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 6, 2012
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 6, 2012 Regency Centers Corporation ("Regency") made available presentation materials used by the Company at the Regency Investor and Analyst Day on its website at www.regencycenters.com. An excerpt of the presentation materials is included as Exhibit 99.1.
The information in this reporting, including the 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
(d) Exhibits
Exhibit 99.1 | Excerpt from Regency Investor and Analyst Day Presentation posted on Regency's website on December 6, 2012. |
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 6, 2012 | REGENCY CENTERS CORPORATION | |
/s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) | ||
EXHIBIT 99.1
Excerpt From Regency Investor and Analyst Day Presentation
[Slide 1, page 4 of the “Regency Investor and Analyst Day Presentation”]
Regency's Vision and Strategy
Regency Centers endeavors to be the preeminent, best-in-class national shopping center company. We will be distinguished by compounding TSR in excess of our peers through the following:
• | Sustaining growth in per share FFO & NAV |
• | Reliable growth in net operating income from a portfolio of dominant, infill shopping centers |
• | Balance sheet strength and a track record of accessing cost-effective capital |
• | Disciplined, value-add development capabilities creating dominant, infill shopping centers |
• | Engaged team of talented and dedicated people that operates efficiently |
Key Strategic Goals
+ NOI Growth of 2.5%+
+ Debt-to-EBITDA < 5.5x
+ Fixed Charge > 2.75x
+ Avg. Annual Development Starts of $150+ million
= Reliable Compound Growth in Core FFO & NAV of 5%+
TSR from IPO | ||
REG | 11.4% | |
REIT Index | 10.7% | |
SC Index | 9.2% | |
S&P 500 | 8% | |
[Slide 2, page 6 of the “Regency Investor and Analyst Day Presentation”]
Portfolio Management and Results
Enhance Reliability of 2.5%+ NOI growth through Asset Management & Industry-Leading Operating Systems
• | Achieve and maintain occupancy above 95% |
• | Contractual rent increases result in ~1.4% increase in NOI |
• | Target 10% rent growth |
• | Merchandise with best-in-class retailers and distinguish center appearance through intense maintenance and renovations |
[Slide 3, page 10 of the “Regency Investor and Analyst Day Presentation”]
Portfolio Management and Results (Continued)
Fortify Future 2.5%+ NOI Growth with Proactive Risk Management & Astute Capital Allocation
• | Rigorously review portfolio to identify risks and execute on disciplined, proactive recycling strategy |
◦ | Retail is an evolutionary industry constantly impacted by changes, including bankruptcy, liquidation, restructuring and M&A |
• | Disciplined development and acquisition of dominant centers |
◦ | Own highest-quality real estate in protected markets where “bad news is good news” |
• | Net investment activity will positively impact reliability of growth in NOI and NAV, while leveraging economies of scale |
[Slide 4, page 12 of the “Regency Investor and Analyst Day Presentation”]
Portfolio Management and Results (Continued)
Percent of Pro Rata NOI by Asset Quality
2011A | 2012E | 2013E | |
Core Portfolio | 83% | 90% | 93% |
Non-Strategic/Low-Risk | 6% | 6% | 5% |
Risk | 11% | 4% | 2% |
Total | 100% | 100% | 100% |
• | Dominant centers perform regardless of market, particularly in supply-constrained trade areas |
• | Objective: eliminate non-strategic/low-risk and risk assets |
[Slide 5, page 32 of the “Regency Investor and Analyst Day Presentation”]
Development Spotlight
Benefits of Development
• | Invest on basis accretive to cost of capital, NAV and acquisition cap rates |
• | Create dominant centers unavailable for purchase that enhance existing portfolio |
• | Minimize operational risks to continuing ownership |
◦ | Execute long-term leases with protective provisions |
◦ | Design centers with functional site plans, exceptional visibility and proper access |
[Slide 6, page 33 of the “Regency Investor and Analyst Day Presentation”]
Development Spotlight (Continued)
• | Unique combination of in-house expertise, presence in key markets and close relationships with leading anchors and local partners |
• | Sharpened and disciplined focus on development of dominant core centers in target markets with productive grocers |
• | Maintaining best-in-class development platform requires: |
Commitment, Expertise, Relationships, Capital
Track Record | Project Count | Investment ($ millions) | Yield(1) | Est. Value Creation at Market Cap Rates(1) ($ millions) | Profit Margin |
2000 - Current | 183 | $3,048 | 8.8% | $714 | 23.4% |
Since Q1 2010 | 10 | $271 | 9.1%(2) | $126 | 46.4% |
(1) Yield excludes, but value creation incorporates, certain capitalized costs, specifically additional interest and overhead capitalization
(2) Incremental stabilized yield; including cost of land already owned, stabilized yield is 8.2%
[Slide 7, page 35 of the “Regency Investor and Analyst Day Presentation”]
2013 Guidance - Operating Metrics
2012E | 2013E | |
Same property percent leased at period end | 94.0% - 94.5% | 94.0% - 95.0% |
Same property average percent leased | 94.1% | 94.0% - 94.5% |
Same property NOI growth (excluding termination fees) | 3.6% - 4.1% | 2.0% - 3.0% |
[Slide 8, page 36 of the “Regency Investor and Analyst Day Presentation”]
2013 Guidance - Investments
$000s | 2012E | 2013E |
Development starts | $150,000 | $100,000 - $150,000 |
Dispositions (REG pro-rata) | $355,000 - $405,000 | $150,000 - $200,000 |
Dispositions (cap rate) | 7.5% - 8.0% | 7.3% - 8.0% |
Acquisitions (REG pro-rata) | $95,000 - $250,000 | $0 - $50,000 |
Acquisitions (cap rate) | 5.2% - 5.7% | 5.2% - 5.7% |
[Slide 9, page 37 of the “Regency Investor and Analyst Day Presentation”]
2013 Guidance - Other
$000s | 2012E | 2013E |
Net interest expense | $112,500 - $113,500 | $107,000 - $110,000 |
Capitalized interest | $3,500 - $4,000 | $4,000 - $6,000 |
Net G&A | $59,500 - $61,500 | $60,000 - $63,000 |
Recurring third party fees and commissions | $26,000 - $26,500 | $24,500 - $26,000 |
[Slide 10, page 38 of the “Regency Investor and Analyst Day Presentation”]
2013 Guidance - Earnings
2012E | 2013E | |
Core FFO/Share | $2.50 - $2.53 | $2.45 - $2.53 |
FFO/Share | $2.36 - $2.40 | $2.42 - $2.50 |
[Slide 11, page 39 of the “Regency Investor and Analyst Day Presentation”]
2013 Guidance Reconciliation
2012 Core FFO Range | $ | 2.50 | $ | 2.53 | |||||
NOI* | |||||||||
Same Property | 0.09 | 0.13 | |||||||
Non Same Property & Development | 0.05 | 0.07 | |||||||
2012 Net Property Sales | (0.12 | ) | (0.13 | ) | |||||
2013 Net Property Sales | (0.11 | ) | (0.06 | ) | |||||
Net G&A | — | (0.03 | ) | ||||||
Net Interest Expense & Preferred Dividends | 0.07 | 0.05 | |||||||
Third Party Fees & Commissions | (0.01 | ) | (0.01 | ) | |||||
Before change in weighted average shares | $ | 2.47 | $ | 2.55 | |||||
Change in weighted average shares | (0.02 | ) | (0.02 | ) | |||||
2013 Core FFO Range | $ | 2.45 | $ | 2.53 | |||||
*Wholly owned and Regency’s pro rata share of co-investment partnerships | |||||||||
[Slide 12, page 41 of the “Regency Investor and Analyst Day Presentation”]
Reconciliation of Net Income Attributable to Common Stockholders to FFO and Core FFO - Guidance
Reconciliation of FFO and Core FFO Guidance to Net Income
December 31, 2012 and 2013
(All numbers are per share except weighted average shares)
Full Year | Full Year | ||||||||||
Funds From Operations Guidance: | 2012 | 2013 | |||||||||
Net income attributable to common stockholders | $0.41 | $0.45 | $0.59 | $0.67 | |||||||
Adjustments to reconcile net income to FFO: | |||||||||||
Depreciation expense, amortization and other amounts | $1.95 | $1.95 | $1.83 | $1.83 | |||||||
Funds From Operations | $2.36 | $2.40 | $2.42 | $2.50 | |||||||
Adjustments to reconcile FFO to Core FFO: | |||||||||||
One-time additional preferred dividend payment | 0.02 | 0.02 | — | — | |||||||
Gain on redemption of preferred units | (0.02) | (0.02) | — | — | |||||||
Original preferred stock issuance costs expensed | 0.11 | 0.11 | — | — | |||||||
All other non-core amounts | 0.03 | 0.02 | 0.03 | 0.03 | |||||||
Core Funds From Operations | $2.50 | $2.53 | $2.45 | $2.53 | |||||||
Weighted average shares (000's) | 89,836 | 90,838 | |||||||||
Core Funds From Operations (Core FFO): An additional performance measure used by Regency as the computation of FFO includes certain non-cash and non-comparable items that affect the Company's period-over-period performance. Core FFO excludes from FFO, but is not limited to, transaction income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains and losses and other non-core items. The Company provides a reconciliation of FFO to Core FFO.
Funds From Operations (FFO): 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 and losses from sales of depreciable property, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Regency computes FFO for all periods presented in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, 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, 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 an alternative for net income as a measure of liquidity.