SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K | ||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15, 2014
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 001-12298 | 59-3191743 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Independent Drive, Suite 114 Jacksonville, Florida | 32202 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number including area code: (904) 598-7000 | ||
Not Applicable | ||
(Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosures
On December 15, 2014, Regency Centers Corporation (the “Company”) issued a press release, which is attached as Exhibit 99.1, that announced certain components of its earnings guidance for 2015 and updated its previously announced 2014 earnings guidance. The press release also references a complete listing of guidance components posted on the Company’s investor relations website.
The information in this report, including the referenced presentation materials, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.
Forward-Looking Statements
Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
Item 9.01 Financial Statements and Exhibits
Exhibits: 99.1 | Press release issued December 15, 2014 |
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SIGNATURES
Pursuant to the requirements 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.
December 15, 2014 | REGENCY CENTERS CORPORATION | |
/s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) | ||
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Exhibit 99.1
Regency Centers Introduces 2015 and Updates 2014 Earnings Guidance
JACKSONVILLE, Fla. (December 15, 2014) - Regency Centers Corporation (“Regency” or the “Company”) today announced initial full-year 2015 and updated 2014 earnings guidance. Selected items are listed herein and a complete listing of guidance components is included on the Company’s website at investors.regencycenters.com.
Initial Full-Year 2015 Guidance
Core Funds From Operations (“Core FFO”) per diluted share | $2.91 - $2.97 |
Funds From Operations (“FFO”) per diluted share | $2.89 - $2.95 |
Same property Net Operating Income (“SPNOI”) Growth excluding termination fees (pro-rata) | 3.0% - 4.0% |
Updated Full-Year 2014 Guidance
Previous Guidance | Updated Guidance | |
Core FFO per diluted share | $2.80 - $2.83 | $2.81 - $2.83 |
FFO per diluted share | $2.80 - $2.83 | $2.88 - $2.91 |
SPNOI Growth excluding termination fees (pro-rata) | 3.5% - 3.8% | 3.9% - 4.1% |
As previously disclosed, Regency acquired shares of AmREIT, Inc. (”AmREIT”) common stock for a total investment of $14.3 million. Subsequent to AmREIT’s announcement on October 31, 2014 that it had entered into a definitive agreement to be acquired by Edens Investment Trust, Regency liquidated its equity position in AmREIT, which, after associated pursuit costs, resulted in a net gain of approximately $6.0 million. The Company has reflected this gain in its update to full year 2014 FFO guidance. Due to the one-time nature of this transaction, the net gain is not included in the Company’s update to full year 2014 Core FFO guidance.
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Reconciliation of Net Income attributable to Common Stockholders to FFO and Core FFO
Full Year | Full Year | |||||||||||
FFO and Core FFO Guidance: | 2014 | 2015 | ||||||||||
Net income attributable to common stockholders | $ | 1.50 | 1.53 | $ | 0.92 | 0.98 | ||||||
Adjustments to reconcile net income to FFO: | ||||||||||||
Depreciation and amortization | 1.99 | 1.99 | 1.97 | 1.97 | ||||||||
Gain on sale of operating properties, net of tax | (0.61 | ) | (0.61 | ) | — | — | ||||||
All other amounts | — | — | — | — | ||||||||
Funds From Operations | $ | 2.88 | 2.91 | $ | 2.89 | 2.95 | ||||||
Adjustments to reconcile FFO to Core FFO: | ||||||||||||
Development and acquisition pursuit costs | 0.03 | 0.03 | 0.02 | 0.02 | ||||||||
Gain on sale of land | (0.04 | ) | (0.04 | ) | — | — | ||||||
Gain on sale of AmREIT, net of costs | (0.06 | ) | (0.06 | ) | — | — | ||||||
All other non-core amounts | — | (0.01 | ) | — | — | |||||||
Core Funds From Operations | $ | 2.81 | 2.83 | $ | 2.91 | 2.97 | ||||||
About Regency Centers Corporation (NYSE: REG)
With more than 50 years of experience, Regency is the preeminent national owner, operator and developer of high-quality, grocery-anchored neighborhood and community shopping centers. The Company’s portfolio of 326 retail properties encompasses over 43.6 million square feet located in top markets throughout the United States, including co-investment partnerships. Regency has developed 218 shopping centers since 2000, representing an investment at completion of more than $3 billion. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.
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Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
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