UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 9, 2010
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 9, 2010 Regency Centers Corporation (“Regency”) affirmed 2010 earnings guidance, updated metrics for 2010 guidance, and provided full year 2011 guidance, which is attached as Exhibit 99.1.
On December 9, 2010 Regency posted on its website at www.regencycenters.com the REG Investor and Analyst Day Presentation of which an excerpt is attached as Exhibit 99.2.
The information in this item 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.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit 99.1 | Press release relating to guidance issued by Regency on December 9, 2010. | |
| Exhibit 99.2 | Excerpt from REG Investor and Analyst Day Presentation posted on Regency’s website on December 9, 2010. | |
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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 hereunto duly authorized.
| REGENCY CENTERS CORPORATION | ||||
| (registrant) | ||||
| Date: December 9, 2010 | By: | /S/ J. CHRISTIAN LEAVITT | ||
| J. Christian Leavitt, Senior Vice President, | ||||
| Finance and Principal Accounting Officer | ||||
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Exhibit 99.1
Regency Centers Corporation
Press Release
| www.RegencyCenters.com | CONTACT: LISA PALMER | |
| (904) 598-7636 |
REGENCY CENTERS ANNOUNCES 2011 GUIDANCE
Jacksonville, Fla. (December 9, 2010) — Regency Centers Corporation (NYSE: REG) today affirmed 2010 earnings guidance and updated 2010 guidance for the following metrics: same property percent leased at period end, same property NOI growth, and rental rate growth. The Company also provided full year 2011 guidance. Details of this guidance have been filed in a Form 8-K with the Securities and Exchange Commission. Full details are accessible on the Investor Relations Home page of the Company’s corporate website (www.regencycenters.com) under the Quick Links section.
Regency Centers Corporation (NYSE: REG)
Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. At September 30, 2010, the Company owned 399 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 53.1 million square feet located in top markets throughout the United States. Since 2000 Regency has developed 201 shopping centers, including those currently in-process, representing an investment at completion of $3.0 billion. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.
###
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.
Exhibit 99.2
[Slide 1, page 55 of the “REG Investor and Analyst Day Presentation”]
Strategic Objectives: Grow Shareholder Value
Result of Achieving Strategic Objectives
| • | Generate per share earnings and NAV growth |
| • | 2011: expected to be in the range of 2010 |
| • | 2011-2014: 5%-7% |
| • | Harvest embedded growth in NOI by achieving 95% occupancy |
| • | Ramp up development program |
| • | Continue to execute capital recycling strategy |
| • | Future: 4.5%-5.5% |
| • | Sustain 2.5%-3.0% NOI growth from even higher quality portfolio |
| • | Invest $150-$200 million per year in developments |
| • | Strong balance sheet |
| • | Exceptional and engaged management team |
| • | Total shareholder return in excess of peer average |
[Slide 2, pages 57 through 61 of the “REG Investor and Analyst Day Presentation”]
2011 Guidance
| 2010E | 2011E | |||||||||||
| Recurring FFO/Share |
$2.35 | - | $2.40 | $2.30 | - | $2.45 | ||||||
| FFO/Share |
$2.25 | - | $2.30 | $2.28 | - | $2.48 | ||||||
| Same property percent leased at period end |
92.5% | - | 93.0% | 92.0% | - | 93.5% | ||||||
| Same property NOI growth |
1.0% | - | 1.5% | (1.0)% | - | 1.5% | ||||||
| Same property NOI growth - excluding term fees |
(0.2)% | - | 0.3% | 0.0% | - | 2.5% | ||||||
| Development NOI |
$37,250 | $42,000 | - | $43,000 | ||||||||
| Total NOI growth - excluding acquisitions |
$10,650 | - | $12,500 | $9,400 | - | $12,500 | ||||||
| Rental rate growth |
(2.0)% | - | 0% | (6.0)% | - | (1.0)% | ||||||
| Acquistions - pro rata |
$25,125 | - | $94,750 | $100,000 | - | $200,000 | ||||||
| Acquistions - cap rate |
6.5% | - | 7.0% | 6.0% | - | 7.0% | ||||||
| Dispositions - pro rata |
$40,000 | - | $75,000 | $100,000 | - | $200,000 | ||||||
| Dispositions - cap rate |
8.5% | - | 9.0% | 8.0% | - | 9.0% | ||||||
| Development starts |
$0 | - | $10,000 | $25,000 | - | $75,000 | ||||||
| Development stabilizations - net costs |
$300,000 | - | $310,000 | $200,000 | - | $250,000 | ||||||
| NOI yield on stabilizations (net development costs) |
7.7% | - | 8.0% | 6.6% | - | 7.2% | ||||||
| Completion yield on stabilizations (net development costs) |
5.7% | - | 6.0% | 4.6% | - | 5.3% | ||||||
| Capitalized interest on stabilizations |
$600 | - | $950 | $0 | ||||||||
| Net interest expense |
$129,400 | $120,000 | - | $121,000 | ||||||||
| Capitalized interest |
$5,200 | $1,500 | - | $2,500 | ||||||||
| Recurring net G&A |
$57,500 | - | $59,000 | $57,500 | - | $60,000 | ||||||
| Recurring 3rd party fees and commissions |
$25,000 | - | $27,000 | $25,500 | - | $27,500 | ||||||
| Transaction profits net of taxes, acquisition costs and dead deal costs |
$0 | - | $1,000 | ($1,750) | - | $3,750 | ||||||
| * | $000s except per share numbers |
[Slide 3, page 62 of the “REG Investor and Analyst Day Presentation”]
2011 Guidance Reconciliation
| 2010 Recurring Range |
$ | 2.35 | $ | 2.40 | ||||
| NOI* |
||||||||
| Same store NOI |
(0.04 | ) | 0.06 | |||||
| Non same store NOI |
0.01 | 0.01 | ||||||
| Development NOI |
0.06 | 0.07 | ||||||
| 2011 Net New Investment NOI |
(0.02 | ) | (0.01 | ) | ||||
| NOI subtotal* |
0.01 | 0.13 | ||||||
| Recurring net G&A |
0.00 | 0.00 | ||||||
| Change in interest expense |
0.10 | 0.11 | ||||||
| Recurring fees |
0.00 | 0.00 | ||||||
| Before weighted average shares |
$ | 2.46 | $ | 2.64 | ||||
| Impact from change in weighted average shares |
(0.16 | ) | (0.19 | ) | ||||
| 2011 Recurring FFO |
$ | 2.30 | $ | 2.45 | ||||
| * | Wholly owned and Regency’s pro rata share of co-investment partnerships |
[Slide 4, page 63 of the “REG Investor and Analyst Day Presentation”]
Strategic Objectives: the Roadmap to Growth
Annual Average Per Share Growth
| 2012-2014 | Future | Assumptions | ||||||||
| Contribution from… |
||||||||||
| Net Operating Income (NOI) |
5.5% - 7.5 | % | 4% - 5 | % | Pro-rata NOI; growth in 2012-2014 averaging 3.5%-4%; Future growth at 2.5% - 3% | |||||
| Acquisitions |
3.5 | % | 3 | % | $125 million/yr @ 6.5% cap rate | |||||
| Dispositions |
(4.5 | %) | (4 | %) | $125 million/yr @ 8.5% cap rate | |||||
| New Developments |
2 | % | 5 | % | Ramp up development program from $25-$75 million in 2011, stabilizing at $150 million by 2015 | |||||
| Net New NOI |
1 | % | 4 | % | ||||||
| G&A |
(1.0 | %) | (0.5 | %) | ||||||
| Financing Costs |
(0.5 | %) | (3 | %) | Future new development financed with $50 million free and clear cash flow and remainder 60% equity/40% debt | |||||
| Annual FFO per Share Growth |
5% - 7 | % | 4.5% - 5.5 | % | ||||||
[Slide 5, page 65 of the “REG Investor and Analyst Day Presentation”]
Reconciliation of FFO and Recurring FFO Guidance to Net Income
December 31, 2010 and 2011
All numbers are per share except weighted average shares
| Funds From Operations Guidance: |
Full Year 2010 | Full Year 2011 | ||||||||||||||
| Net income attributable to common stockholders |
$ | 0.31 | $ | 0.36 | $ | 0.44 | $ | 0.64 | ||||||||
| Adjustments to reconcile net income to FFO: |
||||||||||||||||
| Depreciation expense and amortization |
2.04 | 2.04 | 1.84 | 1.84 | ||||||||||||
| Loss (gain) on sale of operating properties |
(0.10 | ) | (0.10 | ) | — | — | ||||||||||
| Funds From Operations |
$ | 2.25 | 2.30 | $ | 2.28 | 2.48 | ||||||||||
| Adjustments to reconcile FFO to Recurring FFO: |
||||||||||||||||
| All non-recurring items as defined below |
0.10 | 0.10 | 0.02 | (0.03 | ) | |||||||||||
| Recurring Funds From Operations |
$ | 2.35 | 2.40 | $ | 2.30 | 2.45 | ||||||||||
| Weighted average shares (000’s) |
83,148 | 89,823 | ||||||||||||||
Regency considers FFO to be an accurate benchmark to its peer group and a meaningful performance measurement for the company because it excludes various items in net income that do not relate to or are not indicative of the operating performance of the ownership, management and development of real estate. FFO is defined by the National Association of Real Estate Investment Trusts generally as net income attributable to common stockholders (computed in accordance with GAAP), (1) excluding real estate depreciation and amortization and gains and losses from sales of operating properties (excluding gains and losses from the sale of development properties or land), (2) after adjustment for unconsolidated partnerships and joint ventures computed on the same basis as item 1 and (3) excluding items classified by GAAP as extraordinary.
Regency also provides “Recurring FFO” for the purpose of excluding those items considered non-recurring that are included within FFO. Non -recurring income would include transaction profits, net, which is comprised of development and outparcel gains, and non-recurring transaction fees such as promote income, net of dead deal costs and applicable income taxes. Non-recurring expenses would include provisions for impairment, restructuring charges, losses on early debt stock extinguishments, and other signficant one-time charges considered non-recurring.