UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) (Zip Code)
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class |
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Regency Centers, L.P.
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Name of each exchange on which registered |
None |
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N/A |
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N/A |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 |
Disclosure of Results of Operations and Financial Condition |
On November 3, 2022, Regency Centers Corporation ("Regency") issued an earnings release for the three and nine months ended September 30, 2022, which is attached as Exhibit 99.1.
On November 3, 2022, Regency posted on its website, at investors.regencycenters.com, certain supplemental information for the three and nine months ended September 30, 2022, which are attached as Exhibit 99.2 and Exhibit 99.3, respectively.
The information furnished under this Item 2.02, including Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 7.01 |
Regulation FD Disclosures |
On November 3, 2022, Regency posted on its website, at investors.regencycenters.com, the Regency Centers November 2022 Earnings Presentation.
The information furnished under this item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit 99.1 |
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Exhibit 99.2 |
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Exhibit 99.3 |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
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 hereunto duly authorized.
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REGENCY CENTERS CORPORATION |
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November 3, 2022 |
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By: |
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/s/ J. Christian Leavitt |
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J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) |
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REGENCY CENTERS, L.P. |
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By: Regency Centers Corporation, its general partner |
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November 3, 2022 |
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By: |
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/s/ J. Christian Leavitt |
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J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) |
Exhibit 99.1
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NEWS RELEASE For immediate release
Christy McElroy 904 598 7616 ChristyMcElroy@regencycenters.com |
Regency Centers Reports Third Quarter 2022 Results
JACKSONVILLE, Fla. (November 3, 2022) – Regency Centers Corporation (“Regency” or the “Company”) (Nasdaq: REG) today reported financial and operating results for the period ended September 30, 2022 and provided updated 2022 earnings guidance. For the three months ended September 30, 2022 and 2021, Net Income was $0.51 per diluted share and $0.69 per diluted share, respectively.
Third Quarter 2022 Highlights
"We are pleased to report another quarter of solid results, and remain encouraged by continued robust tenant demand and overall operating trends. While the macroeconomic backdrop is more challenging today, Regency is well-positioned given the demographic profile of our shopping centers, our value creation expertise, and the strength of our balance sheet to weather economic storms,” said Lisa Palmer, President and Chief Executive Officer. “With solid contractual rent growth, mark-to-market upside in our leases, room to further grow occupancy, and execution on our self-funded development and redevelopment strategy, we are positioned to continue to drive solid and sustainable growth."
1
Financial Results
Net Income
Nareit FFO
Core Operating Earnings
Portfolio Performance
Same Property NOI
Leased Occupancy
2
Leasing Activity
Capital Allocation and Balance Sheet
Developments and Redevelopments
Property Transactions
Balance Sheet
Dividend
3
2022 Guidance
Regency Centers has updated 2022 guidance, as summarized in the table below. Please refer to the Company’s Earnings Presentation for additional detail, as well as in the third quarter 2022 supplemental package. All materials are posted on the Company’s website at investors.regencycenters.com.
Earnings Guidance
September 30, 2022
Full Year 2022 Guidance (in thousands, except per share data) |
3Q YTD |
Current Guidance |
Prior Guidance |
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Net Income Attributable to Common Stockholders per diluted share |
$2.26 |
$2.70 - $2.73 |
$2.60 - $2.64 |
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Nareit Funds From Operations ("Nareit FFO") per diluted share |
$3.05 |
$4.00 - $4.03 |
$3.92 - $3.96 |
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Core Operating Earnings per diluted share (1) |
$2.85 |
$3.75 - $3.78 |
$3.70 - $3.74 |
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Same property NOI growth without termination fees |
2.5% |
+2.0% to +2.5% |
+1.25% to +2.25% |
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Same property NOI growth without termination fees or collection of PY reserves |
6.5% |
+5.25% to +5.75% |
+4.75% to +5.75% |
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Collection of Prior Year Reserves (2) |
$17,830 |
+/- $20,000 |
+/- $18,000 |
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Certain non-cash items (3) |
$35,096 |
+/- $43,000 |
+/- $37,500 |
Impact from Reversal of Uncollectible Straight-Line Rent Receivables (4) |
$12,055 |
$12,055 |
$7,494 |
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Net G&A expense |
$64,954 |
$86,000 - $88,000 |
$86,000 - $88,000 |
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Net interest expense |
$124,124 |
$166,000 - $167,000 |
$166,000 - $167,000 |
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Recurring third party fees & commissions |
$18,172 |
$24,000 - $25,000 |
$24,000 - $25,000 |
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Development and Redevelopment spend |
$76,099 |
+/- $130,000 |
+/- $140,000 |
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Acquisitions |
$170,908 |
$200,908 |
+/- $170,000 |
Cap rate (weighted average) |
5.6% |
5.0% |
+/- 5.6% |
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Dispositions |
$177,604 |
$177,604 |
+/-$190,000 |
Cap rate (weighted average) (5) |
3.0% |
3.0% |
+/- 3.3% |
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Forward ATM settlement (gross) |
$64,768 |
$64,768 |
+/- $65,000 |
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Share Repurchase settlement (gross) |
$75,393 |
$75,393 |
+/-$75,000 |
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4
Conference Call Information
To discuss Regency’s third quarter results and provide further business updates, management will host a conference call on Friday, November 4th, 2022, at 10:00 a.m. ET. Dial-in and webcast information is below.
Third Quarter 2022 Earnings Conference Call
Date: |
Friday, November 4, 2022 |
Time: |
10:00 a.m. ET |
Dial#: |
877-407-0789 or 201-689-8562 |
Webcast: |
3rd Quarter 2022 Webcast Link |
Replay: Webcast Archive – Investor Relations page under Events & Webcasts
About Regency Centers Corporation (Nasdaq: REG)
Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com.
Reconciliation of Net Income Attributable to Common Stockholders to Nareit FFO and Core Operating Earnings - Actual (in thousands)
For the Periods Ended September 30, 2022 and 2021 |
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Three Months Ended |
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Year to Date |
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2022 |
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2021 |
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2022 |
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2021 |
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Reconciliation of Net Income to Nareit FFO: |
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Net Income Attributable to Common Stockholders |
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$ |
87,578 |
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117,406 |
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$ |
387,602 |
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293,552 |
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Adjustments to reconcile to Nareit Funds From Operations (1): |
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Depreciation and amortization (excluding FF&E) |
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86,405 |
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81,928 |
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256,273 |
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247,599 |
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Gain on sale of real estate |
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(202 |
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(6,737 |
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(119,301 |
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(38,584 |
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Provision for impairment of real estate |
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- |
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(505 |
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- |
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10,586 |
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Exchangeable operating partnership units |
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379 |
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519 |
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1,694 |
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1,315 |
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Nareit Funds From Operations |
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$ |
174,160 |
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192,611 |
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$ |
526,268 |
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514,468 |
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Reconciliation of Nareit FFO to Core Operating Earnings: |
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Nareit Funds From Operations |
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$ |
174,160 |
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192,611 |
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$ |
526,268 |
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514,468 |
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Adjustments to reconcile to Core Operating Earnings (1): |
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Early extinguishment of debt |
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- |
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- |
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176 |
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- |
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Promote income |
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- |
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(13,589 |
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- |
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(13,589 |
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Certain Non-Cash Items |
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Straight-line rent |
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(3,140 |
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(4,004 |
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(9,152 |
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(10,294 |
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Uncollectible straight-line rent |
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(4,156 |
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(4,376 |
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(9,610 |
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159 |
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Above/below market rent amortization, net |
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(5,191 |
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(6,390 |
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(15,906 |
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(18,098 |
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Debt premium/discount amortization |
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(28 |
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(368 |
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(185 |
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(460 |
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Core Operating Earnings |
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$ |
161,645 |
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163,884 |
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$ |
491,591 |
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472,186 |
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Weighted Average Shares For Diluted Earnings per Share |
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171,525 |
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170,589 |
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171,870 |
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170,314 |
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Weighted Average Shares For Diluted FFO and Core Operating Earnings per Share |
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172,267 |
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171,349 |
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172,620 |
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171,076 |
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5
Same Property NOI is a key non-GAAP measure used by management in evaluating the operating performance of Regency’s properties. The Company provides a reconciliation of Net Income Attributable to Common Stockholders to pro-rata Same Property NOI.
Reconciliation of Net Income Attributable to Common Stockholders to Pro-Rata Same Property NOI – Actual (in thousands)
For the Periods Ended September 30, 2022 and 2021 |
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Three Months Ended |
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Year to Date |
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2022 |
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2021 |
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2022 |
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2021 |
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Net income attributable to common stockholders |
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$ |
87,578 |
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117,406 |
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$ |
387,602 |
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293,552 |
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Less: |
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Management, transaction, and other fees |
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(5,767 |
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(19,671 |
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(18,950 |
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(33,419 |
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Other(1) |
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(13,564 |
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(15,125 |
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(38,295 |
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(31,184 |
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Plus: |
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Depreciation and amortization |
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80,270 |
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75,459 |
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237,462 |
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226,935 |
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General and administrative |
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20,273 |
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17,789 |
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56,710 |
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58,263 |
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Other operating expense |
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949 |
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812 |
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3,739 |
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2,687 |
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Other expense (income) |
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37,356 |
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29,463 |
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12,516 |
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67,383 |
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Equity in income of investments in real estate excluded from NOI (2) |
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11,754 |
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11,023 |
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23,767 |
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49,267 |
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Net income attributable to noncontrolling interests |
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1,269 |
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1,442 |
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4,048 |
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3,753 |
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NOI |
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220,118 |
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218,598 |
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668,599 |
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637,237 |
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Less non-same property NOI (3) |
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(3,789 |
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(232 |
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(12,768 |
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3,424 |
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Same Property NOI |
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$ |
216,329 |
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218,366 |
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$ |
655,831 |
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640,661 |
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Same Property NOI without Termination Fees |
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$ |
215,427 |
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216,335 |
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$ |
652,041 |
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635,964 |
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Same Property NOI without Termination Fees or Redevelopments |
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$ |
189,426 |
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189,696 |
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$ |
573,545 |
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561,366 |
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Same Property NOI without Termination Fees or Collection of PY Reserves |
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$ |
212,631 |
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207,211 |
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$ |
634,212 |
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595,319 |
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Reported results are preliminary and not final until the filing of the Company’s Form 10-Q with the SEC and, therefore, remain subject to adjustment.
The Company has published forward-looking statements and additional financial information in its third quarter 2022 supplemental package that may help investors estimate earnings. A copy of the Company’s third quarter 2022 supplemental package will be available on the Company's website at investors.regencycenters.com or by written request to: Investor Relations, Regency Centers Corporation, One Independent Drive, Suite 114, Jacksonville, Florida, 32202. The supplemental 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 includes non-GAAP measures, and there can be no assurance that the information will not vary from the final information in the Company’s Form 10-Q for the period ended September 30, 2022. Regency may, but assumes no obligation to, update information in the supplemental package from time to time.
###
6
Non-GAAP Disclosure
We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations or future prospects of the Company.
Nareit 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 on sale and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Regency computes Nareit FFO for all periods presented in accordance with Nareit's definition. Since Nareit FFO excludes depreciation and amortization and gains on sales and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of the Company's operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. The Company provides a reconciliation of Net Income Attributable to Common Stockholders to Nareit FFO.
Core Operating Earnings is an additional performance measure that excludes from Nareit FFO: (i) transaction related income or expenses; (ii) gains or losses from the early extinguishment of debt; (iii) certain non-cash components of earnings derived from above and below market rent amortization, straight-line rents, and amortization of mark-to-market of debt adjustments; and (iv) other amounts as they occur. The Company provides a reconciliation of Net Income to Nareit FFO to Core Operating Earnings.
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, or financial or operational performance or results such as our 2022 Guidance, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law. These risks and events include, without limitation:
Risk Factors Related to Current Economic Conditions
Rising interest rates, as we have seen in 2022, may adversely affect the cost of and our ability to borrow, the valuation of our real estate, and our stock price. Current economic conditions and challenges may adversely impact our tenants and, therefore, our ability to lease space and the level of rent we may be able to charge.
7
Risk Factors Related to Pandemics or other Health Crises
Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants’ financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Risk Factors Related to Operating Retail-Based Shopping Centers
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses. Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues and cash flows. Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow. In addition, labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including inflationary pressures, could affect the retail industry. Our success depends on the continued presence and success of our “anchor” tenants. A significant percentage of our revenues are derived from smaller “shop space” tenants and our net income may be adversely impacted if our smaller shop tenants are not successful. We may be unable to collect balances due from tenants in bankruptcy. Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases. Compliance with the Americans with Disabilities Act and fire, safety and other regulations may have a negative effect on us.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income. We face risks associated with development, redevelopment and expansion of properties. We face risks associated with the development of mixed-use commercial properties. We face risks associated with the acquisition of properties. We may be unable to sell properties when desired because of market conditions. Changes in tax laws could impact our acquisition or disposition of real estate.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as well as additional taxes and fees. Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change. Costs of environmental remediation may impact our financial performance and reduce our cash flow.
Risk Factors Related to Corporate Matters
An increased focus on metrics and reporting relating to environmental, social, and governance (“ESG”) factors may impose additional costs and expose us to new risks. An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties. Failure to attract and retain key personnel may adversely affect our business and operations. The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regency’s proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liability and loss of revenues.
Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued. The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings. We depend on external sources of capital, which may not be available in the future on favorable terms or at all. Our debt financing may adversely affect our business and financial condition. Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition. Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations. Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us. The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might change based on changes to the method in which LIBOR or its replacement rate is determined.
8
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities. There is no assurance that we will continue to pay dividends at historical rates.
Risk Factors Relating to the Company’s Qualification as a REIT
If the Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates. Dividends paid by REITs generally do not qualify for reduced tax rates. Certain 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. Legislative or other actions affecting REITs may have a negative effect on us. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
Risk Factors Related to the Company’s Common Stock
Restrictions on the ownership of the Company’s capital stock to preserve its REIT status may delay or prevent a change in control. The issuance of the Company's capital stock may delay or prevent a change in control. Ownership in the Company may be diluted in the future.
9
Exhibit 99.2
Table of Contents
September 30, 2022
Forward-Looking Statements |
i |
|
|
Earnings Press Release |
iii |
|
|
Summary Information: |
|
|
|
Summary Financial Information |
1 |
|
|
Summary Real Estate Information |
2 |
|
|
Financial Information: |
|
|
|
Consolidated Balance Sheets |
3 |
|
|
Consolidated Statements of Operations |
4 |
|
|
Supplemental Details of Operations (Consolidated Only) |
5 |
|
|
Supplemental Details of Assets and Liabilities (Real Estate Partnerships Only) |
6 |
|
|
Supplemental Details of Operations (Real Estate Partnerships Only) |
7 |
|
|
Supplemental Details of Same Property NOI (Pro-Rata) |
8 |
|
|
Reconciliations of Non-GAAP Financial Measures |
9 |
|
|
Capital Expenditures and Additional Disclosures |
10 |
|
|
Summary of Consolidated Debt |
11 |
|
|
Summary of Consolidated Debt Detail |
12 |
|
|
Summary of Unsecured Debt Covenants and Leverage Ratios |
13 |
|
|
Summary of Unconsolidated Debt |
14 |
|
|
Unconsolidated Investments |
15 |
|
|
Investment Activity: |
|
|
|
Property Transactions |
16 |
|
|
Summary of In-Process Developments and Redevelopments |
17 |
|
|
Development and Redevelopment Current Year Completions |
18 |
|
|
Real Estate Information: |
|
|
|
Leasing Statistics |
19 |
|
|
Annual Base Rent by State |
20 |
|
|
Annual Base Rent by CBSA |
21 |
|
|
Annual Base Rent by Tenant Category |
22 |
|
|
Significant Tenant Rents |
23 |
|
|
Tenant Lease Expirations |
24 |
|
|
Portfolio Summary Report by State |
25 |
|
|
Additional Disclosures and Forward-Looking Information: |
|
|
|
Components of NAV |
40 |
|
|
Supplemental Details of Lease Income and Tenant & Other Receivables (Pro-Rata) |
41 |
|
|
Earnings Guidance |
42 |
|
|
Glossary of Terms |
43 |
Safe Harbor Language
September 30, 2022
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, or financial or operational performance or results such as our 2022 Guidance, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law. These risks and events include, without limitation:
Risk Factors Relating to Current Economic Conditions
Rising interest rates, as we have seen in 2022, may adversely affect the cost of and our ability to borrow, the valuation of our real estate, and our stock price. Current economic conditions and challenges may adversely impact our tenants, and, therefore, our ability to lease space and the level of rent we may be able to charge.
Risk Factors Related to Pandemics or other Health Crises
Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants’ financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Risk Factors Related to Operating Retail-Based Shopping Centers
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses. Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues and cash flows. Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow. In addition, labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including inflationary pressures, could affect the retail industry. Our success depends on the continued presence and success of our “anchor” tenants. A significant percentage of our revenues are derived from smaller “shop space” tenants and our net income may be adversely impacted if our smaller shop tenants are not successful. We may be unable to collect balances due from tenants in bankruptcy. Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases. Compliance with the Americans with Disabilities Act and fire, safety and other regulations may have a negative effect on us.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income. We face risks associated with development, redevelopment and expansion of properties. We face risks associated with the development of mixed-use commercial properties. We face risks associated with the acquisition of properties. We may be unable to sell properties when desired because of market conditions. Changes in tax laws could impact our acquisition or disposition of real estate.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as well as additional taxes and fees. Geographic concentration of our properties makes our business more vulnerable to
Supplemental Information i
natural disasters, severe weather conditions and climate change. Costs of environmental remediation may impact our financial performance and reduce our cash flow.
Risk Factors Related to Corporate Matters
An increased focus on metrics and reporting relating to environmental, social, and governance (“ESG”) factors may impose additional costs and expose us to new risks. An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties. Failure to attract and retain key personnel may adversely affect our business and operations. The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regency’s proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liability and loss of revenues.
Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued. The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings. We depend on external sources of capital, which may not be available in the future on favorable terms or at all. Our debt financing may adversely affect our business and financial condition. Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition. Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations. Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us. The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might change based on changes to the method in which LIBOR or its replacement rate is determined.
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities. There is no assurance that we will continue to pay dividends at historical rates.
Risk Factors Relating to the Company’s Qualification as a REIT
If the Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates. Dividends paid by REITs generally do not qualify for reduced tax rates. Certain 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. Legislative or other actions affecting REITs may have a negative effect on us. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
Risk Factors Related to the Company’s Common Stock
Restrictions on the ownership of the Company’s capital stock to preserve its REIT status may delay or prevent a change in control. The issuance of the Company's capital stock may delay or prevent a change in control. Ownership in the Company may be diluted in the future.
Supplemental Information ii
|
|
NEWS RELEASE For immediate release
Christy McElroy 904 598 7616 ChristyMcElroy@regencycenters.com |
Regency Centers Reports Third Quarter 2022 Results
JACKSONVILLE, Fla. (November 3, 2022) – Regency Centers Corporation (“Regency” or the “Company”) (Nasdaq: REG) today reported financial and operating results for the period ended September 30, 2022 and provided updated 2022 earnings guidance. For the three months ended September 30, 2022 and 2021, Net Income was $0.51 per diluted share and $0.69 per diluted share, respectively.
Third Quarter 2022 Highlights
"We are pleased to report another quarter of solid results, and remain encouraged by continued robust tenant demand and overall operating trends. While the macroeconomic backdrop is more challenging today, Regency is well-positioned given the demographic profile of our shopping centers, our value creation expertise, and the strength of our balance sheet to weather economic storms,” said Lisa Palmer, President and Chief Executive Officer. “With solid contractual rent growth, mark-to-market upside in our leases, room to further grow occupancy, and execution on our self-funded development and redevelopment strategy, we are positioned to continue to drive solid and sustainable growth."
Supplemental Information iii
Financial Results
Net Income
Nareit FFO
Core Operating Earnings
Portfolio Performance
Same Property NOI
Leased Occupancy
Supplemental Information iv
Leasing Activity
Capital Allocation and Balance Sheet
Developments and Redevelopments
Property Transactions
Balance Sheet
Dividend
Supplemental Information v
2022 Guidance
Regency Centers has updated 2022 guidance, as summarized in the table below. Please refer to the Company’s Earnings Presentation for additional detail, as well as in the third quarter 2022 supplemental package. All materials are posted on the Company’s website at investors.regencycenters.com.
Earnings Guidance
September 30, 2022
Full Year 2022 Guidance (in thousands, except per share data) |
3Q YTD |
Current Guidance |
Prior Guidance |
|
|
|
|
Net Income Attributable to Common Stockholders per diluted share |
$2.26 |
$2.70 - $2.73 |
$2.60 - $2.64 |
|
|
|
|
|
|
|
|
Nareit Funds From Operations ("Nareit FFO") per diluted share |
$3.05 |
$4.00 - $4.03 |
$3.92 - $3.96 |
|
|
|
|
|
|
|
|
Core Operating Earnings per diluted share (1) |
$2.85 |
$3.75 - $3.78 |
$3.70 - $3.74 |
|
|
|
|
|
|
|
|
Same property NOI growth without termination fees |
2.5% |
+2.0% to +2.5% |
+1.25% to +2.25% |
|
|
|
|
Same property NOI growth without termination fees or collection of PY reserves |
6.5% |
+5.25% to +5.75% |
+4.75% to +5.75% |
|
|
|
|
|
|
|
|
Collection of Prior Year Reserves (2) |
$17,830 |
+/- $20,000 |
+/- $18,000 |
|
|
|
|
|
|
|
|
Certain non-cash items (3) |
$35,096 |
+/- $43,000 |
+/- $37,500 |
Impact from Reversal of Uncollectible Straight-Line Rent Receivables (4) |
$12,055 |
$12,055 |
$7,494 |
|
|
|
|
|
|
|
|
Net G&A expense |
$64,954 |
$86,000 - $88,000 |
$86,000 - $88,000 |
|
|
|
|
|
|
|
|
Net interest expense |
$124,124 |
$166,000 - $167,000 |
$166,000 - $167,000 |
|
|
|
|
|
|
|
|
Recurring third party fees & commissions |
$18,172 |
$24,000 - $25,000 |
$24,000 - $25,000 |
|
|
|
|
|
|
|
|
Development and Redevelopment spend |
$76,099 |
+/- $130,000 |
+/- $140,000 |
|
|
|
|
|
|
|
|
Acquisitions |
$170,908 |
$200,908 |
+/- $170,000 |
Cap rate (weighted average) |
5.6% |
5.0% |
+/- 5.6% |
|
|
|
|
|
|
|
|
Dispositions |
$177,604 |
$177,604 |
+/-$190,000 |
Cap rate (weighted average) (5) |
3.0% |
3.0% |
+/- 3.3% |
|
|
|
|
|
|
|
|
Forward ATM settlement (gross) |
$64,768 |
$64,768 |
+/- $65,000 |
|
|
|
|
|
|
|
|
Share Repurchase settlement (gross) |
$75,393 |
$75,393 |
+/-$75,000 |
|
|
|
|
Supplemental Information vi
Conference Call Information
To discuss Regency’s third quarter results and provide further business updates, management will host a conference call on Friday, November 4th, 2022, at 10:00 a.m. ET. Dial-in and webcast information is below.
Third Quarter 2022 Earnings Conference Call
Date: |
Friday, November 4, 2022 |
Time: |
10:00 a.m. ET |
Dial#: |
877-407-0789 or 201-689-8562 |
Webcast: |
3rd Quarter 2022 Webcast Link |
Replay: Webcast Archive: Investor Relations page under Events & Webcasts
About Regency Centers Corporation (Nasdaq: REG)
Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com.
Reconciliation of Net Income Attributable to Common Stockholders to Nareit FFO and Core Operating
Earnings - Actual (in thousands)
For the Periods Ended September 30, 2022 and 2021 |
|
Three Months Ended |
|
|
Year to Date |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Reconciliation of Net Income to Nareit FFO: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income Attributable to Common Stockholders |
|
$ |
87,578 |
|
|
|
117,406 |
|
|
$ |
387,602 |
|
|
|
293,552 |
|
Adjustments to reconcile to Nareit Funds From Operations (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization (excluding FF&E) |
|
|
86,405 |
|
|
|
81,928 |
|
|
|
256,273 |
|
|
|
247,599 |
|
Gain on sale of real estate |
|
|
(202 |
) |
|
|
(6,737 |
) |
|
|
(119,301 |
) |
|
|
(38,584 |
) |
Provision for impairment of real estate |
|
|
- |
|
|
|
(505 |
) |
|
|
- |
|
|
|
10,586 |
|
Exchangeable operating partnership units |
|
|
379 |
|
|
|
519 |
|
|
|
1,694 |
|
|
|
1,315 |
|
Nareit Funds From Operations |
|
$ |
174,160 |
|
|
|
192,611 |
|
|
$ |
526,268 |
|
|
|
514,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of Nareit FFO to Core Operating Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nareit Funds From Operations |
|
$ |
174,160 |
|
|
|
192,611 |
|
|
$ |
526,268 |
|
|
|
514,468 |
|
Adjustments to reconcile to C |