XNYS:REG Regency Centers Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012
or
o
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)
 
59-3191743
DELAWARE (REGENCY CENTERS, L.P)
 
59-3429602
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
One Independent Drive, Suite 114
Jacksonville, Florida 32202
 
(904) 598-7000
(Address of principal executive offices) (zip code)
 
(Registrant's telephone number, including area code)
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  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o
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 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  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o
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
x
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
o
Regency Centers, L.P.:
Large accelerated filer
o
  
Accelerated filer
x
Non-accelerated filer
o
  
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation              YES  o    NO   x                    Regency Centers, L.P.              YES  o    NO  x
The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 89,930,097 as of April 30, 2012.
 





EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2012 of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company” or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of March 31, 2012, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership and the remaining limited Units are owned by investors. The Parent Company owns all of the Series 5 and 6 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 quarterly reports on Form 10-Q 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 13% 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, Series 5 and 6 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 5 and 6 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.




TABLE OF CONTENTS
 
 
 
Form 10-Q
Report Page
 
 
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
Regency Centers Corporation:
 
 
 
 
 
Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011
 
 
 
 
Consolidated Statements of Operations for the periods ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Changes in Equity for the three months ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011
 
 
 
Regency Centers, L.P.:
 
 
 
 
 
Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011
 
 
 
 
Consolidated Statements of Operations for the periods ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Changes in Capital for the three months ended March 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 
 
 
SIGNATURES
 
 
 
 
 
 





PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
March 31, 2012 and December 31, 2011
(in thousands, except share data)
 
 
2012
 
2011
Assets
 
(unaudited)
 
 
Real estate investments at cost:
 
 
 
 
Land
$
1,264,492

 
1,273,606

Buildings and improvements
 
2,608,756

 
2,604,229

Properties in development
 
250,342

 
224,077

 
 
4,123,590

 
4,101,912

Less: accumulated depreciation
 
813,187

 
791,619

 
 
3,310,403

 
3,310,293

Investments in real estate partnerships
 
395,933

 
386,882

Net real estate investments
 
3,706,336

 
3,697,175

Cash and cash equivalents
 
27,115

 
11,402

Restricted cash
 
6,406

 
6,050

Accounts receivable, net of allowance for doubtful accounts of $3,124 and $3,442 at March 31, 2012 and December 31, 2011, respectively
 
42,338

 
37,733

Straight-line rent receivable, net of reserve of $1,871 and $2,075 at March 31, 2012 and December 31, 2011, respectively
 
49,625

 
48,132

Notes receivable
 
23,883

 
35,784

Deferred costs, less accumulated amortization of $71,385 and $71,265 at March 31, 2012 and December 31, 2011, respectively
 
71,094

 
70,204

Acquired lease intangible assets, less accumulated amortization of $16,705 and $15,588 at March 31, 2012 and December 31, 2011, respectively
 
25,937

 
27,054

Trading securities held in trust, at fair value
 
23,411

 
21,713

Other assets
 
28,731

 
31,824

Total assets
$
4,004,876

 
3,987,071

Liabilities and Equity
 
 
 
 
Liabilities:
 
 
 
 
Notes payable
$
1,748,358

 
1,942,440

Unsecured credit facilities
 
275,000

 
40,000

Accounts payable and other liabilities
 
104,819

 
101,862

Derivative instruments, at fair value
 
59

 
37

Acquired lease intangible liabilities, less accumulated accretion of $5,143 and $4,750 at March 31, 2012 and December 31, 2011, respectively
 
12,269

 
12,662

Tenants’ security and escrow deposits and prepaid rent
 
19,757

 
20,416

Total liabilities
 
2,160,262

 
2,117,417

Commitments and contingencies (note 10)
 

 

Equity:
 
 
 
 
Stockholders’ equity:
 
 
 
 
Preferred stock, $0.01 par value per share, 32,000,000 shares authorized; 13,000,000 and 11,000,000 Series 3-6 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively, with liquidation preferences of $25 per share
 
325,000

 
275,000

Common stock $0.01 par value per share,150,000,000 shares authorized; 89,929,528 and 89,921,858 shares issued at March 31, 2012 and December 31, 2011, respectively
 
899

 
899

Treasury stock at cost, 315,867 and 338,714 shares held at March 31, 2012 and December 31, 2011, respectively
 
(14,222
)
 
(15,197
)
Additional paid in capital
 
2,280,781

 
2,281,817

Accumulated other comprehensive loss
 
(69,083
)
 
(71,429
)
Distributions in excess of net income
 
(690,845
)
 
(662,735
)
Total stockholders’ equity
 
1,832,530

 
1,808,355

Noncontrolling interests:
 
 
 
 
Series D preferred units, aggregate redemption value of $50,000 at December 31, 2011
 

 
49,158

Exchangeable operating partnership units, aggregate redemption value of $7,880 and $6,665 at March 31, 2012 and December 31, 2011, respectively
 
(990
)
 
(963
)
Limited partners’ interests in consolidated partnerships
 
13,074

 
13,104

Total noncontrolling interests
 
12,084

 
61,299

Total equity
 
1,844,614

 
1,869,654

Total liabilities and equity
$
4,004,876

 
3,987,071

See accompanying notes to consolidated financial statements.

1



REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the three months ended March 31, 2012 and 2011
(in thousands, except per share data)
(unaudited)

 
 
2012
 
2011
Revenues:
 
 
 
 
Minimum rent
$
92,365

 
87,173

Percentage rent
 
1,160

 
907

Recoveries from tenants and other income
 
26,714

 
28,390

Management, transaction, and other fees
 
7,150

 
7,858

Total revenues
 
127,389

 
124,328

Operating expenses:
 
 
 
 
Depreciation and amortization
 
32,841

 
34,499

Operating and maintenance
 
18,594

 
18,984

General and administrative
 
16,122

 
16,953

Real estate taxes
 
15,289

 
14,357

Other expenses
 
1,589

 
(321
)
Total operating expenses
 
84,435

 
84,472

Other expense (income):
 
 
 
 
Interest expense, net of interest income of $535 and $601 in 2012 and 2011, respectively
 
28,958

 
30,865

Gain on sale of real estate
 
(1,834
)
 

Net investment income from deferred compensation plan, including $1,224 and $643 of unrealized gains
 
(1,528
)
 
(745
)
Total other expense (income)
 
25,596

 
30,120

Income before equity in income (loss) of investments in real estate partnerships
 
17,358

 
9,736

Equity in income (loss) of investments in real estate partnerships
 
2,966

 
(2,725
)
Income from continuing operations
 
20,324

 
7,011

Discontinued operations, net:
 
 
 
 
Operating income
 
110

 
1,119

Gain on sale of operating properties, net
 
6,301

 

Income from discontinued operations
 
6,411

 
1,119

Net income
 
26,735

 
8,130

Noncontrolling interests:
 
 
 
 
Preferred units
 
629

 
(931
)
Exchangeable operating partnership units
 
(54
)
 
(13
)
Limited partners’ interests in consolidated partnerships
 
(192
)
 
(82
)
Loss (income) attributable to noncontrolling interests
 
383

 
(1,026
)
Net income attributable to controlling interests
 
27,118

 
7,104

Preferred stock dividends
 
(13,937
)
 
(4,919
)
Net income attributable to common stockholders
$
13,181

 
2,185

Income per common share - basic:
 
 
 
 
Continuing operations
$
0.07

 
0.01

Discontinued operations
 
0.07

 
0.01

Net income attributable to common stockholders
$
0.14

 
0.02

Income per common share - diluted:
 
 
 
 
Continuing operations
$
0.07

 
0.01

Discontinued operations
 
0.07

 
0.01

Net income attributable to common stockholders
$
0.14

 
0.02


See accompanying notes to consolidated financial statements.

2


REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the three months ended March 31, 2012 and 2011
(in thousands)
(unaudited)

 
 
2012
 
2011
Net income
$
26,735

 
8,130

Other comprehensive income (loss):
 
 
 
 
Loss on settlement of derivative instruments:
 
 
 
 
Amortization of loss on settlement of derivative instruments recognized in net income
 
2,367

 
2,367

Effective portion of change in fair value of derivative instruments:
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
(34
)
 

Less reclassification adjustment for change in fair value of derivative instruments included in net income
 
3

 

Other comprehensive income
 
2,336

 
2,367

Comprehensive income
 
29,071

 
10,497

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
Net (loss) income attributable to noncontrolling interests
 
(383
)
 
1,026

Other comprehensive (loss) income attributable to noncontrolling interests
 
(10
)
 
5

Comprehensive (loss) income attributable to noncontrolling interests
 
(393
)
 
1,031

Comprehensive income attributable to the Company
$
29,464

 
9,466


See accompanying notes to consolidated financial statements.


3




REGENCY CENTERS CORPORATION
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2012 and 2011 
(in thousands, except per share data)
(unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Preferred Units
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity

Balance at December 31, 2010
$
275,000

 
819

 
(16,175
)
 
2,039,612

 
(80,885
)
 
(533,194
)
 
1,685,177

 
49,158

 
(762
)
 
10,829

 
59,225

 
1,744,402

Net income
 

 

 

 

 

 
7,104

 
7,104

 
931

 
13

 
82

 
1,026

 
8,130

Other comprehensive income (loss)
 

 

 

 

 
2,362

 

 
2,362

 

 
5

 

 
5

 
2,367

Deferred compensation plan, net
 

 

 
(117
)
 
93

 

 

 
(24
)
 

 

 

 

 
(24
)
Amortization of restricted stock issued
 

 

 

 
3,288

 

 

 
3,288

 

 

 

 

 
3,288

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(1,895
)
 

 

 
(1,895
)
 

 

 

 

 
(1,895
)
Common stock issued for dividend reinvestment plan
 

 

 

 
287

 

 

 
287

 

 

 

 

 
287

Common stock issued for stock offerings, net of issuance costs
 

 
80

 

 
215,289

 

 

 
215,369

 

 

 

 

 
215,369

Contributions from partners
 

 

 

 

 

 

 

 

 

 
2,289

 
2,289

 
2,289

Distributions to partners
 

 

 

 

 

 

 

 

 

 
(292
)
 
(292
)
 
(292
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(4,919
)
 
(4,919
)
 
(931
)
 

 

 
(931
)
 
(5,850
)
Common stock/unit ($.4625 per share)
 

 

 

 

 

 
(37,517
)
 
(37,517
)
 

 
(82
)
 

 
(82
)
 
(37,599
)
Balance at March 31, 2011
$
275,000

 
899

 
(16,292
)
 
2,256,674

 
(78,523
)
 
(568,526
)
 
1,869,232

 
49,158

 
(826
)
 
12,908

 
61,240

 
1,930,472

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2011
$
275,000

 
899

 
(15,197
)
 
2,281,817

 
(71,429
)
 
(662,735
)
 
1,808,355

 
49,158

 
(963
)
 
13,104

 
61,299

 
1,869,654

Net income
 

 

 

 

 

 
27,118

 
27,118

 
(629
)
 
54

 
192

 
(383
)
 
26,735

Other comprehensive income (loss)
 

 

 

 

 
2,346

 

 
2,346

 

 
5

 
(15
)
 
(10
)
 
2,336

Deferred compensation plan, net
 

 

 
975

 
(975
)
 

 

 

 

 

 

 

 

Amortization of restricted stock issued
 

 

 

 
2,863

 

 

 
2,863

 

 

 

 

 
2,863

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(1,623
)
 

 

 
(1,623
)
 

 

 

 

 
(1,623
)
Common stock issued for dividend reinvestment plan
 

 

 

 
256

 

 

 
256

 

 

 

 

 
256

Redemption of preferred units
 

 

 

 

 

 

 

 
(48,125
)
 

 

 
(48,125
)
 
(48,125
)
Issuance of preferred stock, net of issuance costs
 
250,000

 

 

 
(8,550
)
 

 

 
241,450

 

 

 

 

 
241,450


4



REGENCY CENTERS CORPORATION
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2012 and 2011 
(in thousands, except per share data)
(unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Preferred Units
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity

Redemption of preferred stock
 
(200,000
)
 

 

 
6,993

 

 
(6,993
)
 
(200,000
)
 

 

 

 

 
(200,000
)
Contributions from partners
 

 

 

 

 

 

 

 

 

 
42

 
42

 
42

Distributions to partners
 

 

 

 

 

 

 

 

 

 
(249
)
 
(249
)
 
(249
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(6,944
)
 
(6,944
)
 
(404
)
 

 

 
(404
)
 
(7,348
)
Common stock/unit ($.4625 per share)
 

 

 

 

 

 
(41,291
)
 
(41,291
)
 

 
(86
)
 

 
(86
)
 
(41,377
)
Balance at March 31, 2012
$
325,000

 
899

 
(14,222
)
 
2,280,781

 
(69,083
)
 
(690,845
)
 
1,832,530

 

 
(990
)
 
13,074

 
12,084

 
1,844,614

See accompanying notes to consolidated financial statements.


5



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the three months ended March 31, 2012 and 2011
(in thousands)
(unaudited)
 
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
Net income
$
26,735

 
8,130

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
32,929

 
35,190

Amortization of deferred loan cost and debt premium
 
3,265

 
3,057

Accretion of above and below market lease intangibles, net
 
(220
)
 
(195
)
Stock-based compensation, net of capitalization
 
2,447

 
2,501

Equity in (income) loss of investments in real estate partnerships
 
(2,966
)
 
2,725

Net gain on sale of properties
 
(8,135
)
 

Distribution of earnings from operations of investments in real estate partnerships
 
8,556

 
12,735

Gain on derivative instruments
 
(8
)
 

Deferred compensation expense
 
1,477

 
1,293

Realized and unrealized gains on trading securities held in trust
 
(1,528
)
 
(752
)
Changes in assets and liabilities:
 
 
 
 
Restricted cash
 
(356
)
 
(180
)
Accounts receivable
 
(7,913
)
 
7,880

Straight-line rent receivables, net
 
(1,650
)
 
(1,574
)
Deferred leasing costs
 
(2,467
)
 
(3,272
)
Other assets
 
2,164

 
(393
)
Accounts payable and other liabilities
 
(8,526
)
 
(17,924
)
Tenants’ security and escrow deposits and prepaid rent
 
(598
)
 
86

Net cash provided by operating activities
 
43,206

 
49,307

Cash flows from investing activities:
 
 
 
 
Development of real estate including acquisition of land
 
(32,352
)
 
(13,135
)
Proceeds from sale of real estate investments
 
28,907

 
1,303

Issuance of notes receivable
 
(684
)
 

Investments in real estate partnerships
 
(14,380
)
 
(4,742
)
Distributions received from investments in real estate partnerships
 

 
9,988

Dividends on trading securities held in trust
 
29

 
51

Acquisition of trading securities held in trust
 
(8,392
)
 
(6,479
)
Proceeds from sale of trading securities held in trust
 
8,193

 
6,409

Net cash used in investing activities
 
(18,679
)
 
(6,605
)
Cash flows from financing activities:
 
 
 
 
Net proceeds from common stock issuance
 

 
215,369

Net proceeds from issuance of preferred stock
 
241,450

 

Redemption of preferred stock
 
(200,000
)
 

Proceeds from sale of treasury stock
 
339

 
615

Acquisition of treasury stock
 
(4
)
 

     Redemption of preferred partnership units
 
(48,125
)
 

Distributions to limited partners in consolidated partnerships, net
 
(249
)
 
(292
)
Distributions to exchangeable operating partnership unit holders
 
(86
)
 
(82
)
Distributions to preferred unit holders
 
(404
)
 
(931
)
Dividends paid to common stockholders
 
(41,035
)
 
(37,230
)
Dividends paid to preferred stockholders
 

 
(4,919
)
Repayment of fixed rate unsecured notes
 
(192,375
)
 
(161,691
)
Proceeds from unsecured credit facilities
 
235,000

 
175,000

Repayment of unsecured credit facilities
 
(150,000
)
 
(185,000
)
Proceeds from notes payable
 
150,000

 
829

Repayment of notes payable
 

 
(20
)
Scheduled principal payments
 
(1,725
)
 
(1,226
)
Payment of loan costs
 
(1,600
)
 

Net cash (used in) provided by financing activities
 
(8,814
)
 
422

Net increase in cash and cash equivalents
 
15,713

 
43,124

Cash and cash equivalents at beginning of the year
 
11,402

 
16,889

Cash and cash equivalents at end of the period
$
27,115

 
60,013






6



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the three months ended March 31, 2012, and 2011
(in thousands)
(unaudited)

 
 
2012
 
2011
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest (net of capitalized interest of $371 and $589 in 2012 and 2011, respectively)
$
25,854

 
30,992

Supplemental disclosure of non-cash transactions:
 
 
 
 
Preferred unit and stock distribution declared and not paid
$
6,944

6,364


Real estate acquired through elimination of note receivable
$
12,585

 

Change in fair value of derivative instruments
$
(31
)
 

Common stock issued for dividend reinvestment plan
$
256

 
287

Stock-based compensation capitalized
$
478

 
257

Contributions from limited partners in consolidated partnerships, net
$
42

 
2,289

Common stock issued for dividend reinvestment in trust
$
140

 
161

Contribution of stock awards into trust
$
381

 
639

Distribution of stock held in trust
$
1,191

 

See accompanying notes to consolidated financial statements.



7



REGENCY CENTERS, L.P.
Consolidated Balance Sheets
March 31, 2012 and December 31, 2011
(in thousands, except unit data)
    
 
 
2012
 
2011
Assets
 
(unaudited)
 
 
Real estate investments at cost:
 
 
 
 
Land
$
1,264,492

 
1,273,606

Buildings and improvements
 
2,608,756

 
2,604,229

Properties in development
 
250,342

 
224,077


 
4,123,590

 
4,101,912

Less: accumulated depreciation
 
813,187

 
791,619


 
3,310,403

 
3,310,293

Investments in real estate partnerships
 
395,933

 
386,882

Net real estate investments
 
3,706,336

 
3,697,175

Cash and cash equivalents
 
27,115

 
11,402

Restricted cash
 
6,406

 
6,050

Accounts receivable, net of allowance for doubtful accounts of $3,124 and $3,442 at March 31, 2012 and December 31, 2011, respectively
 
42,338

 
37,733

Straight-line rent receivable, net of reserve of $1,871 and $2,075 at March 31, 2012 and December 31, 2011, respectively
 
49,625

 
48,132

Notes receivable
 
23,883

 
35,784

Deferred costs, less accumulated amortization of $71,385 and $71,265 at March 31, 2012 and December 31, 2011, respectively
 
71,094

 
70,204

Acquired lease intangible assets, less accumulated amortization of $16,705 and $15,588 at March 31, 2012 and December 31, 2011, respectively
 
25,937

 
27,054

Trading securities held in trust, at fair value
 
23,411

 
21,713

Other assets
 
28,731

 
31,824

Total assets
$
4,004,876

 
3,987,071

Liabilities and Capital
 
 
 
 
Liabilities:
 
 
 
 
Notes payable
$
1,748,358

 
1,942,440

Unsecured credit facilities
 
275,000

 
40,000

Accounts payable and other liabilities
 
104,819

 
101,862

Derivative instruments, at fair value
 
59

 
37

Acquired lease intangible liabilities, less accumulated accretion of $5,143 and $4,750 at March 31, 2012 and December 31, 2011, respectively
 
12,269

 
12,662

Tenants’ security and escrow deposits and prepaid rent
 
19,757

 
20,416

Total liabilities
 
2,160,262

 
2,117,417

Commitments and contingencies (note 10)
 
 
 
 
Capital:
 
 
 
 
Partners’ capital:
 
 
 
 
Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2011
 

 
49,158

Preferred units of general partner, $0.01 par value per unit, 13,000,000 and 11,000,000 units issued and outstanding at March 31, 2012 and December 31, 2011, respectively, liquidation preference of $25 per unit
 
325,000

 
275,000

General partner; 89,929,528 and 89,921,858 units outstanding at March 31, 2012 and December 31, 2011, respectively
 
1,576,613

 
1,604,784

Limited partners; 177,164 units outstanding at March 31, 2012 and December 31, 2011
 
(990
)
 
(963
)
Accumulated other comprehensive loss
 
(69,083
)
 
(71,429
)
Total partners’ capital
 
1,831,540

 
1,856,550

Noncontrolling interests:
 
 
 
 
Limited partners’ interests in consolidated partnerships
 
13,074

 
13,104

Total noncontrolling interests
 
13,074

 
13,104

Total capital
 
1,844,614

 
1,869,654

Total liabilities and capital
$
4,004,876

 
3,987,071

See accompanying notes to consolidated financial statements.

8



REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the three months ended March 31, 2012 and 2011
(in thousands, except per unit data)
(unaudited)
 
 
2012
 
2011
Revenues:
 
 
 
 
Minimum rent
$
92,365

 
87,173

Percentage rent
 
1,160

 
907

Recoveries from tenants and other income
 
26,714

 
28,390

Management, transaction, and other fees
 
7,150

 
7,858

Total revenues
 
127,389

 
124,328

Operating expenses:
 
 
 
 
Depreciation and amortization
 
32,841

 
34,499

Operating and maintenance
 
18,594

 
18,984

General and administrative
 
16,122

 
16,953

Real estate taxes
 
15,289

 
14,357

Other expenses
 
1,589

 
(321
)
Total operating expenses
 
84,435

 
84,472

Other expense (income):
 
 
 
 
Interest expense, net of interest income of $535 and $601 in 2012 and 2011, respectively
 
28,958

 
30,865

Gain on sale of real estate
 
(1,834
)
 

Net investment income from deferred compensation plan, including $1,224 and $643 of unrealized gains
 
(1,528
)
 
(745
)
Total other expense (income)
 
25,596

 
30,120

Income before equity in income (loss) of investments in real estate partnerships
 
17,358

 
9,736

Equity in income (loss) of investments in real estate partnerships
 
2,966

 
(2,725
)
Income from continuing operations
 
20,324

 
7,011

Discontinued operations, net:
 
 
 
 
Operating income
 
110

 
1,119

Gain on sale of operating properties, net
 
6,301

 

Income from discontinued operations
 
6,411

 
1,119

Net income
 
26,735

 
8,130

Noncontrolling interests:
 
 
 
 
Limited partners’ interests in consolidated partnerships
 
(192
)
 
(82
)
Income attributable to noncontrolling interests
 
(192
)
 
(82
)
Net income attributable to controlling interests
 
26,543

 
8,048

Preferred unit distributions
 
(13,308
)
 
(5,850
)
Net income attributable to common unit holders
$
13,235

 
2,198

Income per common unit - basic:
 
 
 
 
Continuing operations
$
0.07

 
0.01

Discontinued operations
 
0.07

 
0.01

Net income attributable to common unit holders
$
0.14

 
0.02

Income per common unit - diluted:
 
 
 
 
Continuing operations
$
0.07

 
0.01

Discontinued operations
 
0.07

 
0.01

Net income attributable to common unit holders
$
0.14

 
0.02


See accompanying notes to consolidated financial statements.

9


REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the three months ended March 31, 2012 and 2011
(in thousands)
(unaudited)

 
 
2012
 
2011
Net income
$
26,735

 
8,130

Other comprehensive income (loss):
 
 
 
 
Loss on settlement of derivative instruments:
 
 
 
 
Amortization of loss on settlement of derivative instruments recognized in net income
 
2,367

 
2,367

Effective portion of change in fair value of derivative instruments:
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
(34
)
 

Less reclassification adjustment for change in fair value of derivative instruments included in net income
 
3

 

Other comprehensive income
 
2,336

 
2,367

Comprehensive income
 
29,071

 
10,497

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
Net income attributable to noncontrolling interests
 
192

 
82

Other comprehensive loss attributable to noncontrolling interests
 
(15
)
 

Comprehensive income attributable to noncontrolling interests
 
177

 
82

Comprehensive income attributable to the Partnership
$
28,894

 
10,415


See accompanying notes to consolidated financial statements.


10




REGENCY CENTERS, L.P.
Consolidated Statements of Changes in Capital
For the three months ended March 31, 2012, and 2011 
 (in thousands)
(unaudited)

 
 
Preferred
Units
 
General Partner
Preferred and
Common Units
 
Limited
Partners
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Partners’
Capital
 
Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships
 
Total
Capital
Balance at December 31, 2010
$
49,158

 
1,766,062

 
(762
)
 
(80,885
)
 
1,733,573

 
10,829

 
1,744,402

Net income
 
931

 
7,104

 
13

 

 
8,048

 
82

 
8,130

Other comprehensive income (loss)
 

 

 
5

 
2,362

 
2,367

 

 
2,367

Deferred compensation plan, net
 

 
(24
)
 

 

 
(24
)
 

 
(24
)
Contributions from partners
 

 

 

 

 

 
2,289

 
2,289

Distributions to partners
 

 
(37,517
)
 
(82
)
 

 
(37,599
)
 
(292
)
 
(37,891
)
Preferred unit distributions
 
(931
)
 
(4,919
)
 

 

 
(5,850
)
 

 
(5,850
)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
 

 
3,288

 

 

 
3,288

 

 
3,288

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 

 
213,761

 

 

 
213,761

 

 
213,761

Balance at March 31, 2011
$
49,158

 
1,947,755

 
(826
)
 
(78,523
)
 
1,917,564

 
12,908

 
1,930,472

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2011
$
49,158

 
1,879,784

 
(963
)
 
(71,429
)
 
1,856,550

 
13,104

 
1,869,654

Net income
 
(629
)
 
27,118

 
54

 

 
26,543

 
192

 
26,735

Other comprehensive income (loss)
 

 

 
5

 
2,346

 
2,351

 
(15
)
 
2,336

Contributions from partners
 

 

 

 

 

 
42

 
42

Distributions to partners
 

 
(41,291
)
 
(86
)
 

 
(41,377
)
 
(249
)
 
(41,626
)
Redemption of preferred units
 
(48,125
)
 
(200,000
)
 

 

 
(248,125
)
 

 
(248,125
)
Preferred unit distributions
 
(404
)
 
(6,944
)
 

 

 
(7,348
)
 

 
(7,348
)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
 

 
2,863

 

 

 
2,863

 

 
2,863

Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
 

 
241,450

 

 

 
241,450

 

 
241,450

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 

 
(1,367
)
 

 

 
(1,367
)
 

 
(1,367
)
Balance at March 31, 2012
$

 
1,901,613

 
(990
)
 
(69,083
)
 
1,831,540

 
13,074

 
1,844,614


See accompanying notes to consolidated financial statements.

11



REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the three months ended March 31, 2012, and 2011
(in thousands)
(unaudited)
 
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
Net income
$
26,735

 
8,130

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
32,929

 
35,190

Amortization of deferred loan cost and debt premium
 
3,265

 
3,057

Accretion of above and below market lease intangibles, net
 
(220
)
 
(195
)
Stock-based compensation, net of capitalization
 
2,447

 
2,501

Equity in (income) loss of investments in real estate partnerships
 
(2,966
)
 
2,725

Net gain on sale of properties
 
(8,135
)
 

Distribution of earnings from operations of investments in real estate partnerships
 
8,556

 
12,735

Gain on derivative instruments
 
(8
)
 

Deferred compensation expense
 
1,477

 
1,293

Realized and unrealized gains on trading securities held in trust
 
(1,528
)
 
(752
)
Changes in assets and liabilities:
 
 
 
 
Restricted cash
 
(356
)
 
(180
)
Accounts receivable
 
(7,913
)
 
7,880

Straight-line rent receivables, net
 
(1,650
)
 
(1,574
)
Deferred leasing costs
 
(2,467
)
 
(3,272
)
Other assets
 
2,164

 
(393
)
Accounts payable and other liabilities
 
(8,526
)
 
(17,924
)
Tenants’ security and escrow deposits and prepaid rent
 
(598
)
 
86

Net cash provided by operating activities
 
43,206

 
49,307

Cash flows from investing activities:
 
 
 
 
Development of real estate including acquisition of land
 
(32,352
)
 
(13,135
)
Proceeds from sale of real estate investments
 
28,907

 
1,303

Issuance of notes receivable
 
(684
)
 

Investments in real estate partnerships
 
(14,380
)
 
(4,742
)
Distributions received from investments in real estate partnerships
 

 
9,988

Dividends on trading securities held in trust
 
29

 
51

Acquisition of trading securities held in trust
 
(8,392
)
 
(6,479
)
Proceeds from sale of trading securities held in trust
 
8,193

 
6,409

Net cash used in investing activities
 
(18,679
)
 
(6,605
)
Cash flows from financing activities:
 
 
 
 
Net proceeds from common units issued as a result of common stock issued by Parent Company
 

 
215,369

Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company
 
241,450

 

Proceeds from sale of treasury stock
 
339

 
615

Acquisition of treasury stock
 
(4
)
 

Redemption of preferred partnership units
 
(248,125
)
 

Distributions to limited partners in consolidated partnerships, net
 
(249
)
 
(292
)
Distributions to partners
 
(41,121
)
 
(37,312
)
Distributions to preferred unit holders
 
(404
)
 
(5,850
)
Repayment of fixed rate unsecured notes
 
(192,375
)
 
(161,691
)
Proceeds from line of credit
 
235,000

 
175,000

Repayment of line of credit
 
(150,000
)
 
(185,000
)
Proceeds from notes payable
 
150,000

 
829

Repayment of notes payable
 

 
(20
)
Scheduled principal payments
 
(1,725
)
 
(1,226
)
Payment of loan costs
 
(1,600
)
 

Net cash (used in) provided by financing activities
 
(8,814
)
 
422

Net increase in cash and cash equivalents
 
15,713

 
43,124

Cash and cash equivalents at beginning of the year
 
11,402

 
16,889

Cash and cash equivalents at end of the period
$
27,115

 
60,013


12




REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the three months ended March 31, 2012, and 2011
(in thousands)
(unaudited)
 
 
2012
 
2011
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest (net of capitalized interest of $371 and $589 in 2012 and 2011, respectively)
$
25,854

 
30,992

Supplemental disclosure of non-cash transactions:
 
 
 
 
Preferred unit and stock distribution declared and not paid
 
6,944

 

Real estate acquired through elimination of note receivable
$
12,585

 

Change in fair value of derivative instruments
$
(31
)
 

Common stock issued by Parent Company for dividend reinvestment plan
$
256

 
287

Stock-based compensation capitalized
$
478

 
257

Contributions from limited partners in consolidated partnerships, net
$
42

 
2,289

Common stock issued for dividend reinvestment in trust
$
140

 
161

Contribution of stock awards into trust
$