963
55,485
14,021
69,506
(1) Consist of initial direct and incremental costs associated with financing activities.
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
(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.
92 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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 (2010 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. 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
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
reportable segment based upon their similarities with regard to both the nature and economics of the centers,
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
On January 1, 2013, the Company adopted Financial Accounting Standards Board ("FASB") Accounting
Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11")
and ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These
new standards retain the existing offsetting models under U.S. GAAP but require new disclosure
requirements for derivatives, including bifurcated embedded derivatives, repurchase and reverse repurchase
agreements, and securities lending transactions that are either offset in the Consolidated Balance Sheets or
subject to an enforceable master netting arrangement or similar agreement. Retrospective application is
required. Although the Company does have master netting agreements, it does not have multiple derivatives
with the same counterparties subject to a single master netting agreement to offset, therefore no additional
disclosures are necessary.
On January 1, 2013, the Company adopted FASB ASU No. 2013-02, Comprehensive Income (Topic 220):
Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not
change the requirements for reporting net income or other comprehensive income. The ASU requires
enhanced disclosures around the amounts reclassified out of accumulated other comprehensive income by
component, which is disclosed in Note 11.
94 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
2.
Real Estate Investments
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired during the year ended
December 31, 2013 (in thousands):
Date
Purchased
Property Name
City/State
Property Type
Debt
Assumed,
Net of
Premiums
Purchase
Price
Intangible
Assets
Intangible
Liabilities
Contingent
Liabilities (1)
1/16/2013
Shops on Main
Schererville, IN
Development $
85
5/16/2013
Juanita Tate
Marketplace
Los Angeles,
CA
Development
5/30/2013
Preston Oaks
Dallas, TX
Operating
7/22/2013
Fontainebleau Square Miami, FL
Development
10/7/2013
Glen Gate
Glenview, IL
Development
10/16/2013
Fellsway Plaza
Medford, MA
Operating
10/24/2013
Shoppes on Riverside
Jacksonville, FL Development
12/27/2013
Holly Park
Raleigh, NC
Operating
1,100
27,000
17,092
14,950
42,500
3,500
33,900
Total property acquisitions
$
140,127
—
—
—
—
—
—
—
—
—
—
—
—
—
3,396
7,597
—
—
5,139
—
3,146
11,681
—
—
963
—
1,526
10,086
—
—
—
—
636
600
—
300
1,536
(1) These balances represent environmental loss contingencies, which were measured at fair value at the acquisition
date.
In addition, on March 20, 2013, the Company entered into a liquidation agreement with Macquarie Countrywide (US)
No. 2, LLC ("CQR") to redeem its 24.95% interest through dissolution of the Macquarie CountryWide-Regency III,
LLC (MCWR III) co-investment partnership through a DIK. The assets of the partnership were distributed as 100%
ownership interests to CQR and Regency after a selection process, as provided for by the agreement. Regency
selected one asset, Hilltop Village, which was recorded at the carrying value of the Company's equity investment in
MCWR III, net of deferred gain, on the date of dissolution of $7.6 million, including a $7.5 million mortgage assumed.
The following table provides a summary of shopping centers and land parcels acquired during the year ended
December 31, 2012 (in thousands):
Date
Purchased
2/3/2012
2/6/2012
Property Name
City/State
Property Type
Southpark at Cinco
Ranch
Katy, TX
Development $
South Bay Village
Torrance, CA
Development
5/31/2012
Shops at Erwin Mill
Durham, NC
6/21/2012
Grand Ridge Plaza
Issaquah, WA
(3)
(4)
Purchase
Price
13,009
15,600 (2)
5,763
20,000
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
Contingent
Liabilities (1)
—
—
—
—
—
—
12,810
2,346
—
—
—
144
—
—
—
—
8/31/2012
Balboa Mesa
Shopping Center
San Diego, CA
Operating
59,500
—
9,711
6,977
145
12/21/2012
Sandy Springs
Sandy Springs,
GA
Operating
12/27/2012
Uptown District
San Diego, CA
Operating
Total property acquisitions
35,250
81,115
17,657
—
2,761
5,833
$
230,237
30,467
20,651
1,386
1,154
9,661
60
4,058
4,263
(1) These balances represent environmental loss contingencies, which were measured at fair value at the acquisition
date.
(2) South Bay Village was acquired on February 6, 2012 through foreclosure of a $12.6 million notes receivable.
95 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
(3) 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.
(4) 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 $11.8 million related to the existing operating center, with the remaining balance
allocated to properties in development at the time of acquisition.
3.
Property Dispositions
Dispositions
The following table provides a summary of shopping centers and land out-parcels disposed of during the years ended
December 31, 2013, 2012, and 2011 ($ in thousands):
Proceeds from sale of real estate investments
Net gain on sale of properties
Number of operating properties sold
Number of land out-parcels sold
Percent interest sold
2013
2012
2011
$
$
212,632 (1)
(59,656)
352,707
(24,013)
86,233
(8,346)
12
10
100%
20
7
100%
(2)
(2)
8
8
100%
(3)
(1) One of the properties sold during 2013 was financed by the Company issuing a note receivable for the entire
purchase price, which was subsequently collected during 2013.
(2) 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. 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 its continuing cash flows as further
discussed in note 4. The remaining five operating properties sold met the definition of discontinued operations and are
included in income from discontinued operations in the Consolidated Statements of Operations.
(3) Includes one operating properties that did not meet the definition of discontinued operations as of December 31,
2011 due to the Company's continuing involvement. The remaining seven operating properties sold met the definition
of discontinued operations and are properly included in income from discontinued operations in the Consolidated
Statements of Operations.
The following table provides a summary of revenues and expenses from properties included in discontinued operations
for the years ended December 31, 2013, 2012, and 2011 (in thousands):
2013
2012
2011
Revenues
Operating expenses
Provision for impairment
$
Other expense (income)
Income tax expense (benefit) (1)
Operating income from discontinued operations $
14,924
7,592
—
—
—
7,332
26,413
15,514
54,500
—
(18)
(43,583)
37,679
23,520
3,416
—
106
10,637
(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. ("RRG"), 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.
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Dispositions - Investments in Unconsolidated Real Estate Partnerships
During the year ended December 31, 2013, the Company sold the portfolio of shopping centers owned by Regency
Retail Partners, LP (the "Fund") together with two adjacent operating property phases wholly-owned by the Company,
which are included above. The gain from sale of these properties is recognized within equity in income of investments
in real estate partnerships in the accompanying consolidated statements of operations. The Fund will be liquidated
following final distribution of proceeds.
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which primarily include five co-investment partners. Investments in
real estate partnerships as of December 31, 2013 consist of the following (in thousands):
Ownership
Total
Investment
Total Assets
of the
Partnership
Net Income
(Loss) of the
Partnership
The
Company's
Share of Net
Income
(Loss) of the
Partnership
GRI - Regency, LLC (GRIR) (1)
Macquarie CountryWide-Regency III, LLC (MCWR III) (1)(2)
Columbia Regency Retail Partners, LLC (Columbia I) (1)
Columbia Regency Partners II, LLC (Columbia II) (1)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal) (1)
Regency Retail Partners, LP (the Fund) (3)
US Regency Retail I, LLC (USAA) (1)
BRE Throne Holdings, LLC (BRET) (4)
Other investments in real estate partnerships
40.00% $
250,118
1,870,660
31,705
12,789
—%
20.00%
20.00%
30.00%
25.00%
20.00%
20.00%
—%
50.00%
—
16,735
8,797
16,678
15,576
1,793
1,391
—
—
204,759
295,829
103,805
159,255
9,325
118,865
—
47,761
177,101
213
8,605
6,290
2,198
1,300
9,234
2,387
4,499
4,619
53
1,727
1,274
662
332
7,749
487
4,499
2,146
Total investments in real estate partnerships
$
358,849
2,939,599
71,050
31,718
(1) 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 2013, the Company did not sell any properties to this real
estate partnership.
(2) As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was
complete effective March 20, 2013.
(3) On August 13, 2013, the Fund sold 100% of its interest in its entire portfolio of shopping centers to a third party.
The Fund will be dissolved following the final distribution of proceeds.
(4) On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership
and received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and an
early redemption premium. Regency no longer has any interest in the BRET partnership.
97 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands):
GRI - Regency, LLC (GRIR) (1)
Macquarie CountryWide-Regency III, LLC (MCWR III) (1)
Columbia Regency Retail Partners, LLC (Columbia I) (1)
Columbia Regency Partners II, LLC (Columbia II) (1)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal) (1)
Regency Retail Partners, LP (the Fund)
US Regency Retail I, LLC (USAA) (1)
BRE Throne Holdings, LLC (BRET) (2)
Other investments in real estate partnerships
Ownership
Total
Investment
Total Assets
of the
Partnership
Net Income
(Loss) of
the
Partnership
40.00%
$ 272,044
1,939,659
23,357
24.95%
20.00%
20.00%
30.00%
25.00%
20.00%
20.00%
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
(75)
42,399
1,467
2,021
2,160
407
1,484
2,211
3,833
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
Total investments in real estate partnerships
$ 442,927
3,434,954
79,264
23,807
(1) 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.
(2) 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. Regency does not provide leasing or management services for the
Portfolio after closing. 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.
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 $24.2 million, $25.4 million, and $29.0 million for the years ended
December 31, 2013, 2012, and 2011, respectively. The Company also received non-recurring transaction fees of $5.0
million for the year ended December 31, 2011.
As of December 31, 2013 and 2012, the summarized balance sheet 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
2013
2012
$
$
$
$
2,742,591
52,350
144,658
2,939,599
1,519,943
31,148
66,829
468,099
853,580
2,939,599
3,213,984
74,986
145,984
3,434,954
1,816,648
46,264
70,576
518,505
982,961
3,434,954
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in
real estate partnerships as of December 31, 2013 and 2012 (in thousands):
2013
2012
Capital - Regency
add: Preferred equity investment in BRET
add: Investment in Indian Springs at Woodlands, Ltd.
less: Impairment
less: Ownership percentage or Restricted Gain Method deferral
less: Net book equity in excess of purchase price
Investments in real estate partnerships
$
$
468,099
—
4,094
(5,880)
(29,261)
(78,203)
358,849
518,505
47,500
—
(5,880)
(38,995)
(78,203)
442,927
For the years ended December 31, 2013, 2012, and 2011, the revenues and expenses for the investments in real estate
partnerships, on a combined basis, are summarized as follows (in thousands):
2013
2012
2011
$
378,670
387,908
399,091
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
Provision for impairment
Early extinguishment of debt
Preferred return on equity investment
Other expense (income)
Total other expense (income)
Net income (loss) of the Partnership
The Company's share of net income (loss) of the
Partnership
$
$
125,363
55,423
7,385
45,451
1,725
235,347
95,505
(15,695)
—
(1,780)
(4,499)
(1,258)
72,273
71,050
31,718
128,946
55,394
7,549
46,395
3,521
241,805
104,694
(40,437)
3,775
967
(2,211)
51
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
99 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated co-
investment partnerships during the year ended December 31, 2013 (in thousands):
Date
Purchased
Property Name
City/State
Property
Type
Co-
investment
Partner
Ownership
%
Purchase
Price
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
7/23/2013
Shoppes of Burnt
Mills
Silver Spring,
MD
Operating
Columbia
II
20.00% $
13,600
$
13,600
7,496
7,496
8,438
8,438
332
332
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated co-
investment partnerships during the year ended December 31, 2012 (in thousands):
Date
Purchased
1/17/2012
Property Name
City/State
Property
Type
Co-
investment
Partner
Ownershi
p %
Purchase
Price
Lake Grove
Commons
Lake Grove,
NY
Operating
6/20/2012
Tysons CVS
Vienna, VA
Operating
GRIR
Other
40.00% $
50.00%
72,500
13,800
11/28/2012
Applewood
Village Shops
12/19/2012 Village Plaza
Wheat Ridge,
CO
Chapel Hill,
NC
Operating
Columbia
II
12/28/2012
Phillips Place
Charlotte, NC
Operating
Other
Dispositions
Operating
GRIR
40.00%
3,700
20.00%
50.00%
19,200
55,400
$
164,600
Debt
Assumed,
Net of
Premiums
31,813
—
—
—
44,500
76,313
Intangible
Assets
Intangible
Liabilities
5,397
—
363
2,242
—
8,002
4,342
—
34
686
—
5,062
The following table provides a summary of shopping centers and land out-parcels disposed of through our
unconsolidated co-investment partnerships during the years ended December 31, 2013, 2012, and 2011 (dollars in
thousands):
Proceeds from sale of real estate investments
Gain on sale of real estate
The Company's share of gain on sale of real estate
Number of operating properties sold
Number of land out-parcels sold
Percent interest sold
2013
2012
2011
$
$
$
145,295
15,695
3,847
15
3
100%
119,275
40,437
8,962
7
1
43,710
7,464
2,114
5
1
100%
100%
100 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Notes Payable
The Company’s proportionate share of notes payable of the investments in real estate partnerships was $534.1 million
and $597.4 million and at December 31, 2013 and 2012, respectively. The Company does not guarantee these loans.
As of December 31, 2013, scheduled principal repayments on notes payable of the investments in real estate
partnerships were as follows (in thousands):
Scheduled Principal Payments by Year:
2014
2015
2016
2017
2018
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total notes payable
$
$
Scheduled
Principal
Payments
Mortgage Loan
Maturities
Unsecured
Maturities
19,921
20,382
17,550
17,685
18,888
54,158
—
148,584
53,015
99,750
305,076
87,479
37,000
775,994
(1,015)
1,357,299
14,060
—
—
—
—
—
—
14,060
Total
86,996
120,132
322,626
105,164
55,888
830,152
(1,015)
1,519,943
Regency’s
Pro-Rata
Share
25,460
43,107
113,362
27,053
15,723
310,014
(579)
534,140
5.
Notes Receivable
The Company had notes receivable outstanding of $12.0 million and $23.8 million at December 31, 2013 and 2012,
respectively. The loans have fixed interest rates of 7.0% with maturity dates through January 2019 and are secured by
real estate held as collateral.
6.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles, net of accumulated amortization and accretion, as of
December 31, 2013 and 2012 (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
2013
2012
33,049
10,074
1,682
44,805
31,314
9,440
1,705
42,459
26,729
20,325
$
$
$
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles for
the years ended December 31, 2013, 2012, and 2011:
2013
2012
2011
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 (3)
Acquired lease intangible asset amortization
$
$
7,441
1,246
22
8,709
4,307
739
23
5,069
3,436
319
17
3,772
14.4
9.0
83.5
Acquired lease intangible liability accretion (2)(3) $
(1) Amounts are recorded as a reduction to minimum rent.
(2) Amounts are recorded as an increase to minimum rent.
(3) Above and below market ground lease amortization and accretion are recorded as an offset to other operating
expenses.
3,726
1,375
1,950
13.4
101 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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
2014
2015
2016
2017
2018
$
7,265
5,780
4,902
3,852
3,224
3,521
2,557
2,219
1,995
1,619
7.
Income Taxes
The following table summarizes the tax status of dividends paid on our common shares during the years ended
December 31, 2013, 2012, and 2011:
Dividend per share
Ordinary income
Capital gain
Return of capital
Qualified dividend income
2013
2012
2011
$
1.85
1.85
1.85
70%
6%
—%
24%
71%
1%
28%
—%
33%
1%
66%
—%
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, 2013, 2012, and 2011 (in thousands):
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit)
2013
2012
2011
$
$
—
—
—
97
13,727
13,824
283
2,422
2,705
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 for the years ended December 31, 2013, 2012,
and 2011 as follows (in thousands):
Income tax expense (benefit) from:
Continuing operations
Discontinued operations
Total income tax expense (benefit)
2013
2012
2011
$
$
—
—
—
13,224
600
13,824
2,994
(289)
2,705
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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, 2013, 2012, and 2011 as
follows (in thousands):
2013
2012
2011
Computed expected tax expense (benefit)
Increase (decrease) in income tax resulting from state taxes
Valuation allowance
All other items
Total income tax expense
Amounts attributable to discontinued operations
Amounts attributable to continuing operations
$
$
1,677
98
(1,511)
(264)
—
—
—
(2,099)
(122)
15,635
410
13,824
600
13,224
1,089
126
1,438
52
2,705
(289)
2,994
The following table represents the Company's net deferred tax assets recorded in other assets in the accompanying
Consolidated Balance Sheets as of December 31, 2013 and 2012 (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
$
$
2013
2012
8,314
3,273
4,295
2,184
2,019
488
887
21,460
(20,603)
857
537
320
857
—
8,116
5,667
4,507
2,637
1,033
838
435
23,233
(22,114)
1,119
519
600
1,119
—
During the years ended December 31, 2013 and 2012, the net change in the total valuation allowance was $1.5 million
and $15.6 million, respectfully. The Company has federal and state net operating loss carryforwards totaling $5.6
million, which expire between 2025 and 2033.
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. As of December 31, 2013, the cumulative
history of taxable losses and projected future taxable income within the TRS caused the Company to determine that it
is still more likely than not that the net deferred tax assets will not be realized. As a result, the deferred tax asset
continues to be fully reserved.
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
103 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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 2010 and
forward for the Company. The 2011 tax year is currently under audit by the IRS for both the Company's taxable REIT
subsidiary and the Operating Partnership.
8.
Notes Payable and Unsecured Credit Facilities
The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 21.0% of the
secured debt of the Operating Partnership. The Company’s debt outstanding as of December 31, 2013 and 2012
consists of the following (in thousands):
2013
2012
Notes payable:
Fixed rate mortgage loans
Variable rate mortgage loans (1)
Fixed rate unsecured loans
Total notes payable
Unsecured credit facilities:
Line
Term Loan
Total unsecured credit facilities
Total debt outstanding
$
$
444,245
37,100
1,298,352
1,779,697
—
75,000
75,000
1,854,697
461,914
12,041
1,297,936
1,771,891
70,000
100,000
170,000
1,941,891
(1) Interest rate swaps are in place to fix the interest rates on these variable rate mortgage loans. See note 9.
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, whereas, interest on unsecured public debt is payable semi-
annually.
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, 2013, management of the Company
believes it is in compliance with all financial covenants for its unsecured public debt.
As of December 31, 2013, the key terms of the Company's fixed rate notes payable are as follows:
Secured mortgage loans
Unsecured public debt
Fixed Interest Rates
Maturing
Through
2028
2021
Minimum
Maximum
3.30%
4.80%
8.40%
6.00%
Weighted
Average
6.12%
5.41%
As of December 31, 2013, the Company had two variable rate mortgage loans, each of which have an interest rate
swap effectively fixing their interest rates through the maturity of the loan (as discussed in note 9), with key terms as
follows ($ in thousands):
Balance
Maturity
Variable Interest Rate
$
9,000
9/1/2014
LIBOR plus 160 basis points
28,100
10/16/2020
LIBOR plus 150 basis points
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") and an unsecured term loan commitment (the
"Term Loan") under separate credit agreements, both with Wells Fargo Bank and a syndicate of other banks.
The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit
agreements, 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, 2013, management of the Company believes it is in compliance with all financial
covenants for the Line and Term Loan.
As of December 31, 2013, the key terms of the Line and Term Loan are as follows (dollars in thousands):
Total
Capacity
Remaining
Capacity
Line
$
Term Loan
800,000 (1) $
75,000 (5)
780,686 (2)
—
Maturity
9/4/2016
12/15/2016
Variable Interest Rate
Facility Fee
(3) LIBOR plus 117.5 basis points
LIBOR plus 145 basis points
(6)
22.5 basis points
(4)
—
(1) The Company has the ability to increase the Line through an accordion feature to $1.0 billion.
(2) Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters
of credit.
(3) Maturity is subject to a one-year extension at the Company's option.
(4) The facility fee is subject to an adjustment based on the higher of the Company's corporate credit ratings from
Moody's and S&P.
(5) The Company has the ability to increase the Term Loan up to an additional $150.0 million, subject to the provisions
of the Term Loan Agreement.
(6) Interest rate is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB.
As of December 31, 2013, scheduled principal payments and maturities on notes payable and unsecured credit
facilities were as follows (in thousands):
Scheduled Principal Payments and Maturities by Year:
2014
2015
2016
2017
2018
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total notes payable
$
$
Scheduled
Principal
Payments
Mortgage Loan
Maturities
Unsecured
Maturities (1)
7,094
5,747
5,487
4,881
4,156
17,005
—
44,370
15,538
62,435
21,661
84,812
57,358
190,298
4,873
436,975
150,000
350,000
75,000
400,000
—
400,000
(1,648)
1,373,352
Total
172,632
418,182
102,148
489,693
61,514
607,303
3,225
1,854,697
(1) Includes unsecured public debt and unsecured credit facilities.
105 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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, 2013 and 2012 (dollars in thousands):
Effective Date Maturity Date
Early
Termination
Date (1)
Notional
Amount
Bank Pays Variable
Rate of
Regency Pays
Fixed Rate of
2013
2012
Fair Value
Assets:
4/15/2014
4/15/2024
10/15/2014
$
75,000
3 Month LIBOR
2.087%
$
4/15/2014
4/15/2024
10/15/2014
50,000
3 Month LIBOR
2.088%
4/15/2014
4/15/2024
10/15/2014
60,000
3 Month LIBOR
4/15/2014
4/15/2024
10/15/2014
35,000
3 Month LIBOR
8/1/2015
8/1/2025
2/1/2016
75,000
3 Month LIBOR
8/1/2015
8/1/2025
2/1/2016
50,000
3 Month LIBOR
8/1/2015
8/1/2025
2/1/2016
50,000
3 Month LIBOR
2.864 %
2.873 %
2.479%
2.479%
2.479%
10/16/2013
10/16/2020
N/A
28,100
1 Month LIBOR
2.196 %
7,476
4,978
1,821
1,036
8,516
5,670
5,658
82
1,022
672
—
—
1,131
729
753
—
Other assets
Liabilities:
10/1/2011
9/1/2014
N/A
$
9,000
1 Month LIBOR
0.760%
$
$
35,237
4,307
(34)
(76)
Accounts payable and other liabilities
(76)
(1) Represents the date specified in the agreement for either optional or mandatory early termination which will result in
cash settlement.
(34)
$
These derivative financial instruments are all 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 Company has master netting agreements, however the Company
does not have multiple derivatives subject to a single master netting agreement with the same counterparties.
Therefore none are offset in the accompanying Consolidated Balance Sheet.
The Company has $150.0 million of unsecured long-term debt that matures in 2014 and $350.0 million of unsecured
long-term debt that matures in 2015. In order to mitigate the risk of interest rates rising before new unsecured
borrowings are obtained, the Company entered into seven forward-starting interest rate swaps for the same ten year
periods expected for the future borrowings. These swaps total $395.0 million of notional value, as shown above. The
Company will settle these swaps upon the early termination date, which is expected to coincide with the date new
unsecured borrowings are obtained, and will begin amortizing the gain or loss realized from the swap settlement over
the ten year period expected for the new borrowings; resulting in a modified effective interest rate on those
borrowings.
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 within interest expense.
106 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
The following table represents the effect of the derivative financial instruments on the accompanying consolidated
financial statements for the years ended December 31, 2013, 2012, and 2011 (in thousands):
Derivatives in
FASB
ASC Topic 815
Cash
Flow Hedging
Relationships:
Amount of Gain (Loss)
Recognized in Other
Comprehensive Loss on
Derivative (Effective
Portion)
Location of Gain
(Loss) Reclassified
from Accumulated
Other
Comprehensive
Loss into Income
(Effective Portion)
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss into
Income (Effective
Portion)
Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
2013
2012
2011
2013
2012
2011
Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
2013
2012
2011
Interest rate
swaps
$30,952
4,245
18
Interest expense
$(9,433)
(9,491)
(9,467)
Other expenses
$ —
—
(54)
As of December 31, 2013, the Company expects $12.9 million of deferred losses (gains) on derivative instruments
accumulated in other comprehensive income to be reclassified into earnings during the next 12 months, of which $9.0
million is related to previously settled swaps.
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 for the following as of
December 31, 2013 and 2012 (in thousands):
2013
2012
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Financial assets:
Notes receivable
Financial liabilities:
Notes payable
Unsecured credit facilities
$
$
$
11,960
11,600 $
23,751
23,700
1,779,697
75,000
1,936,400 $
75,400 $
1,771,891
170,000
2,000,000
170,200
The table above reflects carrying amounts in the accompanying Consolidated Balance Sheets under the indicated
captions. The above fair values represent the amounts that would be received to sell those assets or that would be paid
to transfer those liabilities in an orderly transaction between market participants as of December 31, 2013 and 2012.
These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if
any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the
Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including
expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs.
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 material fair value measurements are discussed with the Audit Committee
of the Board of Directors on a quarterly basis. As considerable judgment is often necessary to estimate the fair value
of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be
realized upon disposition of the financial instruments.
The following methods and assumptions were used to estimate the fair value of these financial instruments:
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 interest rates available for notes of the same terms and maturities, adjusted
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
for counter-party specific credit risk. The fair value of notes receivable was determined primarily using Level 3
inputs of the fair value hierarchy, which considered counter-party credit risk and loan to value ratio on the
underlying property securing the note receivable.
Notes Payable
The fair value of the Company's notes payable is estimated by discounting future cash flows of each instrument at
interest rates that reflect the current market rates available to the Company for debt of the same terms and
maturities. 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. The fair value of the notes
payable was determined using Level 2 inputs of the fair value hierarchy.
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 financial institutions. The fair value of the credit facilities was determined using Level
2 inputs of the fair value hierarchy.
As of December 31, 2013 and 2012, the following interest rates were used by the Company to estimate the fair
value of its financial instruments:
Notes receivable
Notes payable
Unsecured credit facilities
(b) Fair Value Measurements
2013
2012
Low
7.8%
3.0%
1.4%
High
7.8%
3.5%
1.4%
Low
7.0%
2.4%
1.6%
High
8.1%
3.3%
1.6%
The following financial instruments are 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.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives 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.
The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation
of its derivative positions and has determined that the credit valuation adjustments on the overall valuation adjustments
are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its
interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
108 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair
value on a recurring basis as of December 31, 2013 and 2012 (in thousands):
Fair Value Measurements as of December 31, 2013
Quoted Prices in
Active Markets
for Identical
Assets
Balance
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
26,681
35,237
61,918
26,681
—
26,681
—
35,237
35,237
—
—
—
(34)
—
(34)
—
Fair Value Measurements as of 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
—
4,307
4,307
(76)
—
(76)
—
—
—
—
$
$
$
$
$
$
Assets:
Trading securities held in trust
Interest rate derivatives
Total
Liabilities:
Interest rate derivatives
Assets:
Trading securities held in trust
Interest rate derivatives
Total
Liabilities:
Interest rate derivatives
The following table presents fair value measurements that were measured at fair value on a nonrecurring basis as of
December 31, 2013 and 2012 (in thousands):
Fair Value Measurements as of December 31, 2013
Quoted
Prices in
Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Assets:
Balance
(Level 1)
(Level 2)
(Level 3)
Long-lived asset held and used
Total
Losses
Operating property
$
4,686
—
—
4,686
(6,000)
Long-lived assets held and used are comprised primarily of real estate. During the year ended December 31, 2013, the
Company recognized a $6.0 million impairment on a single operating property as a result of an unoccupied anchor
declaring bankruptcy, and the inability of the Company, thus far, to re-lease the anchor space.
109 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Fair Value Measurements as of December 31, 2012
Quoted
Prices in
Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Assets:
Balance
(Level 1)
(Level 2)
(Level 3)
Long-lived asset held and used
Total
Losses(1)
Operating property
—
(1) Excludes impairments for properties sold during the year ended December 31, 2012.
49,673
—
$
49,673
(54,500)
The Company recognized a $54.5 million impairment loss related to two operating properties during the year ended
December 31, 2012. The majority of this impairment, $50.0 million, related to one operating property, which the
Company determined was more likely than not to be sold before the end of its previously estimated hold period, which
led to the impairment during the fourth quarter of 2012. The Company subsequently sold this property in May of
2013. 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 second quarter of 2012. The Company
subsequently sold this property in June of 2013.
Fair value for the long-lived assets held and used 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. Yield rates and growth
assumptions utilized in this approach are derived from property specific information, market transactions, and other
financial and industry data. The cap rate and discount rate are key 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, 2013
and 2012:
Overall cap rates
Rental growth rates
Discount rates
Terminal cap rates
2013
8.0%
0.0%
9.0%
8.5%
2012
Low
8.3%
(8.3)%
10.5%
8.8%
High
8.5%
2.5%
10.5%
8.8%
Changes in these inputs could result in a 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
Terms and conditions of the preferred stock outstanding as of December 31, 2013 and 2012 are summarized as
follows:
Preferred Stock Outstanding as of December 31, 2013 and 2012
Date of Issuance
Shares Issued and
Outstanding
Liquidation
Preference
Distribution Rate
Series 6
Series 7
2/16/2012
8/23/2012
10,000,000
$ 250,000,000
3,000,000
75,000,000
13,000,000
$ 325,000,000
6.625%
6.000%
Callable
By Company
2/16/2017
8/23/2017
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 5 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.
110 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Common Stock of the Parent Company
In August 2012, the Parent Company entered into at the market ("ATM") equity distribution agreements through
which it is permitted to offer and sell its common stock from time to time. Net proceeds would fund potential
acquisition opportunities, development and redevelopment activities, repay amounts outstanding under the credit
facilities and for general corporate purposes. Approximately $121.8 million of common stock was offered and
sold through this ATM equity program.
In August 2013, the Parent Company filed a prospectus supplement with respect to a new ATM equity offering
program, which ended the prior program established in August 2012. The August 2013 program has similar terms
and conditions as the August 2012 program, and authorizes the Parent Company to sell up to $200 million of
common stock. As of December 31, 2013, $198.4 million in common stock remained available for issuance under
this ATM equity program.
During the year ended December 31, 2013, the following shares were issued under the ATM equity program (in
thousands, except share data):
2013
2012
Shares issued
Weighted average price per share
Gross proceeds
Commissions
Issuance costs
$
$
$
$
1,899
53.35
101,342
1,521
68
443
49.70
22,007
331
134
Preferred Units of the Operating Partnership
Preferred units for the Parent Company are outstanding in relation to the Parent Company's preferred stock, as
discussed above.
Common Units of the Operating Partnership
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, 2013 and 2012, the Parent Company, as general partner, owned the following Partnership
Units outstanding (in thousands):
Partnership units owned by the general partner
Total partnership units outstanding
2013
2012
92,333
92,499
90,394
90,572
Percentage of partnership units owned by the general partner
99.8%
99.8%
Limited Partners
The Operating Partnership had 165,796 and 177,164 limited Partnership Units outstanding as of December 31,
2013 and 2012, respectively.
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. As
111
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
of December 31, 2013 and 2012, the noncontrolling interest in these consolidated partnerships was $19.2 million
and $16.3 million, respectively.
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, 2013 (in thousands):
Loss on
Settlement of
Derivative
Instruments
Fair Value of
Derivative
Instruments
Accumulated
Other
Comprehensive
Income (Loss)
Beginning balance as of December 31, 2012
Net gain on cash flow derivative instruments
Amounts reclassified from accumulated other
comprehensive income
Current period other comprehensive income, net
Ending balance as of December 31, 2013
$
$
(61,991)
—
9,449
9,449
(52,542)
4,276
30,878
(16)
30,862
35,138
(57,715)
30,878
9,433
40,311
(17,404)
The following represents amounts reclassified out of accumulated other comprehensive loss into income during
the years ended December 31, 2013, 2012, and 2011 (in thousands):
Accumulated Other
Comprehensive Loss
Component
Amount of Gain (Loss) Reclassified from Accumulated Other
Comprehensive Loss into Income
2013
2012
2011
Location of Gain
(Loss) Reclassified
from Accumulated
Other Comprehensive Loss
into Income
Interest rate swaps
$
(9,433)
(9,491)
(9,467)
Interest expense
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, 2013, 2012, and 2011 (in thousands):
Restricted stock (1)
Directors' fees paid in common stock (1)
Capitalized stock-based compensation (2)
$
Stock-based compensation, net of capitalization $
2013
2012
2011
14,141
238
(2,188)
12,191
11,526
259
(1,979)
9,806
10,659
269
(1,104)
9,824
(1) Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2) Includes compensation expense specifically identifiable to development and leasing activities.
The Company established its stock-based compensation plan (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 4.1 million shares in the form of the Parent Company's common stock or stock options. As of
December 31, 2013, there were 2.8 million shares available for grant under the Plan either through stock options or
restricted stock.
Stock Option Awards
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
112
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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.
The following table summarizes stock option activity during the year ended December 31, 2013:
Outstanding as of December 31, 2012
Less: Exercised (1)
Less: Forfeited
Less: Expired
Outstanding of of December 31, 2013
Vested and expected to vest as of December 31, 2013
Exercisable as of December 31, 2013
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value (in
thousands)
52.39
51.36
—
—
52.46
52.46
52.46
2.1 $
(1,664)
1.1 $
1.1 $
1.1 $
(1,822)
(1,822)
(1,822)
Number of
Options
315,924 $
20,000
—
—
295,924 $
295,924 $
295,924 $
(1) The Company issues new shares to fulfill option exercises from its authorized shares available. The total intrinsic
value of options exercised during the years ended December 31, 2013, 2012, and 2011 was approximately $141,000,
$92,000, and $130,000, respectively.
There were no stock options granted during the years ended December 31, 2013, 2012, or 2011.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and
retention. The terms of each restricted stock 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 are valued at fair 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 a 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. Since 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.
The following table summarizes non-vested restricted stock activity during the year ended December 31, 2013:
Number of Shares
Intrinsic Value (in
thousands)
Weighted Average
Grant Price
Non-vested as of December 31, 2012
Add: Time-based awards granted (1) (4)
Add: Performance-based awards granted (2) (4)
Add: Market-based awards granted (3) (4)
Less: Vested and Distributed (5)
Less: Forfeited
674,491
140,850
12,090
95,104
226,293
10,545
Non-vested as of December 31, 2013 (6)
685,697 $
31,748
$
$
$
$
$
50.69
49.63
56.32
50.75
42.31
113
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
(1) 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 are not dependent on future performance measures. Accordingly, if such
vesting criteria are not met, compensation cost previously recognized would be reversed.
(2) Performance-based awards are earned subject to future performance measurements. 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 generally 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.
(3) 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 value on the date of grant using a Monte Carlo simulation.
These awards are 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. The
significant assumptions underlying determination of fair values for market-based awards granted during the years
ended December 31, 2013, 2012, and 2011 were as follows:
Volatility
Risk free interest rate
2013
27.80%
0.42%
2012
48.80%
0.32%
2011
66.50%
0.98%
(4) The weighted-average grant price for restricted stock granted during the years ended December 31, 2013, 2012, and
2011 was $52.80, $39.44, and $41.81, respectively.
(5) The total intrinsic value of restricted stock vested during the years ended December 31, 2013, 2012, and 2011 was
$11.5 million, $6.6 million, and $7.5 million, respectively.
(6) As of December 31, 2013, there was $25.6 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 2016. The Company issues new restricted stock from its authorized shares available at the date of grant.
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, 2013. Additionally, an annual
profit sharing contribution is made, which vests over a three year period. Costs related to the matching portion of the
plan were $1.5 million, $1.4 million and $1.2 million for the years ended December 31, 2013, 2012, and 2011,
respectively. Costs related to the profit sharing contribution were $1.2 million, $1.1 million, and $1.1 million for the
years ended December 31, 2013, 2012, and 2011, 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. All contributions into the
participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.
114 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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. The participants' deferred compensation liability, exclusive of the shares of the Company's common
stock, is included within accounts payable and other liabilities in the accompanying Consolidated Balance Sheets and
was $26.1 million and $22.8 million as of December 31, 2013 and 2012, 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.
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 participant's deferred compensation liability
attributable to the participants' investments in shares of the Company's common stock are included, at cost, within
additional paid in capital 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. Changes in
participant account balances related to the Regency common stock fund are recorded directly within stockholders'
equity.
115 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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,
2013, 2012, and 2011, respectively (in thousands except per share data):
Numerator:
Continuing Operations
Income from continuing operations
Gain on sale of real estate
Less: income attributable to noncontrolling interests
Income from continuing operations attributable to the Company
Less: preferred stock dividends
Less: dividends paid on unvested restricted stock
Income from continuing operations attributable to common stockholders - basic
Add: dividends paid on Treasury Method restricted stock
2013
2012
2011
$
84,297
1,703
1,360
84,640
21,062
448
63,130
45
45,779
2,158
385
47,552
32,531
572
14,449
71
36,805
2,404
4,385
34,824
19,675
615
14,534
18
Income from continuing operations attributable to common stockholders -
diluted
63,175
14,520
14,552
Discontinued Operations
Income (loss) from discontinued operations
Less: income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to the Company
Net Income
65,285
(21,728)
16,579
121
(43)
33
65,164
(21,685)
16,546
Net income attributable to common stockholders - basic
Net income attributable to common stockholders - diluted
128,294
128,339
$
(7,236)
(7,165)
31,080
31,098
Denominator:
Weighted average common shares outstanding for basic EPS
Incremental shares to be issued under common stock options
Incremental shares to be issued under unvested restricted stock
Incremental shares under Forward Equity Offering
Weighted average common shares outstanding for diluted EPS
Income per common share – basic
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
Income per common share – diluted
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
91,383
89,630
87,825
2
24
—
—
39
—
—
10
424
91,409
89,669
88,259
$
$
$
$
0.69
0.71
1.40
0.69
0.71
1.40
0.16
(0.24)
(0.08)
0.16
(0.24)
(0.08)
0.16
0.19
0.35
0.16
0.19
0.35
Income 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,
2013, 2012, and 2011 were 171,886, 177,164, and 177,164, respectively.
116
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit for the periods ended December 31,
2013, 2012, and 2011 respectively (in thousands except per unit data):
Numerator:
Continuing Operations
Income from continuing operations
Gain on sale of real estate
Less: income attributable to noncontrolling interests
Income from continuing operations attributable to the Partnership
Less: preferred unit distributions
Less: dividends paid on unvested restricted units
Income from continuing operations attributable to common unit holders - basic
Add: dividends paid on Treasury Method restricted units
2013
2012
2011
$
84,297
1,703
1,084
84,916
21,062
448
63,406
45
45,779
2,158
908
47,029
31,902
572
14,555
71
36,805
2,404
557
38,652
23,400
615
14,637
18
Income from continuing operations attributable to common unit holders -
diluted
63,451
14,626
14,655
Discontinued Operations
Income (loss) from discontinued operations
Less: income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to the Partnership
Net Income
Net income attributable to common unit holders - basic
Net income attributable to common unit holders - diluted
Denominator:
Weighted average common units outstanding for basic EPU
Incremental units to be issued under common stock options
Incremental units to be issued under unvested restricted stock
Incremental units to be issued under Forward Equity Offering
Weighted average common units outstanding for diluted EPU
Income (loss) per common unit – basic
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
Income (loss) per common unit – diluted
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
65,285
(21,728)
16,579
121
(43)
33
65,164
(21,685)
16,546
128,570
128,615
$
(7,130)
(7,059)
31,183
31,201
91,555
89,808
88,002
2
24
—
—
39
—
—
10
424
91,581
89,847
88,436
$
$
$
$
0.69
0.71
1.40
0.69
0.71
1.40
0.16
(0.24)
(0.08)
0.16
(0.24)
(0.08)
0.16
0.19
0.35
0.16
0.19
0.35
117
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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, 2013, 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,
Future Minimum
Rents
2014
2015
2016
2017
2018
Thereafter
Total
$
$
344,464
324,227
288,315
244,639
198,298
1,013,349
2,413,292
The shopping centers' tenant base primarily includes 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 2023, 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 $8.5 million,
$9.1 million, and $9.2 million for the years ended December 31, 2013, 2012, and 2011, respectively. The following
table summarizes the future obligations under non-cancelable operating leases as of December 31, 2013 (in thousands):
Year Ending December 31,
Future
Obligations
2014
2015
2016
2017
2018
Thereafter
Total
$
$
7,797
7,456
6,906
5,164
4,064
115,073
146,460
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
118
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013
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, 2013 and 2012, the Company had $19.3 million and $20.8
million letters of credit outstanding, respectively.
17.
Summary of Quarterly Financial Data (Unaudited)
The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years
ended December 31, 2013 and 2012 and has been derived from the accompanying consolidated financial statements as
reclassified for discontinued operations (in thousands except per share and per unit data):
2013
Operating Data:
Revenues as originally reported
Reclassified to discontinued operations
Adjusted Revenues
Net income (loss) attributable to common stockholders
Net income attributable to exchangeable operating partnership units
Net income (loss) attributable to common unit holders
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
$
$
126,088
125,842
122,110
126,005
(5,710)
(3,535)
(1,793)
—
120,378
122,307
120,317
126,005
15,554
31,864
34,998
46,326
39
70
73
94
15,593
31,934
35,071
46,420
Net income (loss) attributable to common stock and unit holders per share and unit:
Basic
Diluted
2012
Operating Data:
Revenues as originally reported
Reclassified to discontinued operations
Adjusted Revenues
Net income (loss) attributable to common stockholders
Net income attributable to exchangeable operating partnership units
Net income (loss) attributable to common unit holders
$
$
$
$
$
$
Net income (loss) attributable to common stock and unit holders per share and unit:
Basic
Diluted
$
$
0.14
0.14
0.17
0.17
0.35
0.35
0.38
0.38
0.50
0.50
127,389
129,767
120,013
122,002
(6,863)
(6,354)
(6,253)
(5,772)
120,526
123,413
113,760
116,230
13,181
54
13,235
5,697
23
5,720
0.06
0.06
11,637
(37,179)
39
(10)
11,676
(37,189)
0.13
0.13
(0.41)
(0.41)
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126
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued
December 31, 2013
(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 $3.3 billion at December 31, 2013.
The changes in total real estate assets for the years ended December 31, 2013, 2012, and 2011 are as follows (in thousands):
Beginning balance
Acquired properties
Developments and improvements
Sale of properties
Provision for impairment
Ending balance
2013
2012
2011
$
$
3,909,912
143,992
180,374
(200,393)
(7,354)
4,026,531
4,101,912
220,340
141,807
(491,438)
(62,709)
3,909,912
3,989,154
149,774
70,789
(92,872)
(14,933)
4,101,912
The changes in accumulated depreciation for the years ended December 31, 2013, 2012, and 2011 are as follows (in thousands):
Beginning balance
Depreciation expense
Sale of properties
Provision for impairment
Ending balance
2013
2012
2011
$
$
782,749
99,883
(36,405)
(1,354)
844,873
791,619
104,087
(104,748)
(8,209)
782,749
700,878
107,932
(14,101)
(3,090)
791,619
See accompanying report of independent registered public accounting firm.
127 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 (1992), the Parent Company's management
concluded that its internal control over financial reporting was effective as of December 31, 2013.
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 2013 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
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 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.
128 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 (1992), the Operating
Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2013.
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 2013 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 our directors is incorporated herein by reference to our 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 the 2014 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 our 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 the 2014 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 our directors or executive officers is incorporated herein by reference to our 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 the 2014 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.
129
Item 11. Executive Compensation
Incorporated herein by reference to our 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 the 2014 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)
295,924
N/A
295,924
$
$
N/A
52.46
52.46
2,838,677
N/A
2,838,677
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 our 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 the 2014 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our 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 the 2014 Annual
Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our 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 the 2014 Annual
Meeting of Stockholders.
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2013 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:
130
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).
(i)
Amendment No. 1 to Equity Distribution Agreement (the "Wells Amendment") among the Company,
Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 6, 2013 (incorporated by
reference to Exhibit 1.2 to the Company's report on Form 8-K filed on August 6, 2013).
The Equity Distribution Agreements listed below are substantially identical in all material respects to the
Wells Agreement, as amended by the Wells Amendment, 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:
(ii)
(iii)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated dated August 10, 2012, as amended by Amendment No. 1 to
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated dated August 6, 2013; and
Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan
Securities LLC dated August 10, 2012, as amended by Amendment No. 1 to Equity Distribution
Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated
August 6, 2013.
(b)
Equity Distribution Agreement (the “Jefferies Agreement”) among the Company, Regency Centers, L.P. and
Jefferies LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.1 to the Company's report on
Form 8-K filed on August 6, 2013).
The Equity Distribution Agreement listed below is substantially identical in all material respects to the
Jefferies Agreement except for the identities of the parties, and has not been filed as an exhibit to the
Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:
(i)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and RBC Capital
Markets, LLC dated August 6, 2013.
131
3.
Articles of Incorporation and Bylaws
(a)
(b)
(c)
Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1
to the Company's Form 8-K filed on June 5, 2013).
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).
(d)
Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended.
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 Exhibits 3(c) and 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).
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).
132 ~(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)
~(g)
~(h)
~(i)
(j)
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).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 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 December 24, 2013).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by
and between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.2 of the Company's
Form 8-K filed on December 24, 2013).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by
and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's
Form 8-K filed on December 24, 2013).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by
and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the
Company's Form 8-K filed on December 24, 2013).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by
and between the Company and John S. Delatour (incorporated by reference to Exhibit 10.5 of the Company's
Form 8-K filed on December 24, 2013).
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by
and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the
Company's Form 8-K filed on December 24, 2013).
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).
(k)
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
(incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-
K filed on March 1, 2013).
Second Amendment to Term Loan Agreement dated as of December 19,
2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's
Form 10-K filed on March 1, 2013).
133 (l)
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).
(m)
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).
12.
Computation of ratios
12.1
Computation of Ratio of Combined Fixed Charges and Preference Dividends to Earnings
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.
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
134
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.
February 19, 2014
REGENCY CENTERS CORPORATION
By:
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
February 19, 2014
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
135 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.
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
February 19, 2014
/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 and 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
136 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
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 and Chief Executive Officer
DCT Industrial Trust
(1) Audit Committee
(2) Compensation Committee
(3) Investment Committee
(4) Nominating and Corporate Governance Committee
(5) Lead Director
(a) Committee Chairman
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)
Former 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.