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) May 12, 2011
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 2.02 | Disclosure of Results of Operations and Financial Condition |
On May 12, 2011 Regency issued an earnings affirmation release for the three months ended March 31, 2011, which is attached as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 99.1 | Earnings affirmation release issued by Regency on May 12, 2011, for the three months ended March 31, 2011. |
2
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: May 12, 2011 | By: | /s/ J. Christian Leavitt | ||
| J. Christian Leavitt, Senior Vice President, | ||||
| Finance and Principal Accounting Officer | ||||
3
Exhibit 99.1
Regency Centers Corporation
Press Release
| FOR IMMEDIATE RELEASE | CONTACT: LISA PALMER | |
| 904-598-7636 |
REGENCY CENTERS AFFIRMS FIRST QUARTER RESULTS
JACKSONVILLE, Fla., (May 12, 2011) — Regency Centers Corporation (NYSE:REG) announced today that the financial results for the quarter ended March 31, 2011 as reported on May 4, 2011 remain unchanged following the completion of its review related to the accounting for its non-qualified deferred compensation plan.
On May 4, 2011 Regency Reported the Following Earnings Results:
Regency reported Recurring Funds From Operations (FFO) for the first quarter of $51.0 million, or $0.59 per diluted share, compared to $52.3 million and $0.63 per diluted share for the same period in 2010.
Regency reported net income attributable to common stockholders for the quarter of $2.2 million, or $0.02 per diluted share, compared to $11.4 million and $0.14 per diluted share for the same period in 2010. During the quarter, the Company recorded a $4.6 million impairment on our interest in a development joint venture.
Funds From Operations (FFO) for the first quarter was $48.1 million, or $0.56 per diluted share. For the same period in 2010, the Company reported FFO of $48.6 million and $0.58 per diluted share.
Regency’s Form 10-Q for the quarter ended March 31, 2011 has been filed with the SEC.
Regency reports FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT) as a supplemental operating performance measure. The Company considers this a meaningful performance measurement in the Real Estate Investment Trust industry. Regency also reports Recurring FFO as FFO excluding the impact of gains from the sale of development projects and outparcels, net of related taxes and dead deal costs, provisions for impairment, gains and losses from the early extinguishment of debt and preferred stock, restructuring charges, transaction fees and promotes and other non-core items.
The Company has published additional forward-looking statements in its first quarter 2011 supplemental information package that may help investors estimate earnings for 2011. A copy of the Company’s first quarter 2011 supplemental information is available on the Company’s web site at www.RegencyCenters.com or by written request to Diane Ortolano, Investor Relations, Regency Centers Corporation, One Independent Drive, Suite 114, Jacksonville, Florida, 32202. The supplemental information package contains more detailed financial and property results including financial statements, an outstanding debt summary, acquisition and development activity, investments in partnerships, information pertaining to securities issued other than common stock, property details, a significant tenant rent report and a lease expiration table in addition to earnings and valuation guidance assumptions. The information provided in the supplemental package is unaudited and there can be no assurance that the information will not vary from the information provided for the quarter ended March 31, 2011. Regency may, but assumes no obligation to, update information in the supplemental package from time to time.
Reconciliation of Net Income Attributable to Common Stockholders to Funds From Operations and Recurring Funds From Operations—Actual
| For the Periods Ended March 31, 2011 and 2010 | Three Months Ended | Year to Date | ||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Net income attributable to common stockholders |
$ | 2,185,400 | $ | 11,399,425 | $ | 2,185,400 | $ | 11,399,425 | ||||||||
| Adjustments to reconcile to Funds from Operations: |
||||||||||||||||
| Depreciation expense - consolidated properties |
29,807,930 | 26,387,275 | 29,807,930 | 26,387,275 | ||||||||||||
| Depreciation and amortization expense - uncons properties |
11,340,868 | 13,203,559 | 11,340,868 | 13,203,559 | ||||||||||||
| Consolidated JV partners’ share of depreciation |
(134,591 | ) | (137,951 | ) | (134,591 | ) | (137,951 | ) | ||||||||
| Amortization of leasing commissions and intangibles |
4,380,464 | 3,885,633 | 4,380,464 | 3,885,633 | ||||||||||||
| Gain on sale of operating properties, including JV’s |
(19,407 | ) | (7,194,648 | ) | (19,407 | ) | (7,194,648 | ) | ||||||||
| Unrealized gain on REG shares in deferred compensation trust |
547,875 | 969,545 | 547,875 | 969,545 | ||||||||||||
| Non-controlling interest of exchangeable partnership units |
12,744 | 93,861 | 12,744 | 93,861 | ||||||||||||
| Funds From Operations |
48,121,283 | 48,606,699 | 48,121,283 | 48,606,699 | ||||||||||||
| Dilutive effect of share-based awards |
(224,824 | ) | (190,868 | ) | (224,824 | ) | (190,868 | ) | ||||||||
| Funds From Operations for calculating Diluted FFO per Share |
$ | 47,896,459 | $ | 48,415,831 | $ | 47,896,459 | $ | 48,415,831 | ||||||||
| Funds From Operations |
$ | 48,121,283 | $ | 48,606,699 | $ | 48,121,283 | $ | 48,606,699 | ||||||||
| Adjustments to reconcile to Recurring Funds from Operations: |
||||||||||||||||
| Development and outparcel gains, net of dead deal costs and tax, including JV’s |
(1,724,633 | ) | (231,303 | ) | (1,724,633 | ) | (231,303 | ) | ||||||||
| Provisions for impairment, including JV’s |
4,580,000 | 3,613,131 | 4,580,000 | 3,613,131 | ||||||||||||
| Provisions for hedge ineffectiveness |
— | 343,459 | — | 343,459 | ||||||||||||
| Loss on early debt extinguishment |
(23,139 | ) | — | (23,139 | ) | — | ||||||||||
| Recurring Funds From Operations |
50,953,511 | 52,331,986 | 50,953,511 | 52,331,986 | ||||||||||||
| Dilutive effect of share-based awards |
(224,824 | ) | (190,868 | ) | (224,824 | ) | (190,868 | ) | ||||||||
| Recurring Funds From Operations for calculating Diluted Recurring FFO per Share |
$ | 50,728,687 | $ | 52,141,118 | $ | 50,728,687 | $ | 52,141,118 | ||||||||
| Weighted Average Shares For Diluted FFO per Share |
85,358,476 | 82,780,272 | 85,358,476 | 82,780,272 | ||||||||||||
Regency Centers Corporation (NYSE: REG)
Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. At March 31, 2011, the Company owned 396 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 52.9 million square feet located in top markets throughout the United States. Since 2000 Regency has developed 204 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.
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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.