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REGENCY CENTERS CORP - Annual Report: 2013 (Form 10-K)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
FLORIDA (REGENCY CENTERS CORPORATION)
 
59-3191743
DELAWARE (REGENCY CENTERS, L.P.)
 
59-3429602
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
One Independent Drive, Suite 114
Jacksonville, Florida 32202
 
(904) 598-7000
(Address of principal executive offices) (zip code)
 
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
New York Stock Exchange
6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value
 
New York Stock Exchange
6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value
 
New York Stock Exchange
 
 
 
 
 
 
Regency Centers, L.P.
Title of each class
 
Name of each exchange on which registered
None
 
N/A
________________________________
Securities registered pursuant to Section 12(g) of the Act:
Regency Centers Corporation: None
Regency Centers, L.P.: Class B Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Regency Centers Corporation              YES  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Regency Centers Corporation              YES  o    NO   x                    Regency Centers, L.P.              YES  o    NO  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation              YES  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Regency Centers Corporation              YES  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Regency Centers Corporation                  x                     Regency Centers, L.P.                  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
x
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
o
Regency Centers, L.P.:
Large accelerated filer
o
  
Accelerated filer
x
Non-accelerated filer
o
  
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation              YES  o    NO   x                    Regency Centers, L.P.              YES  o    NO  x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently completed second fiscal quarter.
Regency Centers Corporation              $4,602,623,952               Regency Centers, L.P.              N/A
The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 92,333,535 as of February 13, 2014.
Documents Incorporated by Reference
Portions of Regency Centers Corporation's proxy statement in connection with its 2014 Annual Meeting of Stockholders are incorporated by reference in Part III.
 





EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2013 of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company” or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2013, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership and the remaining limited Units are owned by investors. The Parent Company owns all of the Series 6 and 7 Preferred Units of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:
 
Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;  

Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and  

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. 
Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.
The Company believes it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Parent Company does not hold any indebtedness, but guarantees all of the unsecured public debt and approximately 21% of the secured debt of the Operating Partnership. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.
Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units, as well as Series 6 and 7 Preferred Units owned by the Parent Company. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements. The Series 6 and 7 Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. 

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.




TABLE OF CONTENTS
 
Item No.
 
Form 10-K
Report Page
 
 
 
 
PART I
 
 
 
 
1.
 
 
 
1A.
 
 
 
1B.
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
 
PART II
 
 
 
 
5.
 
 
 
6.
 
 
 
7.
 
 
 
7A.
 
 
 
8.
 
 
 
9.
 
 
 
9A.
 
 
 
9B.
 
 
 
 
PART III
 
 
 
 
10.
 
 
 
11.
 
 
 
12.
 
 
 
13.
 
 
 
14.
 
 
 
 
PART IV
 
 
 
 
15.
 
 
 
 
SIGNATURES
 
 
 
 
16.






Forward-Looking Statements    

In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues, the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the real estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties are described further in the Item 1A. Risk Factors below. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P. appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.

PART I
Item 1.    Business

Regency Centers Corporation began its operations as a REIT in 1993 and is the managing general partner of Regency Centers, L.P. We endeavor to be a preeminent, best-in-class grocery-anchored shopping center company, distinguished by total shareholder return and per share growth in Core Funds from Operations ("Core FFO") and Net Asset Value ("NAV") that positions Regency as a leader among its peers. We work to achieve these goals through:

reliable growth in net operating income ("NOI") from a high-quality, growing portfolio of thriving, neighborhood and community shopping centers;
disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality shopping centers;
a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and to efficiently fund investments; and,
an engaged and talented team of people guided by our culture.

All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its co-investment partnerships. The Parent Company currently owns approximately 99.8% of the outstanding common partnership units of the Operating Partnership.
    
As of December 31, 2013, we directly owned 202 shopping centers (the “Consolidated Properties”) located in 23 states representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial ownership interests in 126 shopping centers (the “Unconsolidated Properties”) located in 23 states and the District of Columbia representing 15.5 million square feet of GLA.

We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail anchors, restaurants, side-shop retailers, and service providers, as well as ground leasing or selling building pads ("out-parcels") to these same types of tenants. We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers and by acquiring and developing new shopping centers. As of December 31, 2013, our Consolidated Properties were 94.5% leased, as compared to 94.1% as of December 31, 2012.

We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in value-added new developments and redevelopments of existing centers. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Development serves the growth needs of our anchors and retailers, resulting in high quality shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process typically requires two to three years once construction has commenced, but can vary subject to the size and complexity of the project. We fund our acquisition and development activity from various capital sources including operating cash flows, property sales, equity offerings, and new debt.

Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, developments, and redevelopments, as well as the opportunity to earn fees for asset management, property management, and other investing and financing services. As an asset manager, we are engaged by our partners to apply similar operating, investment, and capital strategies to the portfolios owned by the co-investment partnerships as those applied to the portfolio that we wholly-own.


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We recognize the importance of continually improving the environmental sustainability performance of our real estate assets.  To date we have received LEED (Leadership in Energy and Environmental Design) certifications by the U.S. Green Building Council at seven shopping centers and have LEED certification targeted at six additional development properties in-process or recently completed.  We also continue to implement best practices in our operating portfolio to reduce our power and water consumption, in addition to other sustainability initiatives.  We believe that the design, construction and operation of environmentally efficient shopping centers will contribute to our key strategic goals.

Competition
 
We are among the largest owners of shopping centers in the nation based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery store chains that also anchor some of our shopping centers. This results in competition for attracting anchor tenants, as well as the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven by:
our locations within our market areas;
the design and high quality of our shopping centers;
the strong demographics surrounding our shopping centers;
our relationships with our anchor tenants and our side-shop and out-parcel retailers;
our practice of maintaining and renovating our shopping centers; and,
our ability to source and develop new shopping centers.
  
Employees
 
Our headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 17 market offices nationwide, where we conduct management, leasing, construction, and investment activities. As of December 31, 2013, we had 363 employees and we believe that our relations with our employees are good.

 Compliance with Governmental Regulations
 
Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral. While we have a number of properties that could require or are currently undergoing varying levels of environmental remediation, known environmental remediation is not currently expected to have a material financial impact on us due to existing accrued liabilities for remediation, insurance programs designed to mitigate the cost of remediation, and various state-regulated programs that shift the responsibility and cost to the state.
 
Executive Officers
 
Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been employed by us in the position indicated in the list or positions indicated in the pertinent notes below. Each of our executive officers has been employed by us for more than five years.

Name
Age
Title
Executive Officer in Position Shown Since
Martin E. Stein, Jr.
61
Chairman and Chief Executive Officer
1993
Brian M. Smith
59
President and Chief Operating Officer
    2009 (1)
Lisa Palmer
45
Executive Vice President and Chief Financial Officer
    2013 (2)
Dan M. Chandler, III
47
Managing Director - West
    2009 (3)
John S. Delatour
54
Managing Director - Central
1999
James D. Thompson
58
Managing Director - East
1993

(1) Brian M. Smith is our President and Chief Operating Officer. Mr. Smith served as Managing Director of Investments for our Pacific, Mid-Atlantic, and Northeast divisions from March 1999 to September 2005, then served as Managing Director and Chief Investment Officer from September 2005 to February 2009, until he was appointed President and Chief Operating Officer.


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(2) Lisa Palmer is our Executive Vice President and Chief Financial Officer. Ms. Palmer served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. She served as Senior Vice President of Capital Markets from 2003 to 2012 until assuming the role of Executive Vice President and Chief Financial Officer in January 2013.

(3) Dan M. Chandler, III, is our Managing Director - West. Mr. Chandler served as Vice President of Investment for Regency from 1997 to 2002, Senior Vice President of Investments from 2002 to 2006, and Managing Director from 2006 to 2007. From August 2007 to April 2009, he was a principal with Chandler Partners, a private commercial and residential real estate developer in Southern California. During 2009, he was also affiliated with Urban|One, a real estate development and management firm in Los Angeles, prior to returning to Regency to serve in his current role of Managing Director - West.

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission (“SEC”) can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov.

General Information

Our registrar and stock transfer agent is Wells Fargo Bank, N.A. (“Wells Fargo Shareowner Services”), Mendota Heights, MN. We offer a dividend reinvestment plan (“DRIP”) that enables our stockholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Wells Fargo Shareowner Services toll free at (800) 468-9716 or our Shareholder Relations Department at (904) 598-7000.

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley & Lardner LLP, Jacksonville, Florida.

Annual Meeting

Our annual meeting will be held at The Ponte Vedra Inn & Club, 200 Ponte Vedra Blvd, Ponte Vedra Beach, Florida, at 11:00 a.m. on Friday, May 2, 2014.


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Item 1A. Risk Factors

Risk Factors Related to Our Industry and Real Estate Investments

A shift in retail shopping from brick and mortar stores to Internet sales may have an adverse impact on our revenues and cash flow.

Many retailers operating brick and mortar stores have made Internet sales a vital piece of their business. Although many of the retailers in our shopping centers either provide services or sell groceries, such that their customer base does not have a tendency toward online shopping, the shift to Internet sales may adversely impact our retail tenants' sales causing those retailers to adjust the size or number of retail locations in the future. This shift could adversely impact our occupancy and rental rates, which would impact our revenues and cash flows.

Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.

Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is generally linked to economic conditions in the market for retail space. The market for retail space could be adversely affected by any of the following:

Weakness in the national, regional and local economies, which could adversely impact consumer spending and retail sales and in turn tenant demand for space and lead to increased store closings;
Adverse financial conditions for grocery and retail anchors;
Continued consolidation in the retail sector;
Excess amount of retail space in our markets;
Reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats;
The growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and Costco, and their adverse effect on traditional grocery chains;
The impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers; and
Consequences of any armed conflict involving, or terrorist attack against, the United States.

To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in the operating portfolios, our ability to sell, acquire or develop properties, and our cash available for distributions to stock and unit holders.

Our revenues and cash flow could be adversely affected by poor economic or market conditions where our properties are geographically concentrated, which may impede our ability to generate sufficient income to pay expenses and maintain our properties.

The economic conditions in markets in which our properties are concentrated greatly influence our financial performance. During the year ended December 31, 2013, our properties in California, Florida, and Texas accounted for 31.2%, 11.4%, and 9.8%, respectively, of our net operating income from Consolidated Properties plus our pro-rata share from Unconsolidated Properties ("pro-rata basis"). Our revenues and cash available to pay expenses, maintain our properties, and for distributions to stock and unit holders could be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate in California, Florida, or Texas relative to other geographic areas.

Loss of revenues from significant tenants could reduce distributions to stock and unit holders.

We derive significant revenues from anchor tenants such as Kroger , Publix, and Safeway. As of December 31, 2013, they account for 4.7%, 4.3%, and 2.7%, respectively, of our total annualized base rent on a pro-rata basis, which is recognized in minimum rent and in equity in income of investment in real estate partnerships, for the year ended December 31, 2013. Distributions to stock and unit holders could be adversely affected by the loss of revenues in the event a significant tenant:

Becomes bankrupt or insolvent;
Experiences a downturn in its business;
Materially defaults on its leases;
Does not renew its leases as they expire; or
Renews at lower rental rates.


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Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center because of the loss of the departed anchor tenant's customer drawing power. Some anchors have the right to vacate and prevent re-tenanting by paying rent for the balance of the lease term. If significant tenants vacate a property, then other tenants may be entitled to terminate their leases at the property or pay reduced rent.

Our net income depends on the success and continued occupancy of our tenants.

Our net income could be adversely affected in the event of bankruptcy or insolvency of any of our anchors or a significant number of our non-anchor tenants within a shopping center, or if we fail to lease significant portions of our new developments. The adverse impact on our net income may be greater than the loss of rent from the resulting unoccupied space because co-tenancy clauses in select centers may allow other tenants to modify or terminate their rent or lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

A large percentage of our revenues are derived from smaller shop tenants and our net income could be adversely impacted if our smaller shop tenants are not successful.

A large percentage of our revenues are derived from smaller shop tenants (those occupying less than 10,000 square feet). Smaller shop tenants may be more vulnerable to negative economic conditions as they have more limited resources than larger tenants. Such tenants continue to face increasing competition from non-store retailers and growing e-commerce. In addition, some of these retailers may seek to reduce their store sizes as they increasingly rely on alternative distribution channels, including Internet sales, and adjust their square footage needs accordingly. The types of smaller shop tenants vary from retail shops to service providers. If we are unable to attract the right type or mix of smaller shop tenants into our centers, our net income could be adversely impacted.

We may be unable to collect balances due from tenants in bankruptcy.

Although minimum rent is supported by long-term lease contracts, tenants who file bankruptcy have the legal right to reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and rejects its leases, we could experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by that party.

Our real estate assets may be subject to impairment charges.

Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable. We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value.

The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach. Such cash flow projections consider factors, including expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to management judgment. Changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our net income in the period in which the charge is taken.


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Adverse global market and economic conditions may adversely affect us and could cause us to recognize additional impairment charges or otherwise harm our performance.

We are unable to predict the timing, severity, and length of adverse market and economic conditions. Adverse market and economic conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain properties, pay distributions to our stock and unit holders, and refinance debt. During adverse periods, there may be significant uncertainty in the valuation of our properties and investments that could result in a substantial decrease in their value. No assurance can be given that we would be able to recover the current carrying amount of all of our properties and investments in the future. Our failure to do so would require us to recognize additional impairment charges for the period in which we reached that conclusion, which could materially and adversely affect us and the market price of our common stock.

Our acquisition activities may not produce the returns that we expect.

Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above average household incomes and population densities. The acquisition of properties entails risks that include, but are not limited to, the following, any of which could adversely affect our results of operations and our ability to meet our obligations:

Properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, which may result in the properties' failure to achieve the returns we projected;
Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property;
Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition costs;
Our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which could result in the property failing to achieve the returns we have projected, either temporarily or for a longer time; and
We may not be able to integrate an acquisition into our existing operations successfully.

Unsuccessful development activities or a slowdown in development activities could have a direct impact on our revenues and our revenue growth.

We actively pursue development activities as opportunities arise. Development activities require various government and other approvals for entitlements and any delay in such approvals may significantly delay the development process. We may not recover our investment in development projects for which approvals are not received. We incur other risks associated with development activities, including:

The ability to lease developments to full occupancy on a timely basis;
The risk that occupancy rates and rents of a completed project will not be sufficient to make the project profitable;
The risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;
Delays in the development and construction process;
The risk that we may abandon development opportunities and lose our investment in these developments;
The risk that the size of our development pipeline will strain the organization's capacity to complete the developments within the targeted timelines and at the expected returns on invested capital; and
The lack of cash flow during the construction period.

If our developments are unsuccessful or we experience a slowdown in development activities, our revenue growth and/or net income may be adversely impacted.

We may experience difficulty or delay in renewing leases or re-leasing space.

We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks that, upon expiration or termination of leases, leases for space in our properties may not be renewed, space may not be re-

6



leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms. As a result, our results of operations and our net income could be adversely impacted.

We may be unable to sell properties when appropriate because real estate investments are illiquid.

Real estate investments generally cannot be sold quickly. Our inability to respond promptly to unfavorable changes in the performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions to our stock and unit holders.

Geographic concentration of our properties makes our business vulnerable to natural disasters and severe weather conditions, which could have an adverse effect on our cash flow and operating results.

A significant portion of our property gross leasable area is located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, and other natural disasters. As of December 31, 2013, approximately 23.4%, 15.9%, and 9.8% of our property gross leasable area, on a pro-rata basis, was located in California, Florida, and Texas, respectively. Intense weather conditions during the last decade have caused our cost of property insurance to increase significantly. While much of this insurance cost is passed on to our tenants as reimbursable property costs, some tenants do not pay a pro rata share of these costs under their leases. These weather conditions also disrupt our business and the business of our tenants, which could affect the ability of some tenants to pay rent and may reduce the willingness of residents to remain in or move to the affected area. Therefore, as a result of the geographic concentration of our properties, we face demonstrable risks, including higher costs, such as uninsured property losses and higher insurance premiums, and disruptions to our business and the businesses of our tenants.

An uninsured loss or a loss that exceeds the insurance policies on our properties could subject us to loss of capital or revenue on those properties.

We carry comprehensive liability, fire, flood, extended coverage, rental loss, and environmental insurance for our properties with policy specifications and insured limits customarily carried for similar properties. We believe that the insurance carried on our properties is adequate and consistent with industry standards. There are, however, some types of losses, such as from hurricanes, terrorism, wars or earthquakes, for which the insurance levels carried may not be sufficient to fully cover catastrophic losses impacting multiple properties. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on or off the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant's expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, our tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, such properties, which could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to stock and unit holders.

Loss of our key personnel could adversely affect the value of our Parent Company's stock price.

We depend on the efforts of our key executive personnel. Although we believe qualified replacements could be found for our key executives, the loss of their services could adversely affect our Parent Company's stock price.

We face competition from numerous sources, including other real estate investment trusts and other real estate owners.

The ownership of shopping centers is highly fragmented. We face competition from other real estate investment trusts and well capitalized institutional investors, as well as from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We compete to develop shopping centers with other real estate investment trusts engaged in development activities as well as with local, regional, and national real estate developers. If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stock and unit holders, may be adversely affected.

Costs of environmental remediation could reduce our cash flow available for distribution to stock and unit holders.

Under various federal, state and local laws, an owner or manager of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation could exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a

7



contaminated property or to borrow using the property as collateral. Any of these developments could reduce cash flow and our ability to make distributions to stock and unit holders.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures that adversely affect our cash flows.

All of our properties are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and noncompliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to comply with these requirements, and these expenditures could have a material adverse effect on our ability to meet our financial obligations and make distributions to our stock and unit holders.

If we do not maintain the security of tenant-related information, we could incur substantial costs and become subject to litigation.

We have implemented an online payment system where we receive certain information about our tenants that depends upon secure transmissions of confidential information over public networks, including information permitting cashless payments. A compromise of our security systems that results in information being obtained by unauthorized persons could adversely affect our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a security breach could require that we expend significant resources related to our information security systems and could result in a disruption of our operations.

We rely extensively on computer systems to process transactions and manage our business. Disruptions in both our primary and secondary (back-up) systems could harm our ability to run our business.

Although we have independent, redundant and physically separate primary and secondary computer systems, it is critical that we maintain uninterrupted operation of our business-critical computer systems. Our computer systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our computer systems and our back-up systems are damaged or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim. Any material interruption in both of our computer systems and back-up systems may have a material adverse effect on our business or results of operations.

Risk Factors Related to Our Co-investment Partnerships and Acquisition Structure

We do not have voting control over our joint venture investments, so we are unable to ensure that our objectives will be pursued.

We have invested as a partner in a number of joint venture investments for the acquisition or development of properties. These investments involve risks not present in a wholly-owned project. We do not have voting control over the ventures, although we do have approval rights over major decisions. The other partner might (i) have interests or goals that are inconsistent with our interests or goals or (ii) otherwise impede our objectives. The other partner also might become insolvent or bankrupt. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

The termination of our co-investment partnerships could adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

If co-investment partnerships owning a significant number of properties were dissolved for any reason, we would lose the asset and property management fees from these co-investment partnerships, which could adversely affect our operating results and our cash available for distribution to stock and unit holders.



8



Risk Factors Related to Funding Strategies and Capital Structure

Higher market capitalization rates for our properties could adversely impact our ability to sell properties and fund developments and acquisitions, and could dilute earnings.

As part of our funding strategy, we sell operating properties that no longer meet our investment standards. These sales proceeds are used to fund the construction of new developments, redevelopments and acquisitions. An increase in market capitalization rates could cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. In order to meet the cash requirements of our development program, we may be required to sell more properties than initially planned, which could have a negative impact on our earnings.

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs, including capital for developments and repayment of future maturing debt, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets.  In addition to finding creditors willing to lend to us, we are dependent upon our joint venture partners to contribute their share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our joint ventures are eligible to refinance.

In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing, such as a prohibition on negative pledge agreements. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales.  Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate.  If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

Our debt financing may adversely affect our business and financial condition.

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient funds from operations to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we might be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms. Either could reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage payments, the mortgagee could foreclose on the property securing the mortgage, causing the loss of cash flow from that property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our unsecured notes, unsecured term loan, and unsecured line of credit contain customary covenants, including compliance with financial ratios, such as ratio of total debt to gross asset value and fixed charge coverage ratio. Fixed charge coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") divided by the sum of interest expense and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders. Our debt arrangements also restrict our ability to enter into a transaction that would result in a change of control. These covenants may limit our operational flexibility and our acquisition activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders could require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes, unsecured term loan, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.





9



Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
    
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facilities. Increases in interest rates would increase our interest expense on any variable rate debt. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures. This would reduce our future earnings and cash flows, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our stock and unit holders.

Risk Factors Related to Interest Rates and the Market Price for Our Stock

Changes in economic and market conditions could adversely affect the Parent Company's stock price.

The market price of our common stock may fluctuate significantly in response to many factors, many of which are out of our control, including:

Actual or anticipated variations in our operating results;
Changes in our funds from operations or earnings estimates;
Publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REIT's;
The ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
Increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;
Changes in market valuations of similar companies;
Adverse market reaction to any additional debt we incur in the future;
Any future issuances of equity securities;
Additions or departures of key management personnel;
Strategic actions by us or our competitors, such as acquisitions or restructurings;
Actions by institutional stockholders;
Changes in our dividend payments;
Speculation in the press or investment community; and
General market and economic conditions.

These factors may cause the market price of our common stock to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our common stock will not fall in the future. A decrease in the market price of our common stock could reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.

We cannot assure you we will continue to pay dividends at historical rates.

Our ability to continue to pay dividends to stock and unit holders at historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:
  
Our financial condition and results of future operations;
The terms of our loan covenants; and
Our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or periodically increase the dividend on our common stock, it could have an adverse effect on the market price of our common stock and other securities.

Changes in accounting standards may adversely impact our financial results.

The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects on their agenda that could impact how we currently account for our material transactions, including lease accounting and other convergence projects with the International Accounting Standards Board. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on the presentation of our consolidated financial statements, our results of operations and our financial ratios required by our debt covenants.



 

10



Risk Factors Related to Federal Income Tax Laws

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

We believe that we qualify for taxation as a REIT for federal income tax purposes, and we plan to operate so that we can continue to meet the requirements for taxation as a REIT. If we continue to qualify as a REIT, we generally will not be subject to federal income tax on our income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (“IRS”) or a court would agree with the positions we have taken in interpreting the REIT requirements. We are also required to distribute to our stockholders at least 90% of our REIT taxable income, excluding capital gains. The fact that we hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT.

Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. If we failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), we would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders. Although we believe that we qualify as a REIT, we cannot assure you that we will continue to qualify or remain qualified as a REIT for tax purposes.

Even if we qualify as a REIT for federal income tax purposes, we are required to pay certain federal, state and local taxes on our income and property. For example, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.

Dividends paid by REITs generally do not qualify for reduced tax rates.

In general, the maximum U.S. federal income tax rate for “Qualified dividends” paid by regular “C” corporations to U.S. shareholders that are individuals, trusts and estates after December 31, 2012 is 20% and a new Medicare tax of 3.8% may also apply if income is greater than certain specified amounts. Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends or returns of capital) are not eligible for these reduced rates and are taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the shares of our capital stock.

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.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 5% of our outstanding common stock.






11



Risk Factors Related to Our Ownership Limitations and the Florida Business Corporation Act

Restrictions on the ownership of the Parent Company's capital stock to preserve our REIT status could delay or prevent a change in control.

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by our articles of incorporation, for the purpose of maintaining our qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.

The issuance of the Parent Company's capital stock could delay or prevent a change in control.

Our articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock could have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding control share acquisitions and affiliated transactions could also deter potential acquisitions by preventing the acquiring party from voting the common stock it acquires or consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Item 1B. Unresolved Staff Comments

None.


12



Item 2.    Properties

The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):

 
 
 
December 31, 2013
 
December 31, 2012
Location
 
Number of Properties
 
GLA (in thousands)
 
Percent of Total
GLA
 
Percent Leased
 
Number of Properties
 
GLA (in thousands)
 
Percent of Total
GLA
 
Percent Leased
California
 
42

 
5,500

 
24.5
%
 
96.2
%
 
43

 
5,544

 
24.6
%
 
95.1
%
Florida
 
40

 
4,159

 
18.6
%
 
91.2
%
 
39

 
3,961

 
17.6
%
 
93.0
%
Texas
 
18

 
2,384

 
10.6
%
 
96.0
%
 
18

 
2,324

 
10.3
%
 
95.2
%
Georgia
 
15

 
1,385

 
6.2
%
 
94.6
%
 
15

 
1,386

 
6.2
%
 
93.1
%
Ohio
 
9

 
1,297

 
5.8
%
 
97.8
%
 
10

 
1,402

 
6.2
%
 
97.1
%
Colorado
 
15

 
1,261

 
5.6
%
 
89.5
%
 
14

 
1,163

 
5.2
%
 
94.3
%
North Carolina
 
10

 
903

 
4.0
%
 
95.3
%
 
9

 
743

 
3.3
%
 
91.8
%
Illinois
 
5

 
872

 
3.9
%
 
94.1
%
 
4

 
748

 
3.3
%
 
97.3
%
Virginia
 
5

 
744

 
3.3
%
 
97.4
%
 
7

 
951

 
4.2
%
 
94.2
%
Oregon
 
7

 
617

 
2.7
%
 
95.8
%
 
8

 
741

 
3.3
%
 
91.2
%
Washington
 
5

 
605

 
2.7
%
 
98.4
%
 
6

 
683

 
3.0
%
 
92.8
%
Massachusetts
 
3

 
506

 
2.3
%
 
96.3
%
 
2

 
357

 
1.6
%
 
94.6
%
Missouri
 
4

 
408

 
1.8
%
 
100.0
%
 
4

 
408

 
1.8
%
 
99.0
%
Tennessee
 
5

 
392

 
1.7
%
 
96.7
%
 
5

 
392

 
1.7
%
 
95.9
%
Pennsylvania
 
4

 
325

 
1.4
%
 
99.6
%
 
4

 
325

 
1.5
%
 
99.1
%
Arizona
 
2

 
274

 
1.2
%
 
87.1
%
 
3

 
387

 
1.7
%
 
88.1
%
Delaware
 
2

 
243

 
1.1
%
 
94.8
%
 
2

 
243

 
1.1
%
 
94.2
%
Indiana
 
4

 
209

 
0.9
%
 
90.8
%
 
3

 
55

 
0.2
%
 
89.8
%
Michigan
 
2

 
118

 
0.5
%
 
53.4
%
 
2

 
118

 
0.5
%
 
43.9
%
Maryland
 
1

 
88

 
0.4
%
 
100.0
%
 
1

 
88

 
0.4
%
 
100.0
%
Alabama
 
1

 
85

 
0.4
%
 
84.5
%
 
1

 
85

 
0.4
%
 
86.2
%
South Carolina
 
2

 
74

 
0.3
%
 
100.0
%
 
2

 
74

 
0.3
%
 
100.0
%
Kentucky
 
1

 
23

 
0.1
%
 
100.0
%
 
1

 
23

 
0.1
%
 
100.0
%
Nevada
 

 

 
—%

 
—%

 
1

 
331

 
1.5
%
 
91.1
%
Total
 
202
 
22,472
 
100.0%
 
94.5%
 
204
 
22,532
 
100.0%
 
94.1%
    
Certain Consolidated Properties are encumbered by mortgage loans of $481.3 million as of December 31, 2013.

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $17.40 and $16.95 per square foot ("SFT") as of December 31, 2013 and 2012, respectively.

13



The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):
 
 
 
December 31, 2013
 
December 31, 2012
Location
 
Number of Properties
 
GLA (in thousands)
 
Percent of Total
GLA
 
Percent Leased
 
Number of Properties
 
GLA (in thousands)
 
Percent of Total
GLA
 
Percent Leased
California
 
21
 
2,782
 
17.9%
 
96.9%
 
25
 
3,265
 
18.4%
 
95.7%
Virginia
 
21
 
2,685
 
17.3%
 
96.6%
 
22
 
2,789
 
15.7%
 
96.3%
Maryland
 
13
 
1,490
 
9.6%
 
97.0%
 
14
 
1,577
 
8.9%
 
92.9%
North Carolina
 
8
 
1,272
 
8.2%
 
97.3%
 
8
 
1,276
 
7.2%
 
96.4%
Texas
 
8
 
1,070
 
6.9%
 
98.6%
 
9
 
1,227
 
6.9%
 
95.9%
Illinois
 
8
 
1,067
 
6.9%
 
97.3%
 
8
 
1,067
 
6.0%
 
97.1%
Colorado
 
5
 
862
 
5.6%
 
95.1%
 
6
 
962
 
5.4%
 
93.0%
Florida
 
9
 
720
 
4.6%
 
95.3%
 
11
 
841
 
4.7%
 
93.7%
Minnesota
 
5
 
677
 
4.4%
 
97.6%
 
5
 
675
 
3.8%
 
97.5%
Pennsylvania
 
6
 
661
 
4.3%
 
92.3%
 
7
 
982
 
5.5%
 
96.1%
Washington
 
4
 
477
 
3.1%
 
91.5%
 
5
 
577
 
3.3%
 
94.5%
Wisconsin
 
2
 
269
 
1.7%
 
93.2%
 
2
 
269
 
1.5%
 
96.9%
Massachusetts
 
1
 
184
 
1.2%
 
97.6%
 
1
 
149
 
0.8%
 
95.4%
Connecticut
 
1
 
180
 
1.2%
 
99.8%
 
1
 
180
 
1.0%
 
99.8%
South Carolina
 
2
 
162
 
1.0%
 
100.0%
 
4
 
286
 
1.6%
 
96.3%
New Jersey
 
2
 
157
 
1.0%
 
92.6%
 
2
 
157
 
0.9%
 
94.0%
New York
 
1
 
141
 
0.9%
 
100.0%
 
1
 
141
 
0.8%
 
100.0%
Indiana
 
2
 
139
 
0.9%
 
86.5%
 
2
 
139
 
0.8%
 
91.9%
Alabama
 
1
 
119
 
0.7%
 
73.9%
 
1
 
119
 
0.7%
 
71.6%
Arizona
 
1
 
108
 
0.7%
 
94.1%
 
1
 
108
 
0.6%
 
89.2%
Oregon
 
1
 
93
 
0.6%
 
94.8%
 
1
 
93
 
0.5%
 
94.8%
Georgia
 
1
 
86
 
0.6%
 
96.3%
 
3
 
244
 
1.4%
 
95.3%
Delaware
 
1
 
67
 
0.4%
 
96.1%
 
1
 
67
 
0.4%
 
100.0%
Dist. of Columbia
 
2
 
40
 
0.3%
 
100.0%
 
2
 
40
 
0.2%
 
100.0%
Ohio
 
 
 
—%
 
—%
 
2
 
532
 
3.0%
 
90.2%
    Total
 
126
 
15,508
 
100.0%
 
96.2%
 
144
 
17,762
 
100.0%
 
95.2%

Certain Unconsolidated Properties are encumbered by mortgage loans of $1.5 billion as of December 31, 2013.

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $17.34 and $17.03 per SFT as of December 31, 2013 and 2012, respectively.












14



The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus our pro-rata share of Unconsolidated Properties, as of December 31, 2013, based upon a percentage of total annualized base rent exceeding or equal to 0.5% (GLA and dollars in thousands):

Tenant
 
GLA
 
Percent of Company Owned GLA
 
Rent
 
Percent of Annualized Base Rent
 
Number of Leased Stores
 
Anchor Owned Stores (1)
Kroger
(2) 
2,384
 
8.6%
$
22,565

 
4.7%
 
49
 
7
Publix
 
1,940
 
7.0%
 
20,246

 
4.3%
 
49
 
1
Safeway
 
1,239
 
4.4%
 
12,638

 
2.7%
 
38
 
6
TJX Companies
 
725
 
2.6%
 
9,196

 
1.9%
 
33
 
CVS
 
509
 
1.8%
 
8,457

 
1.8%
 
46
 
Whole Foods
 
285
 
1.0%
 
6,144

 
1.3%
 
11
 
PETCO
 
283
 
1.0%
 
6,052

 
1.3%
 
38
 
Ahold/Giant
 
422
 
1.5%
 
5,724

 
1.2%
 
14
 
Albertsons
 
395
 
1.4%
 
4,952

 
1.0%
 
11
 
1
Ross Dress For Less
 
306
 
1.1%
 
4,797

 
1.0%
 
16
 
H.E.B.
 
305
 
1.1%
 
4,773

 
1.0%
 
5
 
Trader Joe's
 
163
 
0.6%
 
4,313

 
0.9%
 
18
 
JPMorgan Chase Bank
 
63
 
0.2%
 
3,894

 
0.8%
 
26
 
Bank of America
 
81
 
0.3%
 
3,846

 
0.8%
 
28
 
Wells Fargo Bank
 
82
 
0.3%
 
3,716

 
0.8%
 
39
 
Starbucks
 
95
 
0.3%
 
3,629

 
0.8%
 
76
 
Walgreens
 
136
 
0.5%
 
3,399

 
0.7%
 
12
 
Sears Holdings
 
412
 
1.5%
 
3,315

 
0.7%
 
7
 
1
Roundys/Marianos
 
233
 
0.8%
 
3,249

 
0.7%
 
7
 
Rite Aid
 
200
 
0.7%
 
3,203

 
0.7%
 
22
 
Wal-Mart
 
466
 
1.7%
 
3,026

 
0.6%
 
5
 
3
SUPERVALU
 
265
 
1.0%
 
3,008

 
0.6%
 
11
 
Panera Bread
 
89
 
0.3%
 
3,007

 
0.6%
 
26
 
Sports Authority
 
134
 
0.5%
 
2,973

 
0.6%
 
3
 
Subway
 
95
 
0.3%
 
2,946

 
0.6%
 
104
 
(1) Stores owned by anchor tenant that are attached to our centers.
(2) Kroger information includes Harris Teeter stores, as their merger was effective January 28, 2014.  

Our leases for tenant space under 5,000 square feet generally have terms ranging from three to five years. Leases greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. The leases provide for the monthly payment in advance of fixed minimum rent, additional rents calculated as a percentage of the tenant's sales, the tenant's pro-rata share of real estate taxes, insurance, and common area maintenance (“CAM”) expenses, and reimbursement for utility costs if not directly metered.







    

15



The following table summarizes lease expirations for the next ten years and thereafter, for our Consolidated and Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):

Lease Expiration Year
 
Number of Tenants with Expiring Leases
 
Expiring GLA
 
Percent of Total Company GLA
 
Minimum Rent Expiring Leases (2)
 
Percent of Minimum Rent (2)
(1)
 
19

 
27

 
0.1
%
 
$
212

 
%
2014
 
852

 
1,982

 
7.7
%
 
38,940

 
8.4
%
2015
 
1,038

 
2,344

 
9.1
%
 
49,126

 
10.7
%
2016
 
1,026

 
2,772

 
10.7
%
 
50,081

 
10.9
%
2017
 
985

 
3,242

 
12.5
%
 
63,908

 
13.9
%
2018
 
858

 
2,713

 
10.5
%
 
51,728

 
11.3
%
2019
 
351

 
2,030

 
7.8
%
 
33,852

 
7.4
%
2020
 
175

 
1,370

 
5.3
%
 
21,939

 
4.8
%
2021
 
169

 
1,261

 
4.9
%
 
19,983

 
4.4
%
2022
 
220

 
1,600

 
6.2
%
 
25,005

 
5.4
%
2023
 
223

 
1,300

 
5.0
%
 
24,348

 
5.3
%
Thereafter
 
411

 
5,226

 
20.2
%
 
80,202

 
17.5
%
Total
 
6,327

 
25,867

 
100.0
%
 
$
459,324

 
100.0
%
(1) Leases currently under month-to-month rent or in process of renewal.
(2) Minimum rent includes current minimum rent and future contractual rent steps, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements.

During 2014, we have a total of 852 leases expiring, representing 2.0 million square feet of GLA. These expiring leases have an average base rent of $19.65 per SFT. The average base rent of new leases signed during 2013 was $21.56 per SFT. During periods of recession or when occupancy is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when occupancy levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases. Based on current economic trends and expectations, and pro-rata percent leased of 94.8%, we expect to see an overall increase in rental rate growth on new and renewal leases during 2014. Exceptions may arise in certain geographic areas or at specific shopping centers based on the local economic situation, competition, location, and size of the space being leased, among other factors. Additionally, significant changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current expectations.


16



See the following property table and also see Item 7, Management's Discussion and Analysis for further information about our Consolidated and Unconsolidated Properties.
Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
ALABAMA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Valleydale Village Shop Center
 
Birmingham-Hoover
 
50%
 
2002
 
2003
 
$—
 
118,466
 
73.9%
 
$11.95
 
Publix
 
-
Shoppes at Fairhope Village
 
Mobile
 
 
 
2008
 
2008
 
 
84,740
 
84.5%
 
14.97
 
Publix
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (AL)
 
 
 
 
 
 
 
 
 
 
203,206
 
78.3%
 
13.80
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARIZONA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Palm Valley Marketplace
 
Phoenix-Mesa-Scottsdale
 
20%
 
2001
 
1999
 
11,000
 
107,633
 
94.1%
 
13.49
 
Safeway
 
-
Pima Crossing
 
Phoenix-Mesa-Scottsdale
 
 
 
1999
 
1996
 
 
238,275
 
95.6%
 
14.10
 
Golf & Tennis Pro Shop, Inc., SteinMart
 
Life Time Fitness, Paddock Pools Store, Pier 1 Imports, Fight Ready
Shops at Arizona
 
Phoenix-Mesa-Scottsdale
 
 
 
2003
 
2000
 
 
35,710
 
30.2%
 
18.82
 
-
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (AZ)
 
 
 
 
 
 
 
 
 
11,000
 
381,618
 
89.1%
 
14.25
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CALIFORNIA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amerige Heights Town Center
 
Los Angeles-Long Beach-Santa Ana
 
 
 
2000
 
2000
 
16,796
 
89,443
 
100.0%
 
27.14
 
Albertsons, (Target)
 
-
Brea Marketplace (7)
 
Los Angeles-Long Beach-Santa Ana
 
40%
 
2005
 
1987
 
50,039
 
352,226
 
99.6%
 
16.57
 
Sprout's Markets, Target
 
24 Hour Fitness, Big 5 Sporting Goods, Beverages & More!, Childtime Childcare, Golfsmith
El Camino Shopping Center
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1995
 
 
135,740
 
99.5%
 
24.36
 
Von's Food & Drug
 
Sav-On Drugs
Granada Village
 
Los Angeles-Long Beach-Santa Ana
 
40%
 
2005
 
1965
 
40,569
 
226,488
 
97.8%
 
21.09
 
Sprout's Markets
 
Rite Aid, TJ Maxx, Stein Mart, PETCO, Homegoods
Hasley Canyon Village
 
Los Angeles-Long Beach-Santa Ana
 
20%
 
2003
 
2003
 
8,362
 
65,801
 
100.0%
 
23.20
 
Ralphs
 
-
Heritage Plaza (7)
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1981
 
 
230,283
 
98.6%
 
30.53
 
Ralphs
 
CVS, Daiso, Mitsuwa Marketplace, Total Woman
Juanita Tate Marketplace (4)
 
Los Angeles-Long Beach-Santa Ana
 
 
 
2013
 
2013
 
 
77,096
 
91.5%
 
22.66
 
Northgate Market
 
CVS
Laguna Niguel Plaza
 
Los Angeles-Long Beach-Santa Ana
 
40%
 
2005
 
1985
 
9,215
 
41,943
 
96.7%
 
24.76
 
(Albertsons)
 
CVS

17



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Marina Shores
 
Los Angeles-Long Beach-Santa Ana
 
20%
 
2008
 
2001
 
11,405
 
67,727
 
100.0%
 
32.69
 
Whole Foods
 
PETCO
Morningside Plaza
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1996
 
 
91,212
 
97.4%
 
20.51
 
Stater Bros.
 
-
Newland Center
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1985
 
 
149,140
 
97.2%
 
20.77
 
Albertsons
 
-
Plaza Hermosa
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1984
 
13,800
 
94,717
 
100.0%
 
23.10
 
Von's Food & Drug
 
Sav-On Drugs
Rona Plaza
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1989
 
 
51,760
 
100.0%
 
18.97
 
Superior Super Warehouse
 
-
Seal Beach
 
Los Angeles-Long Beach-Santa Ana
 
20%
 
2002
 
1966
 
 
96,858
 
96.7%
 
23.34
 
Von's Food & Drug
 
CVS
South Bay Village
 
Los Angeles-Long Beach-Santa Ana
 
 
 
2012
 
2012
 
 
107,706
 
100.0%
 
20.21
 
Orchard Supply Hardware
 
Homegoods
Twin Oaks Shopping Center
 
Los Angeles-Long Beach-Santa Ana
 
40%
 
2005
 
1978
 
10,478
 
98,399
 
96.6%
 
17.14
 
Ralphs
 
Rite Aid
Valencia Crossroads
 
Los Angeles-Long Beach-Santa Ana
 
 
 
2002
 
2003
 
 
172,856
 
100.0%
 
23.91
 
Whole Foods, Kohl's
 
-
Woodman Van Nuys
 
Los Angeles-Long Beach-Santa Ana
 
 
 
1999
 
1992
 
 
107,614
 
100.0%
 
14.34
 
El Super
 
-
Silverado Plaza
 
Napa
 
40%
 
2005
 
1974
 
10,615
 
84,916
 
100.0%
 
15.91
 
Nob Hill
 
Longs Drug
Gelson's Westlake Market Plaza
 
Oxnard-Thousand Oaks-Ventura
 
 
 
2002
 
2002
 
 
84,975
 
98.0%
 
17.84
 
Gelson's Markets
 
-
Oakbrook Plaza
 
Oxnard-Thousand Oaks-Ventura
 
 
 
1999
 
1982
 
 
83,286
 
94.7%
 
16.61
 
Albertsons
 
(Longs Drug)
Ventura Village
 
Oxnard-Thousand Oaks-Ventura
 
 
 
1999
 
1984
 
 
76,070
 
91.3%
 
19.45
 
Von's Food & Drug
 
-
Westlake Village Plaza and Center
 
Oxnard-Thousand Oaks-Ventura
 
 
 
1999
 
1975
 
 
193,729
 
89.4%
 
31.29
 
Von's Food & Drug and Sprouts
 
(CVS), Longs Drug, Total Woman
French Valley Village Center
 
Riverside-San Bernardino-Ontario
 
 
 
2004
 
2004
 
 
98,752
 
96.9%
 
24.07
 
Stater Bros.
 
CVS
Indio Towne Center
 
Riverside-San Bernardino-Ontario
 
 
 
2006
 
2010
 
 
179,505
 
86.3%
 
17.78
 
(Home Depot), (WinCo), Toys R Us
 
CVS, 24 Hour Fitness, PETCO, Party City
Jefferson Square
 
Riverside-San Bernardino-Ontario
 
 
 
2007
 
2007
 
 
38,013
 
47.9%
 
15.17
 
-
 
CVS
Auburn Village
 
Sacramento--Arden-Arcade--Roseville
 
40%
 
2005
 
1990
 
 
133,944
 
86.2%
 
17.27
 
Bel Air Market
 
Dollar Tree, Goodwill Industries, Dollar Tree (CVS)
Folsom Prairie City Crossing
 
Sacramento--Arden-Arcade--Roseville
 
 
 
1999
 
1999
 
 
90,237
 
93.7%
 
19.10
 
Safeway
 
-
Oak Shade Town Center
 
Sacramento--Arden-Arcade--Roseville
 
 
 
2011
 
1998
 
10,147
 
103,762
 
97.7%
 
20.52
 
Safeway
 
Office Max, Rite Aid
Raley's Supermarket
 
Sacramento--Arden-Arcade--Roseville
 
20%
 
2007
 
1964
 
 
62,827
 
100.0%
 
5.41
 
Raley's
 
-

18



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
4S Commons Town Center
 
San Diego-Carlsbad-San Marcos
 
 
 
2004
 
2004
 
62,500
 
240,060
 
92.6%
 
29.74
 
Ralphs, Jimbo's...Naturally!
 
Bed Bath & Beyond, Cost Plus World Market, CVS, Griffin Ace Hardware
Balboa Mesa Shopping Center
 
San Diego-Carlsbad-San Marcos
 
 
 
2012
 
1969
 
 
186,121
 
97.7%
 
23.54
 
Von's Food & Drug, Kohl's
 
CVS
Costa Verde Center
 
San Diego-Carlsbad-San Marcos
 
 
 
1999
 
1988
 
 
178,623
 
93.9%
 
34.13
 
Bristol Farms
 
Bookstar, The Boxing Club
El Norte Pkwy Plaza
 
San Diego-Carlsbad-San Marcos
 
 
 
1999
 
1984
 
 
90,549
 
94.9%
 
16.49
 
Von's Food & Drug
 
CVS
Friars Mission Center
 
San Diego-Carlsbad-San Marcos
 
 
 
1999
 
1989
 
272
 
146,898
 
100.0%
 
30.69
 
Ralphs
 
Longs Drug
Navajo Shopping Center (7)
 
San Diego-Carlsbad-San Marcos
 
40%
 
2005
 
1964
 
8,674
 
102,139
 
98.9%
 
13.29
 
Albertsons
 
Rite Aid, O'Reilly Auto Parts
Point Loma Plaza
 
San Diego-Carlsbad-San Marcos
 
40%
 
2005
 
1987
 
27,422
 
212,652
 
90.1%
 
18.65
 
Von's Food & Drug
 
Sport Chalet 5, 24 Hour Fitness, Jo-Ann Fabrics
Rancho San Diego Village
 
San Diego-Carlsbad-San Marcos
 
40%
 
2005
 
1981
 
23,634
 
153,256
 
88.4%
 
20.10
 
Von's Food & Drug
 
(Longs Drug), 24 Hour Fitness
Twin Peaks
 
San Diego-Carlsbad-San Marcos
 
 
 
1999
 
1988
 
 
207,741
 
99.1%
 
17.43
 
Albertsons, Target
 
-
Uptown District
 
San Diego-Carlsbad-San Marcos
 
 
 
2012
 
1990
 
 
148,638
 
94.1%
 
33.30
 
Ralphs, Trader Joe's
 
-
Bayhill Shopping Center
 
San Francisco-Oakland-Fremont
 
40%
 
2005
 
1990
 
22,001
 
121,846
 
98.4%
 
21.88
 
Mollie Stone's Market
 
CVS
Clayton Valley Shopping Center
 
San Francisco-Oakland-Fremont
 
 
 
2003
 
2004
 
 
260,205
 
93.0%
 
20.29
 
Fresh & Easy, Orchard Supply Hardware
 
Longs Drugs, Dollar Tree, Ross Dress For Less
Diablo Plaza
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1982
 
 
63,265
 
100.0%
 
35.06
 
(Safeway)
 
(CVS), Beverages & More
El Cerrito Plaza
 
San Francisco-Oakland-Fremont
 
 
 
2000
 
2000
 
39,355
 
256,035
 
95.7%
 
26.81
 
(Lucky's), Trader Joe's
 
(Longs Drug), Bed Bath & Beyond, Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less
Encina Grande
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1965
 
 
102,413
 
94.0%
 
25.88
 
Safeway
 
Walgreens
Gateway 101
 
San Francisco-Oakland-Fremont
 
 
 
2008
 
2008
 
 
92,110
 
100.0%
 
31.14
 
(Home Depot), (Best Buy), Sports Authority, Nordstrom Rack
 
-
Pleasant Hill Shopping Center
 
San Francisco-Oakland-Fremont
 
40%
 
2005
 
1970
 
29,490
 
227,681
 
100.0%
 
23.53
 
Target, Toys "R" Us
 
Barnes & Noble, Ross Dress for Less
Powell Street Plaza
 
San Francisco-Oakland-Fremont
 
 
 
2001
 
1987
 
 
165,928
 
100.0%
 
30.35
 
Trader Joe's
 
PETCO, Beverages & More!, Ross Dress For Less, DB Shoe Company, Marshalls
San Leandro Plaza
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1982
 
 
50,432
 
100.0%
 
31.83
 
(Safeway)
 
(Longs Drug)

19



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Sequoia Station
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1996
 
21,100
 
103,148
 
100.0%
 
35.37
 
(Safeway)
 
Longs Drug, Barnes & Noble, Old Navy, Pier 1
Strawflower Village
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1985
 
 
78,827
 
98.5%
 
18.91
 
Safeway
 
(Longs Drug)
Tassajara Crossing
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1990
 
19,800
 
146,140
 
98.9%
 
21.69
 
Safeway
 
Longs Drug, Tassajara Valley Hardware
Woodside Central
 
San Francisco-Oakland-Fremont
 
 
 
1999
 
1993
 
 
80,591
 
100.0%
 
21.39
 
(Target)
 
Chuck E. Cheese, Marshalls
Ygnacio Plaza
 
San Francisco-Oakland-Fremont
 
40%
 
2005
 
1968
 
28,851
 
109,701
 
97.2%
 
34.70
 
Fresh & Easy
 
Sports Basement
Blossom Valley
 
San Jose-Sunnyvale-Santa Clara
 
20%
 
1999
 
1990
 
10,257
 
93,316
 
100.0%
 
24.55
 
Safeway
 
CVS
Loehmanns Plaza California
 
San Jose-Sunnyvale-Santa Clara
 
 
 
1999
 
1983
 
 
113,310
 
100.0%
 
18.24
 
(Safeway)
 
Longs Drug, Loehmann's
Mariposa Shopping Center
 
San Jose-Sunnyvale-Santa Clara
 
40%
 
2005
 
1957
 
21,256
 
126,658
 
100.0%
 
18.71
 
Safeway
 
Longs Drug, Ross Dress for Less
Snell & Branham Plaza
 
San Jose-Sunnyvale-Santa Clara
 
40%
 
2005
 
1988
 
14,170
 
92,352
 
98.6%
 
16.94
 
Safeway
 
-
West Park Plaza
 
San Jose-Sunnyvale-Santa Clara
 
 
 
1999
 
1996
 
 
88,104
 
100.0%
 
16.97
 
Safeway
 
Rite Aid
Golden Hills Promenade
 
San Luis Obispo-Paso Robles
 
 
 
2006
 
2006
 
 
241,846
 
98.1%
 
6.72
 
Lowe's
 
Bed Bath & Beyond, TJ Maxx
Five Points Shopping Center
 
Santa Barbara-Santa Maria-Goleta
 
40%
 
2005
 
1960
 
28,076
 
144,553
 
96.2%
 
24.92
 
Albertsons
 
Longs Drug, Ross Dress for Less, Big 5 Sporting Goods, PETCO
East Washington Place
 
Santa Rosa-Petaluma
 
 
 
2011
 
2011
 
 
203,313
 
93.4%
 
23.31
 
(Target), Dick's Sporting Goods, TJ Maxx
 
-
Corral Hollow
 
Stockton
 
25%
 
2000
 
2000
 
21,300
 
167,184
 
99.0%
 
16.47
 
Safeway, Orchard Supply & Hardware
 
Longs Drug
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (CA)
 
 
 
 
 
 
 
 
 
559,584
 
8,282,660
 
96.4%
 
23.07
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLORADO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arapahoe Village
 
Boulder
 
40%
 
2005
 
1957
 
14,596
 
159,045
 
95.1%
 
16.56
 
Safeway
 
Jo-Ann Fabrics, PETCO, Pier 1 Imports, HomeGoods
Crossroads Commons
 
Boulder
 
20%
 
2001
 
1986
 
17,218
 
142,589
 
98.7%
 
25.20
 
Whole Foods
 
Barnes & Noble, Bicycle Village
Falcon Marketplace
 
Colorado Springs
 
 
 
2005
 
2005
 
 
22,491
 
78.7%
 
20.61
 
(Wal-Mart Supercenter)
 
-
Marketplace at Briargate
 
Colorado Springs
 
 
 
2006
 
2006
 
 
29,075
 
100.0%
 
26.89
 
(King Soopers)
 
-
Monument Jackson Creek
 
Colorado Springs
 
 
 
1998
 
1999
 
 
85,263
 
100.0%
 
11.10
 
King Soopers
 
-

20



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Woodmen Plaza
 
Colorado Springs
 
 
 
1998
 
1998
 
 
116,233
 
93.6%
 
12.52
 
King Soopers
 
-
Applewood Shopping Center
 
Denver-Aurora
 
40%
 
2005
 
1956
 
 
381,041
 
92.8%
 
10.30
 
King Soopers, Wal-Mart
 
Applejack Liquors, PetSmart, Wells Fargo Bank
Belleview Square
 
Denver-Aurora
 
 
 
2004
 
1978
 
6,769
 
117,331
 
100.0%
 
16.76
 
King Soopers
 
-
Boulevard Center
 
Denver-Aurora
 
 
 
1999
 
1986
 
 
78,522
 
94.8%
 
25.02
 
(Safeway)
 
One Hour Optical
Buckley Square
 
Denver-Aurora
 
 
 
1999
 
1978
 
 
116,147
 
98.9%
 
9.52
 
King Soopers
 
Ace Hardware
Cherrywood Square
 
Denver-Aurora
 
40%
 
2005
 
1978
 
4,506
 
96,667
 
100.0%
 
9.21
 
King Soopers
 
-
Hilltop Village
 
Denver-Aurora
 
 
 
2002
 
2003
 
7,500
 
100,030
 
91.1%
 
8.74
 
King Soopers
 
-
Kent Place
 
Denver-Aurora
 
 
 
2011
 
2011
 
8,250
 
48,175
 
100.0%
 
19.09
 
King Soopers
 
-
Littleton Square
 
Denver-Aurora
 
 
 
1999
 
1997
 
 
94,219
 
74.5%
 
12.35
 
King Soopers
 
-
Lloyd King Center
 
Denver-Aurora
 
 
 
1998
 
1998
 
 
83,418
 
98.3%
 
11.50
 
King Soopers
 
-
Ralston Square Shopping Center
 
Denver-Aurora
 
40%
 
2005
 
1977
 
4,506
 
82,750
 
93.7%
 
9.45
 
King Soopers
 
-
Shops at Quail Creek
 
Denver-Aurora
 
 
 
2008
 
2008
 
 
37,579
 
100.0%
 
24.26
 
(King Soopers)
 
-
South Lowry Square
 
Denver-Aurora
 
 
 
1999
 
1993
 
 
119,916
 
41.7%
 
15.39
 
 
 
-
Stroh Ranch
 
Denver-Aurora
 
 
 
1998
 
1998
 
 
93,436
 
96.8%
 
11.95
 
King Soopers
 
-
Centerplace of Greeley III Phase I
 
Greeley
 
 
 
2007
 
2007
 
 
119,090
 
93.6%
 
13.49
 
Sports Authority
 
Best Buy, TJ Maxx
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (CO)
 
 
 
 
 
 
 
 
 
63,345
 
2,123,017
 
91.8%
 
14.01
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONNECTICUT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corbin's Corner
 
Hartford-West Hartford-East Hartford
 
40%
 
2005
 
1962
 
41,722
 
179,865
 
99.8%
 
26.50
 
Trader Joe's, Toys "R" Us, Best Buy
 
Toys "R" Us, Best Buy, Old Navy, Office Depot, Pier 1 Imports
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (CT)
 
 
 
 
 
 
 
 
 
41,722
 
179,865
 
99.8%
 
26.50
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DISTRICT OF COLUMBIA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shops at The Columbia
 
Washington-Arlington-Alexandria
 
25%
 
2006
 
2006
 
 
22,812
 
100.0%
 
36.75
 
Trader Joe's
 
-
Spring Valley Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1930
 
13,223
 
16,835
 
100.0%
 
83.97
 
-
 
CVS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (DC)
 
 
 
 
 
 
 
 
 
13,223
 
39,647
 
100.0%
 
62.32
 
 
 
 

21



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DELAWARE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
White Oak - Dover, DE
 
Dover
 
 
 
2000
 
2000
 
 
10,908
 
100.0%
 
32.73
 
-
 
Eckerd
Pike Creek
 
Philadelphia-Camden-Wilmington
 
 
 
1998
 
1981
 
 
231,603
 
94.6%
 
13.56
 
Acme Markets, K-Mart
 
Rite Aid
Shoppes of Graylyn
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1971
 
 
66,808
 
96.1%
 
22.24
 
-
 
Rite Aid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (DE)
 
 
 
 
 
 
 
 
 
 
309,319
 
95.1%
 
15.25
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FLORIDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corkscrew Village
 
Cape Coral-Fort Myers
 
 
 
2007
 
1997
 
8,187
 
82,011
 
92.6%
 
12.68
 
Publix
 
-
Grande Oak
 
Cape Coral-Fort Myers
 
 
 
2000
 
2000
 
 
78,784
 
96.7%
 
14.39
 
Publix
 
-
Millhopper Shopping Center
 
Gainesville
 
 
 
1993
 
1974
 
 
80,421
 
83.5%
 
15.96
 
Publix
 
-
Newberry Square
 
Gainesville
 
 
 
1994
 
1986
 
 
180,524
 
89.8%
 
7.49
 
Publix, K-Mart
 
Jo-Ann Fabrics
Anastasia Plaza
 
Jacksonville
 
 
 
1993
 
1988
 
 
102,342
 
95.1%
 
11.77
 
Publix
 
-
Courtyard Shopping Center
 
Jacksonville
 
 
 
1993
 
1987
 
 
137,256
 
100.0%
 
3.33
 
(Publix), Target
 
-
Fleming Island
 
Jacksonville
 
 
 
1998
 
2000
 
417
 
136,663
 
83.2%
 
15.15
 
Publix, (Target)
 
PETCO
Hibernia Pavilion
 
Jacksonville
 
 
 
2006
 
2006
 
 
51,298
 
84.4%
 
15.84
 
Publix
 
-
Hibernia Plaza
 
Jacksonville
 
 
 
2006
 
2006
 
 
8,400
 
16.7%
 
10.00
 
-
 
(Walgreens)
John's Creek Center
 
Jacksonville
 
20%
 
2003
 
2004
 
7,835
 
75,101
 
87.9%
 
13.76
 
Publix
 
-
Julington Village
 
Jacksonville
 
20%
 
1999
 
1999
 
9,500
 
81,820
 
100.0%
 
14.58
 
Publix
 
(CVS)
Nocatee Town Center
 
Jacksonville
 
 
 
2007
 
2007
 
 
69,679
 
100.0%
 
14.02
 
Publix
 
-
Oakleaf Commons
 
Jacksonville
 
 
 
2006
 
2006
 
 
73,717
 
90.5%
 
13.45
 
Publix
 
(Walgreens)
Old St Augustine Plaza
 
Jacksonville
 
 
 
1996
 
1990
 
 
232,459
 
92.5%
 
7.74
 
Publix, Burlington Coat Factory, Hobby Lobby
 
-
Pine Tree Plaza
 
Jacksonville
 
 
 
1997
 
1999
 
 
63,387
 
97.8%
 
12.88
 
Publix
 
-
Plantation Plaza
 
Jacksonville
 
20%
 
2004
 
2004
 
10,500
 
77,747
 
88.0%
 
15.21
 
Publix
 
-
Seminole Shoppes
 
Jacksonville
 
 
 
2009
 
2009
 
9,000
 
73,241
 
100.0%
 
20.92
 
Publix
 
-
Shoppes at Bartram Park
 
Jacksonville
 
50%
 
2005
 
2004
 
 
126,458
 
95.7%
 
17.28
 
Publix, (Kohl's)
 
(Tutor Time)
Shoppes on Riverside (4)
 
Jacksonville
 
 
 
2013
 
2013
 
 
49,870
 
48.9%
 
17.61
 
The Fresh Market
 
-
Shops at John's Creek
 
Jacksonville
 
 
 
2003
 
2004
 
 
15,490
 
91.6%
 
18.42
 
-
 
-

22



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Aventura Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1994
 
1974
 
 
102,876
 
73.7%
 
18.68
 
Publix
 
CVS
Boynton Lakes Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1997
 
1993
 
 
105,820
 
96.5%
 
14.96
 
Publix
 
Citi Trends, Pet Supermarket
Caligo Crossing (7)
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
2007
 
2007
 
 
10,763
 
100.0%
 
42.74
 
(Kohl's)
 
-
Chasewood Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1993
 
1986
 
 
146,669
 
94.6%
 
22.85
 
Publix
 
Books-A-Million, Pet Smart
Five Points Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
25%
 
2005
 
2001
 
 
38,747
 
100.0%
 
15.30
 
Publix
 
-
Fountain Square (4)
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
2013
 
2013
 
 
179,593
 
71.9%
 
21.62
 
Publix
 
Ross Dress for Less, TJ Maxx
Garden Square
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1997
 
1991
 
 
90,258
 
98.6%
 
15.60
 
Publix
 
CVS
Shoppes @ 104
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1998
 
1990
 
 
108,192
 
96.7%
 
16.09
 
Winn-Dixie
 
Navarro Discount Pharmacies
Welleby Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1996
 
1982
 
 
109,949
 
91.7%
 
11.35
 
Publix
 
Bealls
Wellington Town Square
 
Miami-Fort Lauderdale-Miami Beach
 
 
 
1996
 
1982
 
12,800
 
107,325
 
95.5%
 
19.98
 
Publix
 
CVS
Berkshire Commons
 
Naples-Marco Island
 
 
 
1994
 
1992
 
7,500
 
110,062
 
97.8%
 
13.47
 
Publix
 
Walgreens
Naples Walk Shopping Center
 
Naples-Marco Island
 
 
 
2007
 
1999
 
15,524
 
125,390
 
82.5%
 
14.66
 
Publix
 
-
Pebblebrook Plaza
 
Naples-Marco Island
 
50%
 
2000
 
2000
 
 
76,767
 
100.0%
 
13.89
 
Publix
 
(Walgreens)
Starke (7)
 
None
 
 
 
2000
 
2000
 
 
12,739
 
100.0%
 
24.65
 
-
 
CVS
Canopy Oak Center
 
Ocala
 
50%
 
2006
 
2006
 
 
90,042
 
91.8%
 
18.73
 
Publix
 
-
East Towne Center
 
Orlando
 
 
 
2002
 
2003
 
 
69,841
 
90.0%
 
13.49
 
Publix
 
-
Willa Springs
 
Orlando
 
20%
 
2000
 
2000
 
7,022
 
89,930
 
100.0%
 
17.86
 
Publix
 
-
Lynnhaven
 
Panama City-Lynn Haven
 
50%
 
2001
 
2001
 
 
63,871
 
95.6%
 
12.12
 
Publix
 
-
Carriage Gate
 
Tallahassee
 
 
 
1994
 
1978
 
 
74,284
 
80.1%
 
18.82
 
-
 
TJ Maxx
Ocala Corners (7)
 
Tallahassee
 
 
 
2000
 
2000
 
5,211
 
86,772
 
97.9%
 
13.83
 
Publix
 
-
Bloomingdale Square
 
Tampa-St. Petersburg-Clearwater
 
 
 
1998
 
1987
 
 
267,736
 
98.9%
 
9.26
 
Publix, Wal-Mart, Bealls
 
 Ace Hardware
Kings Crossing Sun City
 
Tampa-St. Petersburg-Clearwater
 
 
 
1999
 
1999
 
 
75,020
 
97.1%
 
12.27
 
Publix
 
-
Marketplace Shopping Center
 
Tampa-St. Petersburg-Clearwater
 
 
 
1995
 
1983
 
 
90,296
 
80.7%
 
17.94
 
LA Fitness
 
-
Northgate Square
 
Tampa-St. Petersburg-Clearwater
 
 
 
2007
 
1995
 
 
75,495
 
100.0%
 
13.28
 
Publix
 
-
Regency Square
 
Tampa-St. Petersburg-Clearwater
 
 
 
1993
 
1986
 
 
351,688
 
97.0%
 
15.03
 
AMC Theater, Michaels, (Best Buy), (Macdill)
 
Dollar Tree, Marshalls, Shoe Carnival, Staples, TJ Maxx, PETCO, Ulta

23



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Suncoast Crossing (7)
 
Tampa-St. Petersburg-Clearwater
 
 
 
2007
 
2007
 
 
117,885
 
90.8%
 
5.80
 
Kohl's, (Target)
 
-
Town Square
 
Tampa-St. Petersburg-Clearwater
 
 
 
1997
 
1999
 
 
44,380
 
90.0%
 
26.74
 
-
 
PETCO, Pier 1 Imports
Village Center
 
Tampa-St. Petersburg-Clearwater
 
 
 
1995
 
1993
 
 
181,651
 
78.5%
 
18.21
 
Publix
 
Walgreens, Stein Mart
Westchase
 
Tampa-St. Petersburg-Clearwater
 
 
 
2007
 
1998
 
7,529
 
78,998
 
100.0%
 
14.33
 
Publix
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (FL)
 
 
 
 
 
 
 
 
 
101,025
 
4,879,707
 
91.5%
 
14.35
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GEORGIA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ashford Place
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1993
 
 
53,449
 
81.5%
 
19.48
 
-
 
Harbor Freight Tools
Briarcliff La Vista
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1962
 
 
39,204
 
100.0%
 
18.26
 
-
 
Michaels
Briarcliff Village (7)
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1990
 
 
189,551
 
95.2%
 
14.89
 
Publix
 
Office Depot, Party City, Shoe Carnival, TJ Maxx
Buckhead Court
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1984
 
 
48,317
 
92.5%
 
15.81
 

 
-
Cambridge Square
 
Atlanta-Sandy Springs-Marietta
 
 
 
1996
 
1979
 
 
71,429
 
100.0%
 
13.82
 
Kroger
 
-
Cornerstone Square
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1990
 
 
80,406
 
95.7%
 
14.67
 
Aldi
 
CVS, Hancock Fabrics, Concentra
Delk Spectrum
 
Atlanta-Sandy Springs-Marietta
 
 
 
1998
 
1991
 
 
98,675
 
83.3%
 
14.99
 
Publix
 
Eckerd
Dunwoody Hall
 
Atlanta-Sandy Springs-Marietta
 
20%
 
1997
 
1986
 
6,857
 
85,899
 
96.3%
 
16.29
 
Publix
 
Eckerd
Dunwoody Village
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1975
 
 
120,758
 
97.2%
 
17.48
 
Fresh Market
 
Walgreens, Dunwoody Prep
Howell Mill Village (7)
 
Atlanta-Sandy Springs-Marietta
 
 
 
2004
 
1984
 
 
92,294
 
98.8%
 
18.66
 
Publix
 
Eckerd
Loehmanns Plaza Georgia
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1986
 
 
137,686
 
92.2%
 
21.10
 
-
 
Loehmann's, Office Max, Dance 101
Paces Ferry Plaza (7)
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1987
 
 
61,698
 
89.5%
 
30.99
 
-
 
Harry Norman Realtors
Powers Ferry Square
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1987
 
 
97,897
 
99.3%
 
26.28
 
-
 
CVS, PETCO
Powers Ferry Village
 
Atlanta-Sandy Springs-Marietta
 
 
 
1997
 
1994
 
 
78,896
 
100.0%
 
11.97
 
Publix
 
Mardi Gras, Brush Creek Package

24



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Russell Ridge
 
Atlanta-Sandy Springs-Marietta
 
 
 
1994
 
1995
 
 
98,559
 
91.4%
 
12.15
 
Kroger
 
-
Sandy Springs
 
Atlanta-Sandy Springs-Marietta
 
 
 
2012
 
2006
 
16,371
 
116,304
 
98.5%
 
19.67
 
-
 
Trader Joe's, Pier 1, Party City
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (GA)
 
 
 
 
 
 
 
 
 
23,228
 
1,471,022
 
94.7%
 
17.77
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ILLINOIS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Civic Center Plaza
 
Chicago-Naperville-Joliet
 
40%
 
2005
 
1989
 
26,128
 
264,973
 
98.9%
 
10.94
 
Super H Mart, Home Depot
 
O'Reilly Automotive, King Spa
Geneva Crossing
 
Chicago-Naperville-Joliet
 
20%
 
2004
 
1997
 
10,900
 
123,182
 
98.8%
 
14.07
 
Dominick's
 
Goodwill
Glen Gate (4)
 
Chicago-Naperville-Joliet
 
 
 
2013
 
2013
 
 
103,134
 
73.3%
 
22.50
 
Mariano's Fresh Market
 
-
Glen Oak Plaza
 
Chicago-Naperville-Joliet
 
 
 
2010
 
1967
 
 
62,616
 
100.0%
 
21.97
 
Trader Joe's
 
Walgreens, ENH Medical Offices
Hinsdale
 
Chicago-Naperville-Joliet
 
 
 
1998
 
1986
 
 
178,960
 
95.1%
 
13.03
 
 Dominick's
 
Goodwill, Cardinal Fitness
McHenry Commons Shopping Center
 
Chicago-Naperville-Joliet
 
40%
 
2005
 
1988
 
9,089
 
99,448
 
92.6%
 
7.39
 
Hobby Lobby
 
Goodwill
Riverside Sq & River's Edge
 
Chicago-Naperville-Joliet
 
40%
 
2005
 
1986
 
15,835
 
169,435
 
100.0%
 
15.22
 
Dominick's
 
Ace Hardware, Party City
Roscoe Square
 
Chicago-Naperville-Joliet
 
40%
 
2005
 
1981
 
11,954
 
140,426
 
97.3%
 
18.97
 
Mariano's
 
Walgreens, Toys "R" Us
Shorewood Crossing
 
Chicago-Naperville-Joliet
 
20%
 
2004
 
2001
 
 
87,705
 
91.7%
 
14.13
 
Dominick's
 
-
Shorewood Crossing II
 
Chicago-Naperville-Joliet
 
20%
 
2007
 
2005
 
7,187
 
86,276
 
100.0%
 
13.57
 
-
 
Babies R Us, Staples, PETCO, Factory Card Outlet
Stonebrook Plaza Shopping Center
 
Chicago-Naperville-Joliet
 
40%
 
2005
 
1984
 
8,450
 
95,825
 
94.3%
 
11.59
 
Dominick's
 
-
Westbrook Commons
 
Chicago-Naperville-Joliet
 
 
 
2001
 
1984
 
 
123,855
 
91.3%
 
10.86
 
Dominick's
 
Goodwill
Willow Festival (7)
 
Chicago-Naperville-Joliet
 
 
 
2010
 
2007
 
39,505
 
403,876
 
98.8%
 
16.39
 
Whole Foods, Lowe's
 
CVS, DSW Warehouse, HomeGoods, Recreational Equipment, Best Buy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (IL)
 
 
 
 
 
 
 
 
 
129,048
 
1,939,711
 
95.9%
 
14.67
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INDIANA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airport Crossing
 
Chicago-Naperville-Joliet
 
 
 
2006
 
2006
 
 
11,924
 
88.6%
 
17.46
 
(Kohl's)
 
-
Augusta Center
 
Chicago-Naperville-Joliet
 
 
 
2006
 
2006
 
 
14,533
 
90.1%
 
22.10
 
(Menards)
 
-
Shops on Main (4)
 
Chicago-Naperville-Joliet
 
 
 
2013
 
2013
 
 
154,931
 
89.4%
 
13.34
 
Gordmans
 
Ross Dress for Less, HomeGoods, DSW

25



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Greenwood Springs
 
Indianapolis
 
 
 
2004
 
2004
 
 
28,028
 
100.0%
 
15.23
 
(Gander Mountain), (Wal-Mart Supercenter)
 
-
Willow Lake Shopping Center
 
Indianapolis
 
40%
 
2005
 
1987
 
 
85,923
 
80.0%
 
16.76
 
(Kroger)
 
-
Willow Lake West Shopping Center
 
Indianapolis
 
40%
 
2005
 
2001
 
 
52,961
 
97.0%
 
23.54
 
Trader Joe's
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (IN)
 
 
 
 
 
 
 
 
 
 
348,300
 
89.1%
 
15.60
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KENTUCKY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Walton Towne Center
 
Cincinnati-Middletown
 
 
 
2007
 
2007
 
 
23,186
 
100.0%
 
17.71
 
(Kroger)
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (KY)
 
 
 
 
 
 
 
 
 
 
23,186
 
100.0%
 
17.71
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MASSACHUSETTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fellsway Plaza
 
Boston-Cambridge-Quincy
 
 
 
2013
 
2008
 
28,100
 
148,717
 
100.0%
 
17.88
 
Stop & Shop
 
CW Price, Modells Sporting Goods
Shops at Saugus
 
Boston-Cambridge-Quincy
 
 
 
2006
 
2006
 
 
86,855
 
92.8%
 
27.96
 
Trader Joe's
 
La-Z-Boy, PetSmart
Twin City Plaza
 
Boston-Cambridge-Quincy
 
 
 
2006
 
2004
 
40,493
 
270,242
 
95.4%
 
16.95
 
Shaw's, Marshall's
 
Rite Aid, K&G Fashion, Dollar Tree, Gold's Gym, Extra Space Storage
Speedway Plaza
 
Worcester
 
20%
 
2006
 
1988
 
8,518
 
183,942
 
94.9%
 
10.61
 
Stop & Shop, Burlington Coat Factory
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (MA)
 
 
 
 
 
 
 
 
 
77,111
 
689,756
 
95.9%
 
18.56
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MARYLAND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Festival at Woodholme
 
Baltimore-Towson
 
40%
 
2005
 
1986
 
22,001
 
81,016
 
95.3%
 
36.66
 
Trader Joe's
 
-
Parkville Shopping Center
 
Baltimore-Towson
 
40%
 
2005
 
1961
 
12,196
 
162,382
 
98.6%
 
14.88
 
Giant Food
 
Parkville Lanes, Castlewood Realty (Sub: Herit)
Southside Marketplace
 
Baltimore-Towson
 
40%
 
2005
 
1990
 
15,162
 
125,146
 
96.1%
 
16.93
 
Shoppers Food Warehouse
 
Rite Aid
Valley Centre
 
Baltimore-Towson
 
40%
 
2005
 
1987
 
19,591
 
219,549
 
100.0%
 
15.02
 
-
 
TJ Maxx, Ross Dress for Less, HomeGoods, Staples, PetSmart

26



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Village at Lee Airpark (7)
 
Baltimore-Towson
 
 
 
2005
 
2005
 
 
87,557
 
100.0%
 
30.62
 
Giant Food, (Sunrise)
 
-
Bowie Plaza
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1966
 
 
102,904
 
93.8%
 
18.29
 
-
 
CVS, Fitness 4 Less
Burnt Mills (7)
 
Washington-Arlington-Alexandria
 
20%
 
2013
 
2004
 
7,147
 
31,316
 
100.0%
 
34.00
 
-
 
-
Clinton Park
 
Washington-Arlington-Alexandria
 
20%
 
2003
 
2003
 
 
206,050
 
95.6%
 
9.44
 
Giant Food, Sears, (Toys "R" Us)
 
Fitness For Less
Cloppers Mill Village
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1995
 
 
137,098
 
96.1%
 
17.44
 
Shoppers Food Warehouse
 
CVS
Firstfield Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1978
 
 
22,328
 
88.8%
 
37.10
 
-
 
-
King Farm Village Center
 
Washington-Arlington-Alexandria
 
25%
 
2004
 
2001
 
27,500
 
118,326
 
92.5%
 
27.53
 
Safeway
 
-
Takoma Park
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1960
 
 
104,079
 
100.0%
 
11.78
 
Shoppers Food Warehouse
 
-
Watkins Park Plaza
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1985
 
 
111,141
 
100.0%
 
23.33
 
Safeway
 
CVS
Woodmoor Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1954
 
6,907
 
68,627
 
98.1%
 
26.26
 
-
 
CVS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (MD)
 
 
 
 
 
 
 
 
 
110,504
 
1,577,519
 
97.2%
 
20.60
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MICHIGAN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State Street Crossing
 
Ann Arbor
 
 
 
2006
 
2006
 
 
21,049
 
100.0%
 
18.77
 
(Wal-Mart)
 
-
Fenton Marketplace
 
Flint
 
 
 
1999
 
1999
 
 
97,275
 
43.3%
 
8.81
 
-
 
Michaels
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-
Subtotal/Weighted Average (MI)
 
 
 
 
 
 
 
 
 
 
118,324
 
53.4%
 
12.13
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MINNESOTA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apple Valley Square
 
Minneapolis-St. Paul-Bloomington
 
25%
 
2006
 
1998
 
16,000
 
184,841
 
95.2%
 
11.61
 
Rainbow Foods, Jo-Ann Fabrics, (Burlington Coat Factory)
 
Savers, PETCO
Calhoun Commons
 
Minneapolis-St. Paul-Bloomington
 
25%
 
2011
 
1999
 
4,316
 
66,150
 
100.0%
 
22.13
 
Whole Foods
 
-
Colonial Square
 
Minneapolis-St. Paul-Bloomington
 
40%
 
2005
 
1959
 
10,090
 
93,248
 
98.7%
 
17.96
 
Lund's
 
-

27



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Rockford Road Plaza
 
Minneapolis-St. Paul-Bloomington
 
40%
 
2005
 
1991
 
 
207,209
 
98.7%
 
11.41
 
Kohl's
 
PetSmart, HomeGoods, TJ Maxx
Rockridge Center
 
Minneapolis-St. Paul-Bloomington
 
20%
 
2011
 
2006
 
14,539
 
125,213
 
97.0%
 
13.02
 
Cub Foods
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (MN)
 
 
 
 
 
 
 
 
 
44,945
 
676,661
 
97.6%
 
13.70
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MISSOURI
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brentwood Plaza
 
St. Louis
 
 
 
2007
 
2002
 
 
60,452
 
100.0%
 
10.23
 
Schnucks
 
-
Bridgeton
 
St. Louis
 
 
 
2007
 
2005
 
 
70,762
 
100.0%
 
11.90
 
Schnucks, (Home Depot)
 
-
Dardenne Crossing
 
St. Louis
 
 
 
2007
 
1996
 
 
67,430
 
100.0%
 
10.81
 
Schnucks
 
-
Kirkwood Commons
 
St. Louis
 
 
 
2007
 
2000
 
11,510
 
209,703
 
100.0%
 
9.73
 
Wal-Mart, (Target), (Lowe's)
 
TJ Maxx, HomeGoods, Famous Footwear
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (MO)
 
 
 
 
 
 
 
 
 
11,510
 
408,347
 
100.0%
 
11.99
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NORTH CAROLINA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carmel Commons
 
Charlotte-Gastonia-Concord
 
 
 
1997
 
1979
 
 
132,651
 
92.5%
 
17.63
 
Fresh Market
 
Chuck E. Cheese, Party City, Rite Aid, Planet Fitness
Cochran Commons
 
Charlotte-Gastonia-Concord
 
20%
 
2007
 
2003
 
5,977
 
66,020
 
98.2%
 
15.44
 
Harris Teeter
 
(Walgreens)
Phillips Place
 
Charlotte-Gastonia-Concord
 
50%
 
2012
 
2005
 
44,500
 
133,059
 
99.3%
 
30.89
 
-
 
Phillips Place Theater, Dean & Deluca
Providence Commons
 
Charlotte-Gastonia-Concord
 
25%
 
2010
 
1994
 
 
77,315
 
100.0%
 
16.00
 
Harris Teeter
 
Rite Aid
Erwin Square (4)
 
Durham-Chapel Hill
 
 
 
2012
 
2012
 
 
89,901
 
84.9%
 
15.20
 
Harris Teeter
 
-
Southpoint Crossing
 
Durham-Chapel Hill
 
 
 
1998
 
1998
 
 
103,240
 
97.1%
 
15.01
 
Kroger
 
-
Village Plaza
 
Durham-Chapel Hill
 
20%
 
2012
 
2008
 
8,000
 
74,530
 
100.0%
 
16.56
 
Whole Foods
 
PTA Thrift Shop
Woodcroft Shopping Center
 
Durham-Chapel Hill
 
 
 
1996
 
1984
 
 
89,833
 
98.7%
 
12.04
 
Food Lion
 
Triangle True Value Hardware
Cameron Village
 
Raleigh-Cary
 
30%
 
2004
 
1949
 
47,300
 
552,541
 
96.8%
 
18.29
 
Harris Teeter, Fresh Market
 
Eckerd, Talbots, Wake County Public Library, Great Outdoor Provision Co., York Properties, The Bargain Box, K&W Cafeteria, Johnson-Lambe Sporting Goods, Pier 1 Imports, Bevello, The Cheshire Cat Gallery
Colonnade Center
 
Raleigh-Cary
 
 
 
2009
 
2009
 
 
57,637
 
100.0%
 
26.36
 
Whole Foods
 
-

28



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Glenwood Village
 
Raleigh-Cary
 
 
 
1997
 
1983
 
 
42,864
 
96.8%
 
14.09
 
Harris Teeter
 
-
Harris Crossing
 
Raleigh-Cary
 
 
 
2007
 
2007
 
 
65,150
 
92.9%
 
8.63
 
Harris Teeter
 
-
Holly Park
 
Raleigh-Cary
 
 
 
2013
 
2009
 
 
159,871
 
98.6%
 
13.07
 
Trader Joe's
 
Ross Dress For Less, Staples, US Fitness Products, Overton's, Jerry's Arystsms, Pet Supplies Plus, RX Uniform
Lake Pine Plaza
 
Raleigh-Cary
 
 
 
1998
 
1997
 
 
87,690
 
95.2%
 
11.61
 
Kroger
 
-
Maynard Crossing
 
Raleigh-Cary
 
20%
 
1998
 
1997
 
8,935
 
122,782
 
92.8%
 
14.28
 
Kroger
 
-
Middle Creek Commons
 
Raleigh-Cary
 
 
 
2006
 
2006
 
 
73,634
 
96.7%
 
14.87
 
Lowes Foods
 
-
Shoppes of Kildaire
 
Raleigh-Cary
 
40%
 
2005
 
1986
 
18,474
 
145,101
 
97.2%
 
16.62
 
Trader Joe's
 
Home Comfort Furniture, Fitness Connection, Staples
Sutton Square
 
Raleigh-Cary
 
20%
 
2006
 
1985
 
 
101,025
 
98.7%
 
16.40
 
Fresh Market
 
Rite Aid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (NC)
 
 
 
 
 
 
 
 
 
133,186
 
2,174,844
 
96.5%
 
16.15
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NEW JERSEY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plaza Square
 
New York-Northern New Jersey-Long Island
 
40%
 
2005
 
1990
 
14,008
 
103,891
 
95.3%
 
21.81
 
Shop Rite
 
-
Haddon Commons
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1985
 
1,531
 
52,871
 
87.3%
 
6.35
 
Acme Markets
 
CVS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (NJ)
 
 
 
 
 
 
 
 
 
15,539
 
156,762
 
92.6%
 
16.89
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lake Grove Commons
 
New York-Northern New Jersey-Long Island
 
40%
 
2012
 
2008
 
33,236
 
141,382
 
100.0%
 
29.68
 
Whole Foods, LA Fitness
 
PETCO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (NY)
 
 
 
 
 
 
 
 
 
33,236
 
141,382
 
100.0%
 
29.68
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OHIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cherry Grove
 
Cincinnati-Middletown
 
 
 
1998
 
1997
 
 
195,513
 
97.9%
 
10.57
 
Kroger
 
Hancock Fabrics, Shoe Carnival, TJ Maxx
Hyde Park
 
Cincinnati-Middletown
 
 
 
1997
 
1995
 
 
396,720
 
95.9%
 
14.58
 
Kroger, Biggs
 
Walgreens, Jo-Ann Fabrics, Ace Hardware, Michaels, Staples

29



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Red Bank Village
 
Cincinnati-Middletown
 
 
 
2006
 
2006
 
 
164,318
 
100.0%
 
6.39
 
Wal-Mart
 
-
Regency Commons
 
Cincinnati-Middletown
 
 
 
2004
 
2004
 
 
30,770
 
94.5%
 
21.42
 
-
 
-
Westchester Plaza
 
Cincinnati-Middletown
 
 
 
1998
 
1988
 
 
88,181
 
95.3%
 
9.25
 
Kroger
 
-
East Pointe
 
Columbus
 
 
 
1998
 
1993
 
 
102,422
 
100.0%
 
9.08
 
Kroger
 
-
Kroger New Albany Center
 
Columbus
 
 
 
1999
 
1999
 
 
93,286
 
100.0%
 
11.15
 
Kroger
 
-
Maxtown Road (Northgate)
 
Columbus
 
 
 
1998
 
1996
 
 
85,100
 
100.0%
 
11.01
 
Kroger, (Home Depot)
 
-
Windmiller Plaza Phase I
 
Columbus
 
 
 
1998
 
1997
 
 
140,437
 
98.5%
 
8.91
 
Kroger
 
Sears Hardware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (OH)
 
 
 
 
 
 
 
 
 
 
1,296,747
 
97.8%
 
11.28
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OREGON
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corvallis Market Center
 
Corvallis
 
 
 
2006
 
2006
 
 
84,548
 
100.0%
 
19.12
 
Trader Joe's
 
TJ Maxx, Michael's
Northgate Marketplace
 
Medford
 
 
 
2011
 
2011
 
 
80,953
 
98.8%
 
20.94
 
Trader Joe's
 
REI, PETCO, Ulta Salon
Greenway Town Center
 
Portland-Vancouver-Beaverton
 
40%
 
2005
 
1979
 
10,021
 
93,101
 
94.8%
 
12.30
 
Whole Foods
 
Rite Aid, Dollar Tree
Murrayhill Marketplace
 
Portland-Vancouver-Beaverton
 
 
 
1999
 
1988
 
7,013
 
148,967
 
95.4%
 
15.38
 
Safeway
 
-
Sherwood Crossroads
 
Portland-Vancouver-Beaverton
 
 
 
1999
 
1999
 
 
87,966
 
94.2%
 
10.65
 
Safeway
 
-
Sunnyside 205
 
Portland-Vancouver-Beaverton
 
 
 
1999
 
1988
 
 
53,547
 
86.0%
 
25.14
 
-
 
-
Tanasbourne Market (7)
 
Portland-Vancouver-Beaverton
 
 
 
2006
 
2006
 
 
71,000
 
100.0%
 
27.37
 
Whole Foods
 
-
Walker Center
 
Portland-Vancouver-Beaverton
 
 
 
1999
 
1987
 
 
89,610
 
94.0%
 
19.12
 
Bed Bath and Beyond
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (OR)
 
 
 
 
 
 
 
 
 
17,034
 
709,692
 
95.7%
 
18.36
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PENNSYLVANIA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allen Street Shopping Center
 
Allentown-Bethlehem-Easton
 
40%
 
2005
 
1958
 
 
46,228
 
100.0%
 
13.94
 
Ahart's Market
 
-
Lower Nazareth Commons
 
Allentown-Bethlehem-Easton
 
 
 
2007
 
2007
 
 
90,210
 
100.0%
 
25.31
 
(Wegmans), (Target), Sports Authority
 
PETCO
Stefko Boulevard Shopping Center (7)
 
Allentown-Bethlehem-Easton
 
40%
 
2005
 
1976
 
 
133,899
 
93.1%
 
9.92
 
Valley Farm Market
 
Dollar Tree

30



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Hershey (7)
 
Harrisburg-Carlisle
 
 
 
2000
 
2000
 
 
6,000
 
100.0%
 
30.41
 
-
 
-
City Avenue Shopping Center
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1960
 
21,204
 
159,406
 
76.7%
 
18.97
 
-
 
Ross Dress for Less, TJ Maxx
Gateway Shopping Center
 
Philadelphia-Camden-Wilmington
 
 
 
2004
 
1960
 
 
214,213
 
99.3%
 
26.15
 
Trader Joe's
 
Staples, TJ Maxx, Famous Footwear, Jo-Ann Fabrics
Kulpsville Village Center
 
Philadelphia-Camden-Wilmington
 
 
 
2006
 
2006
 
 
14,820
 
100.0%
 
30.36
 
-
 
Walgreens
Mercer Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1988
 
11,363
 
91,400
 
96.7%
 
20.98
 
Wies Markets
 
-
Newtown Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1970
 
11,167
 
140,789
 
100.0%
 
15.80
 
Acme Markets
 
Rite Aid
Warwick Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
40%
 
2005
 
1999
 
9,992
 
89,680
 
98.0%
 
19.12
 
Giant Food
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (PA)
 
 
 
 
 
 
 
 
 
53,726
 
986,645
 
94.7%
 
22.06
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SOUTH CAROLINA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Merchants Village
 
Charleston-North Charleston
 
40%
 
1997
 
1997
 
10,142
 
79,649
 
100.0%
 
14.57
 
Publix
 
-
Orangeburg
 
Charleston-North Charleston
 
 
 
2006
 
2006
 
 
14,820
 
100.0%
 
23.01
 
-
 
Walgreens
Queensborough Shopping Center
 
Charleston-North Charleston
 
50%
 
1998
 
1993
 
 
82,333
 
100.0%
 
10.15
 
Publix
 
-
Buckwalter Village
 
Hilton Head Island-Beaufort
 
 
 
2006
 
2006
 
 
59,601
 
100.0%
 
14.53
 
Publix
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (SC)
 
 
 
 
 
 
 
 
 
10,142
 
236,403
 
100.0%
 
14.17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TENNESSEE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dickson Tn
 
Nashville-Davidson--Murfreesboro
 
 
 
1998
 
1998
 
 
10,908
 
100.0%
 
20.35
 
-
 
Eckerd
Harpeth Village Fieldstone
 
Nashville-Davidson--Murfreesboro
 
 
 
1997
 
1998
 
 
70,091
 
100.0%
 
14.12
 
Publix
 
-
Lebanon Center
 
Nashville-Davidson--Murfreesboro
 
 
 
2006
 
2006
 
 
63,800
 
94.0%
 
12.28
 
Publix
 
-
Northlake Village
 
Nashville-Davidson--Murfreesboro
 
 
 
2000
 
1988
 
 
137,807
 
93.5%
 
12.61
 
Kroger
 
PETCO
Peartree Village
 
Nashville-Davidson--Murfreesboro
 
 
 
1997
 
1997
 
8,043
 
109,506
 
100.0%
 
18.09
 
Harris Teeter
 
PETCO, Office Max
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

31



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Subtotal/Weighted Average (TN)
 
 
 
 
 
 
 
 
 
8,043
 
392,112
 
96.7%
 
13.23
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TEXAS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hancock
 
Austin-Round Rock
 
 
 
1999
 
1998
 
 
410,438
 
98.2%
 
14.26
 
H.E.B., Sears
 
Twin Liquors, PETCO, 24 Hour Fitness
Market at Round Rock
 
Austin-Round Rock
 
 
 
1999
 
1987
 
 
122,646
 
87.1%
 
17.44
 
Sprout's Markets
 
Office Depot
North Hills
 
Austin-Round Rock
 
 
 
1999
 
1995
 
 
144,020
 
97.3%
 
20.99
 
H.E.B.
 
-
Tech Ridge Center
 
Austin-Round Rock
 
 
 
2011
 
2001
 
10,497
 
187,350
 
94.0%
 
20.48
 
H.E.B.
 
Office Depot, Petco
Bethany Park Place
 
Dallas-Fort Worth-Arlington
 
20%
 
1998
 
1998
 
5,747
 
98,906
 
100.0%
 
11.39
 
Kroger
 
-
Hickory Creek Plaza
 
Dallas-Fort Worth-Arlington
 
 
 
2006
 
2006
 
 
28,134
 
93.6%
 
23.98
 
(Kroger)
 
-
Hillcrest Village
 
Dallas-Fort Worth-Arlington
 
 
 
1999
 
1991
 
 
14,530
 
100.0%
 
44.40
 
-
 
-
Keller Town Center
 
Dallas-Fort Worth-Arlington
 
 
 
1999
 
1999
 
 
120,319
 
88.7%
 
19.92
 
Tom Thumb
 
-
Lebanon/Legacy Center
 
Dallas-Fort Worth-Arlington
 
 
 
2000
 
2002
 
 
56,435
 
100.0%
 
22.46
 
(Wal-Mart)
 
-
Market at Preston Forest
 
Dallas-Fort Worth-Arlington
 
 
 
1999
 
1990
 
 
96,353
 
100.0%
 
19.49
 
Tom Thumb
 
-
Mockingbird Common
 
Dallas-Fort Worth-Arlington
 
 
 
1999
 
1987
 
10,300
 
120,321
 
91.4%
 
16.96
 
Tom Thumb
 
Ogle School of Hair Design
Preston Oaks (7)
 
Dallas-Fort Worth-Arlington
 
 
 
2013
 
1991
 
 
103,503
 
93.8%
 
29.59
 
H.E.B. Central Market
 
Pier 1 Imports
Prestonbrook
 
Dallas-Fort Worth-Arlington
 
 
 
1998
 
1998
 
6,800
 
91,537
 
98.5%
 
13.53
 
Kroger
 
-
Shiloh Springs
 
Dallas-Fort Worth-Arlington
 
20%
 
1998
 
1998
 
6,857
 
110,040
 
94.1%
 
14.24
 
Kroger
 
-
Signature Plaza
 
Dallas-Fort Worth-Arlington
 
 
 
2003
 
2004
 
 
32,415
 
72.3%
 
20.93
 
(Kroger)
 
-
Alden Bridge
 
Houston-Baytown-Sugar Land
 
20%
 
2002
 
1998
 
12,872
 
138,935
 
100.0%
 
18.91
 
Kroger
 
Walgreens
Cochran's Crossing
 
Houston-Baytown-Sugar Land
 
 
 
2002
 
1994
 
 
138,192
 
100.0%
 
16.88
 
Kroger
 
CVS
Indian Springs Center
 
Houston-Baytown-Sugar Land
 
50%
 
2002
 
2003
 
25,597
 
136,625
 
98.9%
 
19.96
 
H.E.B.
 
-
Panther Creek
 
Houston-Baytown-Sugar Land
 
 
 
2002
 
1994
 
 
166,077
 
100.0%
 
17.57
 
Randall's Food
 
CVS, Sears Paint & Hardware (Sublease Morelands), The Woodlands Childrens Museum
Southpark at Cinco Ranch
 
Houston-Baytown-Sugar Land
 
 
 
2012
 
2012
 
 
239,187
 
95.6%
 
11.17
 
Kroger, Academy
 
-
Sterling Ridge
 
Houston-Baytown-Sugar Land
 
 
 
2002
 
2000
 
13,900
 
128,643
 
100.0%
 
19.03
 
Kroger
 
CVS
Sweetwater Plaza
 
Houston-Baytown-Sugar Land
 
20%
 
2001
 
2000
 
11,405
 
134,045
 
99.1%
 
16.39
 
Kroger
 
Walgreens

32



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Weslayan Plaza East
 
Houston-Baytown-Sugar Land
 
40%
 
2005
 
1969
 
 
169,693
 
100.0%
 
16.11
 
-
 
Berings, Ross Dress for Less, Michaels, Berings Warehouse, Chuck E. Cheese, The Next Level Fitness, Spec's Liquor, Bike Barn
Weslayan Plaza West
 
Houston-Baytown-Sugar Land
 
40%
 
2005
 
1969
 
39,961
 
185,964
 
99.2%
 
17.21
 
Randall's Food
 
Walgreens, PETCO, Jo Ann's, Office Max, Tuesday Morning
Westwood Village
 
Houston-Baytown-Sugar Land
 
 
 
2006
 
2006
 
 
183,547
 
98.2%
 
17.96
 
(Target)
 
Gold's Gym, PetSmart, Office Max, Ross Dress For Less, TJ Maxx
Woodway Collection
 
Houston-Baytown-Sugar Land
 
40%
 
2005
 
1974
 
9,163
 
96,224
 
95.8%
 
25.11
 
Whole Foods
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (TX)
 
 
 
 
 
 
 
 
 
153,099
 
3,454,079
 
96.8%
 
17.79
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
VIRGINIA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hollymead Town Center
 
Charlottesville
 
20%
 
2003
 
2004
 
21,545
 
153,739
 
96.9%
 
22.04
 
Harris Teeter, (Target)
 
Petsmart
Culpeper Colonnade
 
Culpeper
 
 
 
2006
 
2006
 
 
171,446
 
100.0%
 
15.95
 
Martin's, Dick's Sporting Goods, (Target)
 
PetSmart, Staples
Gayton Crossing
 
Richmond
 
40%
 
2005
 
1983
 
15,391
 
156,917
 
88.6%
 
13.85
 
Martin's, (Kroger)
 
-
Hanover Village Shopping Center
 
Richmond
 
40%
 
2005
 
1971
 
 
88,006
 
83.8%
 
8.24
 
-
 
Tractor Supply Company, Floor Trader
Village Shopping Center
 
Richmond
 
40%
 
2005
 
1948
 
16,583
 
111,177
 
96.3%
 
21.18
 
Martin's
 
CVS
Ashburn Farm Market Center
 
Washington-Arlington-Alexandria
 
 
 
2000
 
2000
 
 
91,905
 
100.0%
 
22.88
 
Giant Food
 
-
Ashburn Farm Village Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1996
 
 
88,897
 
100.0%
 
14.90
 
Shoppers Food Warehouse
 
-
Braemar Shopping Center
 
Washington-Arlington-Alexandria
 
25%
 
2004
 
2004
 
12,076
 
96,439
 
96.9%
 
19.60
 
Safeway
 
-
Centre Ridge Marketplace
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1996
 
14,025
 
104,100
 
98.8%
 
17.57
 
Shoppers Food Warehouse
 
Sears
Fairfax Shopping Center
 
Washington-Arlington-Alexandria
 
 
 
2007
 
1955
 
 
75,711
 
86.3%
 
13.56
 
-
 
Direct Furniture
Festival at Manchester Lakes (7)
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1990
 
23,999
 
165,130
 
100.0%
 
24.19
 
Shoppers Food Warehouse
 
-
Fox Mill Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1977
 
16,846
 
103,269
 
100.0%
 
21.86
 
Giant Food
 
 

33



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Greenbriar Town Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1972
 
52,015
 
339,939
 
96.4%
 
23.30
 
Giant Food
 
CVS, HMY Roomstore, Total Beverage, Ross Dress for Less, Marshalls, PETCO
Kamp Washington Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1960
 
 
71,924
 
87.0%
 
35.72
 
-
 
Golfsmith
Kings Park Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1966
 
14,235
 
74,496
 
95.6%
 
25.60
 
Giant Food
 
CVS
Lorton Station Marketplace
 
Washington-Arlington-Alexandria
 
20%
 
2006
 
2005
 
24,375
 
132,445
 
98.8%
 
20.72
 
Shoppers Food Warehouse
 
Advanced Design Group
Lorton Town Center
 
Washington-Arlington-Alexandria
 
20%
 
2006
 
2005
 
 
51,807
 
91.6%
 
24.76
 
-
 
ReMax
Saratoga Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1977
 
11,461
 
113,013
 
100.0%
 
18.21
 
Giant Food
 
-
Shops at County Center
 
Washington-Arlington-Alexandria
 
 
 
2005
 
2005
 
 
96,695
 
92.2%
 
19.92
 
Harris Teeter
 
-
Shops at Stonewall
 
Washington-Arlington-Alexandria
 
 
 
2007
 
2011
 
 
307,845
 
99.6%
 
16.14
 
Wegmans, Dick's Sporting Goods
 
Staples, Ross Dress For Less, Bed Bath & Beyond, Michaels
Signal Hill
 
Washington-Arlington-Alexandria
 
20%
 
2003
 
2004
 
12,731
 
95,172
 
100.0%
 
19.33
 
Shoppers Food Warehouse
 
-
Town Center at Sterling Shopping Center
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1980
 
 
186,531
 
98.2%
 
18.34
 
Giant Food
 
Fitness Evolution, Hockey Giant
Tysons CVS
 
Washington-Arlington-Alexandria
 
50%
 
2012
 
2012
 
11,329
 
12,900
 
100.0%
 
95.35
 
-
 
CVS
Village Center at Dulles
 
Washington-Arlington-Alexandria
 
20%
 
2002
 
1991
 
43,011
 
297,572
 
98.3%
 
23.10
 
Shoppers Food Warehouse, Gold's Gym
 
CVS, Advance Auto Parts, Chuck E. Cheese, Staples, Goodwill, Tuesday Morning
Willston Centre I
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1952
 
 
105,376
 
96.6%
 
23.83
 
-
 
CVS, Baileys Health Care
Willston Centre II
 
Washington-Arlington-Alexandria
 
40%
 
2005
 
1986
 
27,000
 
135,862
 
98.6%
 
22.36
 
Safeway, (Target)
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (VA)
 
 
 
 
 
 
 
 
 
316,622
 
3,428,313
 
96.8%
 
20.29
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WASHINGTON
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aurora Marketplace
 
Seattle-Tacoma-Bellevue
 
40%
 
2005
 
1991
 
12,031
 
106,921
 
92.4%
 
15.39
 
Safeway
 
TJ Maxx
Cascade Plaza
 
Seattle-Tacoma-Bellevue
 
20%
 
1999
 
1999
 
14,816
 
211,072
 
86.6%
 
11.51
 
Safeway
 
Jo-Ann Fabrics, Ross Dress For Less, Big Lots, Fitness Evolution
Eastgate Plaza
 
Seattle-Tacoma-Bellevue
 
40%
 
2005
 
1956
 
10,579
 
78,230
 
95.8%
 
22.81
 
Albertsons
 
Rite Aid
Grand Ridge
 
Seattle-Tacoma-Bellevue
 
 
 
2012
 
2012
 
11,482
 
325,706
 
98.5%
 
21.06
 
Safeway, Regal Cinemas
 
Port Blakey

34



Property Name
 
CBSA (1)
 
Ownership Interest (2)
 
Year
Acquired
 
Year Construct-ed or Last Renovated
 
Mortgages or Encumbrances (000's)
 
Gross Leasable Area
(GLA)
 
Percent Leased
 (3)
 
Average Base Rent
(Per SFT) (5)
 
Grocer & Major Tenant(s) >40,000 Sq Ft (6)
 
Other Junior Anchors > 10,000 Sq Ft
Inglewood Plaza
 
Seattle-Tacoma-Bellevue
 
 
 
1999
 
1985
 
 
17,253
 
100.0%
 
32.12
 
-
 
-
Overlake Fashion Plaza (7)
 
Seattle-Tacoma-Bellevue
 
40%
 
2005
 
1987
 
12,570
 
80,555
 
98.5%
 
24.51
 
(Sears)
 
Marshalls
Pine Lake Village
 
Seattle-Tacoma-Bellevue
 
 
 
1999
 
1989
 
 
102,900
 
99.1%
 
21.10
 
Quality Foods
 
Rite Aid
Sammamish-Highlands
 
Seattle-Tacoma-Bellevue
 
 
 
1999
 
1992
 
 
101,289
 
99.5%
 
27.37
 
(Safeway)
 
Bartell Drugs
Southcenter
 
Seattle-Tacoma-Bellevue
 
 
 
1999
 
1990
 
 
58,282
 
93.8%
 
25.28
 
(Target)
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (WA)
 
 
 
 
 
 
 
 
 
61,478
 
1,082,208
 
95.3%
 
21.94
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WISCONSIN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Whitnall Square Shopping Center
 
Milwaukee-Waukesha-West Allis
 
40%
 
2005
 
1989
 
 
133,421
 
92.8%
 
7.90
 
Pick 'N' Save
 
Harbor Freight Tools, Dollar Tree
Racine Centre Shopping Center
 
Racine
 
40%
 
2005
 
1988
 
9,080
 
135,827
 
93.5%
 
7.49
 
Piggly Wiggly
 
Golds Gym, Factory Card Outlet, Dollar Tree
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal/Weighted Average (WI)
 
 
 
 
 
 
 
 
 
9,080
 
269,248
 
93.2%
 
7.69
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Weighted Average
 
 
 
 
 
 
 
 
 
$1,997,430
 
37,980,300
 
95.2%
 
$17.89
 
 
 
 
(1) CBSA refers to Core Based Statistical Area.
(2) Represents our ownership interest in the property, if not wholly owned.
(3) Includes properties where we have not yet incurred at least 90% of the expected costs to complete and 95% occupied or the anchor has not yet been open for at least two calendar years ("development properties" or "properties in development"). If development properties are excluded, the total percentage leased would be 95.5% for our Combined Portfolio of shopping centers.
(4) Property in development.
(5) Average base rent per SFT is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue, and is net of tenant concessions.
(6) A retailer that supports our shopping center and in which we have no ownership is indicated by parentheses.
(7) The ground underlying the building and improvements are not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.

35



Item 3.    Legal Proceedings

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 4.    Mine Safety Disclosures
    
None.


PART II

Item 5.
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2013 and 2012.

 
 
2013
 
2012
Quarter Ended
 
High Price
 
Low Price
 
Cash Dividends Declared
 
High Price
 
Low Price
 
Cash Dividends Declared
March 31
$
53.55

 
47.19

 
0.4625

$
44.78

 
40.90

 
0.4625

June 30
 
59.35

 
45.32

 
0.4625

 
47.99

 
41.65

 
0.4625

September 30
 
54.69

 
45.63

 
0.4625

 
51.38

 
45.81

 
0.4625

December 31
 
53.48

 
45.31

 
0.4625

 
50.40

 
36.30

 
0.4625


We have determined that the dividends paid during 2013 and 2012 on our common stock qualify for the following tax treatment:
 
 
Total Distribution per Share
 
Ordinary Dividends
 
Total Capital Gain Distributions
 
Nontaxable Distributions
 
Qualified Dividends (included in Ordinary Dividends)
2013
$
1.8500

 
1.7390

 
0.1110

 

 
0.4440

2012
 
1.8500

 
1.3135

 
0.0185

 
0.5180

 

As of February 12, 2014, there were approximately 11,993 holders of common equity.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.
 
Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.

There were no unregistered sales of equity securities, and we did not repurchase any of our equity securities during the quarter ended December 31, 2013.

    

36



The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index and the FTSE NAREIT Equity REIT Index since December 31, 2008. The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.

 
 
12/08
12/09
12/10
12/11
12/12
12/13
 
 
 
 
 
 
 
 
Regency Centers Corporation
 
100.00
80.23
101.60
94.65
123.39
125.62
S&P 500
 
100.00
126.46
145.51
148.59
172.37
228.19
FTSE NAREIT Equity REITs
 
100.00
127.99
163.78
177.36
209.39
214.56




Item 6.    Selected Financial Data
(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)

The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31, 2013 (in thousands except per share data). This historical Selected Financial Data has been derived from the audited consolidated financial statements as reclassified for discontinued operations. This information should be read in conjunction with the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.

37




Parent Company
 
 
2013
 
2012
 
2011
 
2010
 
2009
 
Operating data:
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
489,007

 
473,929

 
470,449

 
440,725

 
450,854

 
Operating expenses
 
324,687

 
307,493

 
303,976

 
292,413

 
282,677

 
Total other expense (income)
 
111,741

 
131,240

 
136,317

 
140,275

 
209,328

 
Income before equity in income of investments in real estate partnerships
 
52,579

 
35,196

 
30,156

 
8,037

 
(41,151
)
 
Equity in income of investments in real estate partnerships
 
31,718

 
23,807

 
9,643

 
(12,884
)
 
(26,373
)
 
Income from continuing operations before tax
 
84,297

 
59,003

 
39,799

 
(4,847
)
 
(67,524
)
 
Income tax expense of taxable REIT subsidiary
 

 
13,224

 
2,994

 
(1,333
)
 
1,883

 
Income from continuing operations
 
84,297

 
45,779

 
36,805

 
(3,514
)
 
(69,407
)
 
Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

 
15,522

 
21,014

 
Income before gain on sale of real estate
 
149,582

 
24,051

 
53,384

 
12,008

 
(48,393
)
 
Gain on sale of real estate
 
1,703

 
2,158

 
2,404

 
993

 
19,357

 
Net income
 
151,285

 
26,209

 
55,788

 
13,001

 
(29,036
)
 
Income attributable to noncontrolling interests
 
(1,481
)
 
(342
)
 
(4,418
)
 
(4,185
)
 
(3,961
)
 
Net income attributable to the Company
 
149,804

 
25,867

 
51,370

 
8,816

 
(32,997
)
 
Preferred stock dividends
 
(21,062
)
 
(32,531
)
 
(19,675
)
 
(19,675
)
 
(19,675
)
 
Net income (loss) attributable to common stockholders
 
128,742

 
(6,664
)
 
31,695

 
(10,859
)
 
(52,672
)
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO(1)
 
240,621

 
222,100

 
220,318

 
151,321

 
85,758

 
Core FFO (1)
 
241,619

 
230,937

 
213,148

 
199,357

 
207,971

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) per common share - diluted (note 14):
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

 
(0.33
)
 
(0.98
)
 
Discontinued operations
 
0.71

 
(0.24
)
 
0.19

 
0.19

 
0.28

 
Net income (loss) attributable to common stockholders
$
1.40

 
(0.08
)
 
0.35

 
(0.14
)
 
(0.70
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Other information:
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
250,731

 
257,215

 
217,633

 
138,459

 
195,804

 
Net cash (used in) provided by investing activities
 
(9,817
)
 
3,623

 
(77,723
)
 
(184,457
)
 
51,545

 
Net cash used in financing activities
 
(182,579
)
 
(249,891
)
 
(145,569
)
 
(32,797
)
 
(164,279
)
 
Dividends paid to common stockholders
 
168,095

 
164,747

 
160,479

 
149,117

 
159,670

 
Common dividends declared per share
 
1.85

 
1.85

 
1.85

 
1.85

 
2.11

 
Common stock outstanding including exchangeable operating partnership units
 
92,499

 
90,572

 
90,099

 
81,717

 
81,670

 
Ratio of earnings to fixed charges (2)
 
1.8

 
1.6

 
1.5

 
1.3

 
0.9

(3) 
Ratio of earnings to combined fixed charges and preference dividends (2)
 
1.5

 
1.4

 
1.3

 
1.1

 
0.8

(3) 
 
 
 
 
 
 
 
 
 
 
 
 
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments before accumulated depreciation
$
4,385,380

 
4,352,839

 
4,488,794

 
4,417,746

 
4,259,990

 
Total assets
 
3,913,516

 
3,853,458

 
3,987,071

 
3,994,539

 
3,992,228

 
Total debt
 
1,854,697

 
1,941,891

 
1,982,440

 
2,094,469

 
1,886,380

 
Total liabilities
 
2,052,382

 
2,107,547

 
2,117,417

 
2,250,137

 
2,061,621

 
Total stockholders’ equity
 
1,843,354

 
1,730,765

 
1,808,355

 
1,685,177

 
1,862,380

 
Total noncontrolling interests
 
17,780

 
15,146

 
61,299

 
59,225

 
68,227

 
(1) See Item 7, Supplemental Earnings Information, for the definition of funds from operations and core funds from operations and a reconciliation to the nearest GAAP measure.
(2) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges.
(3) The Company's ratio of earnings to fixed charges and to combined fixed charges and preferred dividends was deficient in 2009 by $13.4 million and $33.1 million, respectively, in earnings, due to significant non-cash charges for impairment of real estate investments of $97.5 million.

38



Operating Partnership
 
 
2013
 
2012
 
2011
 
2010
 
2009
 
Operating data:
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
489,007

 
473,929

 
470,449

 
440,725

 
450,854

 
Operating expenses
 
324,687

 
307,493

 
303,976

 
292,413

 
282,677

 
Total other expense (income)
 
111,741

 
131,240

 
136,317

 
140,275

 
209,328

 
Income before equity in income of investments in real estate partnerships
 
52,579

 
35,196

 
30,156

 
8,037

 
(41,151
)
 
Equity in income of investments in real estate partnerships
 
31,718

 
23,807

 
9,643

 
(12,884
)
 
(26,373
)
 
Income from continuing operations before tax
 
84,297

 
59,003

 
39,799

 
(4,847
)
 
(67,524
)
 
Income tax expense of taxable REIT subsidiary
 

 
13,224

 
2,994

 
(1,333
)
 
1,883

 
Income from continuing operations
 
84,297

 
45,779

 
36,805

 
(3,514
)
 
(69,407
)
 
Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

 
15,522

 
21,014

 
Income before gain on sale of real estate
 
149,582

 
24,051

 
53,384

 
12,008

 
(48,393
)
 
Gain on sale of real estate
 
1,703

 
2,158

 
2,404

 
993

 
19,357

 
Net income
 
151,285

 
26,209

 
55,788

 
13,001

 
(29,036
)
 
Income attributable to noncontrolling interests
 
(1,205
)
 
(865
)
 
(590
)
 
(376
)
 
(452
)
 
Net income attributable to the Partnership
 
150,080

 
25,344

 
55,198

 
12,625

 
(29,488
)
 
Preferred unit distributions
 
(21,062
)
 
(31,902
)
 
(23,400
)
 
(23,400
)
 
(23,400
)
 
Net income (loss) attributable to common unit holders
 
129,018

 
(6,558
)
 
31,798

 
(10,775
)
 
(52,888
)
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO (1)
 
240,621

 
222,100

 
220,318

 
151,321

 
85,758

 
Core FFO (1)
 
241,619

 
230,937

 
213,148

 
199,357

 
207,971

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) per common unit - diluted (note 14):
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

 
(0.33
)
 
(0.98
)
 
Discontinued operations
 
0.71

 
(0.24
)
 
0.19

 
0.19

 
0.28

 
Net income (loss) attributable to common unit holders
$
1.40

 
(0.08
)
 
0.35

 
(0.14
)
 
(0.70
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Other information:
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
250,731

 
257,215

 
217,633

 
138,459

 
195,804

 
Net cash (used in) provided by investing activities
 
(9,817
)
 
3,623

 
(77,723
)
 
(184,457
)
 
51,545

 
Net cash used in financing activities
 
(182,579
)
 
(249,891
)
 
(145,569
)
 
(32,797
)
 
(164,279
)
 
Distributions paid on common units
 
168,095

 
164,747

 
160,479

 
149,117

 
159,670

 
Ratio of earnings to fixed charges (2)
 
1.8

 
1.6

 
1.5

 
1.3

 
0.9

(3) 
Ratio of combined fixed charges and preference dividends to earnings (2)
 
1.5

 
1.4

 
1.3

 
1.1

 
0.8

(3) 
 
 
 
 
 
 
 
 
 
 
 
 
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments before accumulated depreciation
$
4,385,380

 
4,352,839

 
4,488,794

 
4,417,746

 
4,259,990

 
Total assets
 
3,913,516

 
3,853,458

 
3,987,071

 
3,994,539

 
3,992,228

 
Total debt
 
1,854,697

 
1,941,891

 
1,982,440

 
2,094,469

 
1,886,380

 
Total liabilities
 
2,052,382

 
2,107,547

 
2,117,417

 
2,250,137

 
2,061,621

 
Total partners’ capital
 
1,841,928

 
1,729,612

 
1,856,550

 
1,733,573

 
1,918,859

 
Total noncontrolling interests
 
19,206

 
16,299

 
13,104

 
10,829

 
11,748

 
(1) See Item 7, Supplemental Earnings Information, for the definition of funds from operations and core funds from operations and a reconciliation to the nearest GAAP measure.
(2) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges.
(3) The Company's ratio of earnings to fixed charges and to combined fixed charges and preferred dividends was deficient in 2009 by $13.4 million and $33.1 million, respectively, in earnings, due to significant non-cash charges for impairment of real estate investments of $97.5 million.

39




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Regency Centers Corporation began its operations as a REIT in 1993 and is the managing general partner of Regency Centers, L.P. We endeavor to be a preeminent, best-in-class grocery-anchored shopping center company, distinguished by total shareholder return and per share growth in Core FFO and NAV that positions Regency as a leader among its peers. We work to achieve these goals through:

reliable growth in NOI from a high-quality, growing portfolio of thriving, neighborhood and community shopping centers;
disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality shopping centers;
a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and efficiently fund investments; and,
an engaged and talented team of people guided by our culture.

All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its co-investment partnerships. As of December 31, 2013, the Parent Company owned approximately 99.8% of the outstanding common partnership units of the Operating Partnership.

As of December 31, 2013, we directly owned 202 Consolidated Properties located in 23 states representing 22.5 million square feet of GLA. Through co-investment partnerships, we own partial ownership interests in 126 Unconsolidated Properties located in 23 states and the District of Columbia representing 15.5 million square feet of GLA.

We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail anchors, restaurants, side-shop retailers, and service providers, as well as ground leasing or selling out-parcels to these same types of tenants. We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers and by acquiring and developing new shopping centers. As of December 31, 2013, our Consolidated Properties were 94.5% leased, as compared to 94.1% as of December 31, 2012.

We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in value-added new developments and redevelopments of existing centers. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Development serves the growth needs of our anchors and retailers, resulting in high-quality shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process typically requires two to three years once construction has commenced, but can vary subject to the size and complexity of the project. We fund our acquisition and development activity from various capital sources including property sales, equity offerings, and new debt.

Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, developments, and redevelopments, as well as the opportunity to earn fees for asset management, property management, and other investing and financing services. As an asset manager, we are engaged by our partners to apply similar operating, investment, and capital strategies to the portfolios owned by the co-investment partnerships as those applied to the portfolio that we wholly-own.

Critical Accounting Policies and Estimates

Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current market conditions, and interpretation of industry accounting standards. They are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.





40



Accounts Receivable and Straight Line Rent

Minimum rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. We are subject to tenant defaults and bankruptcies that may affect the collection of outstanding receivables. To address the collectability of these receivables, we analyze historical write-off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts and straight line rent reserve. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

Real Estate Investments

Acquisition of Real Estate Investments

Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

We strategically co-invest with partners to own, manage, acquire, develop and redevelop operating properties. We analyze our investments in real estate partnerships in order to determine whether the entity should be consolidated. If it is determined that these investments do not require consolidation because the entities are not variable interest entities (“VIEs”), we are not considered the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the limited partners (or non-managing members) have substantive participatory rights, then the selection of the accounting method used to account for our investments in real estate partnerships is generally determined by our voting interests and the degree of influence we have over the entity. Management uses its judgment when making these determinations. We use the equity method of accounting for investments in real estate partnerships when we own 20% or more of the voting interests and have significant influence but do not have a controlling financial interest, or if we own less than 20% of the voting interests but have determined that we have significant influence. Under the equity method, we record our investments in and advances to these entities as investments in real estate partnerships in our consolidated balance sheets, and our proportionate share of earnings or losses earned by the joint venture is recognized in equity in income (loss) of investments in real estate partnerships in our consolidated statements of operations.
 
Development of Real Estate Assets and Cost Capitalization

We capitalize the acquisition of land, the construction of buildings, and other specifically identifiable development costs incurred by recording them in properties in development in our accompanying Consolidated Balance Sheets. Other specifically identifiable development costs include pre-development costs essential to the development process, as well as, interest, real estate taxes, and direct employee costs incurred during the development period. Once a development property is substantially complete and held available for occupancy, these indirect costs are no longer capitalized.

Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.
Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. During the years ended December 31, 2013, 2012, and 2011, we capitalized interest of $6.1 million, $3.7 million, and $1.5 million, respectively, on our development projects.
Real estate taxes are capitalized to each development project over the same period as we capitalize interest.
We have a staff of employees who directly support our development program. All direct internal costs attributable to these development activities are capitalized as part of each development project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2013, 2012, and

41



2011, we capitalized $11.7 million, $10.3 million, and $5.5 million, respectively, of direct internal costs incurred to support our development program. The capitalization of costs is directly related to the actual level of development activity occurring.

Valuation of Real Estate Investments

We evaluate whether there are any indicators that have occurred, including property operating performance and general market conditions, that would result in us determining that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such indicators occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including underlying property operating performance and general market conditions, that the value of our investments in real estate partnerships may be impaired. An investment in a real estate partnerships is considered impaired only if we determine that its fair value is less than the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projections for the investments consider property level factors, such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the real estate partnerships, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment charge is recorded. If our analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate partnership, the carrying value of the investment will be adjusted to an amount that reflects the estimated fair value of the investment.

The fair value of real estate investments is subjective and is determined through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization or the traditional discounted cash flow methods. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

Derivative Instruments

The Company utilizes financial derivative instruments primarily to manage risks associated with changing interest rates. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates.  The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.  For additional information on the Company’s use and accounting for derivatives, see Notes 1 and 9 to the Consolidated Financial Statements.

The Company assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate.  If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected.

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.  This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.  The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. 

42





Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Shopping Center Portfolio

The following table summarizes general information related to the Consolidated Properties in our shopping center portfolio (GLA in thousands):

 
 
December 31,
2013
 
December 31,
2012
Number of properties
 
202
 
204
Properties in development
 
6
 
4
Gross leasable area
 
22,472
 
22,532
Percent leased - operating and development
 
94.5%
 
94.1%
Percent leased - operating
 
95.0%
 
94.4%
Weighted average annual effective rent per SFT (1)
$
17.40
 
16.95
(1) Net of tenant concessions.

The following table summarizes general information related to the Unconsolidated Properties owned in co-investment partnerships in our shopping center portfolio (GLA in thousands):

 
 
December 31,
2013
 
December 31,
2012
Number of properties
 
126
 
144
Properties in development
 
 
Gross leasable area
 
15,508
 
17,762
Percent leased - operating
 
96.2%
 
95.2%
Weighted average annual effective rent per SFT (1)
$
17.34
 
17.03
(1) Net of tenant concessions.

The following table summarizes leasing activity for the years ended December 31, 2013 and 2012, including our pro-rata share of activity within the portfolio of our co-investment partnerships:

2013
 
 
Leasing Transactions
 
SFT (in thousands)
 
Base Rent / SF
 
Tenant Improvements / SF
 
Leasing Commissions / SF
New leases
 
603
 
1,642
 
$21.56
 
$6.72
 
$8.30
Renewals
 
968
 
2,442
 
$20.48
 
$0.36
 
$2.44
Total
 
1,571
 
4,084
 
$20.91
 
$2.92
 
$4.80

2012
 
 
Leasing Transactions
 
SFT (in thousands)
 
Base Rent / SF
 
Tenant Improvements / SF
 
Leasing Commissions / SF
New leases
 
695
 
2,143
 
$19.68
 
$4.33
 
$7.70
Renewals
 
1,105
 
2,967
 
$18.27
 
$0.32
 
$2.15
Total
 
1,800
 
5,110
 
$18.86
 
$2.00
 
$4.48


43




We seek to reduce our operating and leasing risks through geographic diversification, avoiding dependence on any single property, market, or tenant, and owning a portion of our shopping centers through co-investment partnerships. The following table summarizes our three most significant tenants, each of which is a grocery tenant, occupying our shopping centers at December 31, 2013: 

Grocery Anchor
 
Number of
Stores (1)
 
Percentage of
Company
Owned GLA (2)
 
Percentage of
Annualized
Base Rent (2) 
Kroger
(3) 
56
 
8.6%
 
4.7%
Publix
 
50
 
7.0%
 
4.3%
Safeway
 
44
 
4.4%
 
2.7%
(1) Includes stores owned by grocery anchors that are attached to our centers.
(2) Includes our pro-rata share of Unconsolidated Properties and excludes those owned by anchors.
(3) Kroger information includes Harris Teeter stores, as their merger was effective January 28, 2014.

On January 28, 2014, The Kroger Co. ("Kroger") completed its merger with Harris Teeter Supermarkets, Inc. Although Kroger's acquisition of Harris Teeter is expected to expand its presence in the southeastern United States, there is a possibility that Kroger may identify stores in which it has a presence in the same local market as Harris Teeter, which could result in store closures. We currently have nine stores leased by Harris Teeter, which represents 1.1% of Company owned GLA and 0.7% of annualized base rent on a pro-rata basis.

In October 2013, Safeway Inc. announced that it intends by early 2014 to exit the Chicago market, where it operated 72 Dominick's stores. Safeway has been marketing the chain for sale or sublease.  We had seven store leases with Dominick’s, of which one was already operating under a sublease agreement and four have been acquired by other national grocery stores. The remaining two stores were closed for business in late December 2013 and represent approximately 0.2% of Company owned GLA and 0.1% of annualized base rent, on a pro-rata basis.  Safeway will continue to pay contractual rent through the end of their lease terms, while they continue to market the spaces for assignment or sublease.

Although base rent is supported by long-term lease contracts, tenants who file bankruptcy may have the legal right to reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants operating retail formats that are experiencing significant changes in competition, business practice, and store closings in other locations. We also evaluate consumer preferences, shopping behaviors, and demographics to anticipate both challenges and opportunities in the changing retail industry that may affect our tenants. As a result of our findings, we may reduce new leasing, suspend leasing, or curtail the allowance for the construction of leasehold improvements within a certain retail category or to a specific retailer. We are not currently aware of the pending bankruptcy or announced store closings of any tenants in our shopping centers that would individually cause a material reduction in our revenues. As of December 31, 2013, no tenant represents more than 5% of our annual base rent on a pro-rata basis.

44




Liquidity and Capital Resources

Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units. All debt is issued by our Operating Partnership or by our co-investment partnerships. The following table represents the remaining available capacity under our at the market ("ATM") equity program and our unsecured line of credit commitment (the "Line") as of December 31, 2013 (in thousands):

 
 
December 31, 2013
ATM equity program (see note 11)
 
 
Total capacity
$
200,000

Remaining capacity
$
198,400

 
 
 
Line (see note 8)
 
 
Total capacity
$
800,000

Remaining capacity (1)
$
780,686

Maturity
 
September 2016
(1) Net of letters of credit.
 
 

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company for the years ended December 31, 2013, 2012, and 2011 (in thousands): 
 
 
2013
 
2012
 
2011
Net cash provided by operating activities
$
250,731

 
257,215

 
217,633

Net cash (used in) provided by investing activities
 
(9,817
)
 
3,623

 
(77,723
)
Net cash used in financing activities
 
(182,579
)
 
(249,891
)
 
(145,569
)
Net increase (decrease) in cash and cash equivalents
 
58,335

 
10,947

 
(5,659
)
Total cash and cash equivalents
$
80,684

 
22,349

 
11,402


Net cash provided by operating activities:

Net cash provided by operating activities decreased by $6.5 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012 due to the timing of cash receipts and payments. We operate our business such that we expect net cash provided by operating activities will provide the necessary funds to pay our distributions to our common and preferred stock and unit holders, included in net cash used in financing activities, above, which were $189.2 million and $188.4 million for the years ended December 31, 2013 and 2012, respectively. Our dividend distribution policy is set by our Board of Directors who monitor our financial position. Our Board of Directors recently declared our common stock quarterly dividend of $0.470 per share, payable on March 6, 2014, a $.0075 increase over our previous quarterly dividend rate. Future dividends will be declared at the discretion of our Board of Directors and will be subject to capital requirements and availability. We plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

Net cash (used in) provided by investing activities:

Net cash flows from investing activities changed by $13.4 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012, due primarily to increased capital expenditures on development projects during 2013 and less proceeds from the sale of shopping centers in 2013.

Significant investing activities during the year ended December 31, 2013 included:

We received proceeds of $212.6 million from the sale of twelve shopping centers and ten out-parcels;

We received distributions from our investments in real estate partnerships of $87.1 million, primarily related to the disposition of all operating properties within the Regency Retail Partners, LP (the "Fund") during August 2013 and

45



subsequent distribution of proceeds, and proceeds from sales of properties and debt refinancing within the partnerships. These proceeds were offset by additional investments of $10.9 million, primarily for mortgage maturities and acquisitions;

We paid $107.8 million for the acquisition of three shopping centers;

We received proceeds of $27.4 million upon the collection and sale of notes receivable; and,

We paid $213.3 million for the development, redevelopment, improvement, and leasing of our real estate properties as comprised of the following (in thousands):
 
 
2013
 
2012
 
Change
Capital expenditures:
 
 
 
 
 
 
Acquisition of land for development / redevelopment
$
28,320

 
27,100

 
1,220

Building improvements and other
 
37,078

 
32,180

 
4,898

Tenant allowances
 
6,118

 
8,664

 
(2,546
)
Redevelopment costs
 
19,964

 
10,944

 
9,020

Development costs
 
104,662

 
71,702

 
32,960

Capitalized interest
 
6,078

 
3,686

 
2,392

Capitalized direct compensation
 
11,062

 
10,312

 
750

Real estate development and capital improvements
$
213,282

 
164,588

 
48,694


Capital expenditures for tenant allowances are highly correlated to occupancy levels and leasing activity on new leases. As occupancy improves, there is less vacant space to lease, which reduces our cash outflow on tenant allowances, which are generally highest with new leases. We leased 1.6 million square feet of new leases for the year ended December 31, 2013 as compared to 2.1 million square feet of new leases for the year ended December 31, 2012.

The number and size of development projects in process (detailed below) increased during the year ended December 31, 2013, as compared to the year ended December 31, 2012, resulting in increased expenditures. East Washington Place and Grand Ridge Plaza, the largest two projects incurring costs during 2013, had development costs of $145.7 million, and represented $79.5 million of 2013 development expenditures, which were both completed during the fourth quarter of 2013.

Capitalized interest increases as development costs accumulate during the development period, which is why more interest costs were capitalized during 2013 than 2012.

46




As of December 31, 2013, we had six development projects that were either under construction or in lease up, compared to four such development projects as of December 31, 2012. The following table summarizes our development projects as of December 31, 2013 (in thousands, except cost per SFT):

Property Name
 
Location
 
Start Date
 
Estimated / Actual Anchor Opening
 
Estimated Net Development Costs After Partner Participation(1)
 
Estimated Net Costs to Complete (1)
 
Company Owned GLA
 
Cost per SFT of GLA (1)
 
Shops at Erwin Mill
 
Durham, NC
 
Q1-12
 
Nov-13
$
14,593

$
2,627

 
90

$
162

 
Juanita Tate Marketplace
 
Los Angeles, CA
 
Q2-13
 
Apr-14
 
17,189

 
10,566

 
77

 
223

 
Shops on Main
 
Schererville, IN
 
Q2-13
 
Apr-14
 
29,424

 
1,678

 
155

 
190

 
Fountain Square
 
Miami, FL
 
Q3-13
 
Nov-14
 
52,561

 
27,923

 
180

 
292

 
Glen Gate
 
Glenview, IL
 
Q4-13
 
Feb-15
 
29,725

 
21,069

 
103

 
289

 
Shoppes on Riverside
 
Jacksonville, FL
 
Q4-13
 
Oct-14
 
14,769

 
10,555

 
50

 
295

 
Total
 
 
 
 
 
 
$
158,261

$
74,418

 
655

$
242

(2) 
(1) Amount represents costs, including leasing costs, net of tenant reimbursements.
(2) Amount represents a weighted average.

The following table summarizes our development projects completed during the year ended December 31, 2013 (in thousands, except cost per SFT):
Property Name
 
Location
 
Completion Date
 
Net Development Costs (1)
 
Company Owned GLA
 
Cost per SFT of GLA (1)
East Washington Place
 
Petaluma, CA
 
Q4-13
$
56,892

 
203

$
280

Grand Ridge Plaza
 
Issaquah, WA
 
Q4-13
 
88,764

 
326

 
272

Southpark at Cinco Ranch
 
Katy, TX
 
Q4-13
 
30,625

 
239

 
128

Total
 
 
 
 
$
176,281

 
768

$
680

(1) Includes leasing costs, net of tenant reimbursements.

We plan to continue developing and redeveloping projects for long-term investment purposes and have a staff of employees who directly support our development and redevelopment program. Internal costs attributable to these development and redevelopment activities are capitalized as part of each project. During the year ended December 31, 2013, we capitalized $6.1 million of interest expense and $11.7 million of internal costs for salaries and related benefits for development and redevelopment activity. Changes in the level of future development and redevelopment activity could adversely impact results of operations by reducing the amount of internal costs for development and redevelopment projects that may be capitalized. A 10% reduction in development and redevelopment activity without a corresponding reduction in the compensation costs directly related to our development and redevelopment activities could result in an additional charge to net income of approximately $1.2 million.

Net cash used in financing activities:
 
Net cash used in financing activities decreased by $67.3 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012 primarily related to the additional proceeds received from common stock issuances in 2013. Significant financing activities during the year ended December 31, 2013 include:

The Parent Company issued 1.9 million shares of common stock through our ATM program, resulting in net proceeds of $99.8 million;

We repaid $70.0 million, net, on our Line and $25.0 million on our Term Loan; and

We paid dividends to our common and preferred stockholders of $168.1 million and $21.1 million, respectively.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2013, 77.3% of our wholly-owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain significant availability on the Line. Our coverage ratio, including our pro-rata share of our partnerships, was 2.4 times for the year ended December 31, 2013, as compared to 2.5 times for the year ended December 31, 2012. We define our

47



coverage ratio as earnings before interest, taxes, investment transaction profits net of deal costs, depreciation and amortization (“Core EBITDA”) divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.

Through 2014, we estimate that we will require approximately $366.5 million, including $182.5 million to complete current in-process developments and redevelopments, $165.8 million for repayment of debt, and approximately $18.2 to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of debt. If we start new developments or redevelop additional shopping centers, our cash requirements will increase. As of December 31, 2013, our joint ventures had $67.1 million of scheduled secured mortgage loans and credit lines maturing through 2014. To meet our cash requirements, we will utilize cash generated from operations, borrowings from our Line, proceeds from the sale of real estate, and when the capital markets are favorable, proceeds from the sale of common equity and the issuance of debt. Our Line, Term Loan, and unsecured loans require we remain in compliance with various covenants, which are described in Note 8 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2013 and expect to remain in compliance.

We continuously monitor the capital markets and evaluate our ability to issue new debt to repay maturing debt or fund our commitments. Based upon the current capital markets, our current credit ratings, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we expect that we will successfully issue new secured or unsecured debt to fund our obligations.

We have $150.0 million and $350.0 million of fixed rate, unsecured debt maturing in April 2014 and August 2015, respectively. As the economy improves, long term interest rates may continue to increase. In order to mitigate the risk of interest rate volatility, we entered into $395.0 million of forward starting interest rate swaps for new debt issues occurring through August 1, 2016. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate of 2.45%. These rates are exclusive of our credit spread at the time of debt issuance.

Investments in Real Estate Partnerships

We invest in real estate partnerships, which primarily include five co-investment partners. As of December 31, 2013 and 2012, we had investments in real estate partnerships of $358.8 million and $442.9 million, respectively, as discussed further in Note 4 to the Consolidated Financial Statements. The following table is a summary of unconsolidated combined assets and liabilities of these co-investment partnerships and our pro-rata share as of December 31, 2013 and 2012 (dollars in thousands): 
 
 
2013
 
2012
Number of co-investment partnerships
 
17
 
19
Regency's ownership
 
 20%-50%
 
 20%-50%
Number of properties
 
126
 
144
Combined assets
$
2,939,599

 
3,434,954

Combined liabilities
$
1,617,920

 
1,933,488

Combined equity
$
1,321,679

 
1,501,466

Regency’s Share of (1)(2):
 
 
 
 
Assets
$
1,035,842

 
1,154,387

Liabilities
$
567,743

 
635,882

(1) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in its consolidated financial statements.

(2) The difference between our share of the net assets of the co-investment partnerships and our investments in real estate partnerships per the accompanying Consolidated Balance Sheets relates primarily to differences in inside/outside basis as further described in Note 4 to the Consolidated Financial Statements.

48




In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees, as shown below, for each of the years ended December 31, 2013 and 2012 (dollars in thousands): 
 
 
2013
 
2012
 
2011
Asset management, property management, leasing, and investment and financing services
$
24.2

 
25.4

 
29.0

Transaction fees
 

 

 
5.0

 
$
24.2

 
25.4

 
34.0



Contractual Obligations

We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities and interest rate swap obligations as described further below and in Note 8 and Note 9 to the Consolidated Financial Statements. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. In addition, we have non-cancelable operating leases pertaining to office space from which we conduct our business.

The following table of Contractual Obligations summarizes our debt maturities, including our pro-rata share of obligations within co-investment partnerships, (in thousands) as of December 31, 2013, and excludes the following:

Recorded debt premiums or discounts that are not obligations;

Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;

Letters of credit of $19.3 million issued to cover performance obligations on certain development projects, which will be satisfied upon completion of the development projects; and,

Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in Note 13 to the Consolidated Financial Statements. 
 
 
Payments Due by Period
 
 
 
 
2014
 
2015
 
2016
 
2017
 
2018
 
Beyond 5 Years
 
Total
Notes payable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency (1)
$
269,208

 
499,415

 
171,460

 
542,458

 
97,872

 
665,690

$
2,246,103

Regency's share of joint ventures (1)
 
53,669

 
69,549

 
133,777

 
44,195

 
31,834

 
350,378

 
683,402

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency
 
4,410

 
4,314

 
3,683

 
1,966

 
814

 
1,955

 
17,142

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subleases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency
 
(236
)
 
(106
)
 
(24
)
 

 

 

 
(366
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ground leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency
 
3,623

 
3,248

 
3,247

 
3,198

 
3,250

 
113,118

 
129,684

Regency's share of joint ventures
 
242

 
242

 
242

 
242

 
242

 
7,740

 
8,950

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
330,916

 
576,662

 
312,385

 
592,059

 
134,012

 
1,138,881

$
3,084,915

(1) Includes interest payments.

49




Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities, not previously discussed. Our co-investment partnership properties have been financed with non-recourse loans. We have no guarantees related to these loans.

Results from Operations

Comparison of the years ended December 31, 2013 and 2012:

Our revenues increased in 2013, as compared to 2012, as summarized in the following table (in thousands): 
 
 
2013
 
2012
 
Change
Minimum rent
$
353,833

 
340,940

 
12,893

Percentage rent
 
3,583

 
3,323

 
260

Recoveries from tenants and other income
 
106,494

 
103,155

 
3,339

Management, transaction, and other fees
 
25,097

 
26,511

 
(1,414
)
Total revenues
$
489,007

 
473,929

 
15,078


Minimum rent increased during 2013, as compared to 2012, due to acquisitions, dispositions, and changes in overall occupancy and average base rent for our same properties, as follows:

$17.8 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

$22.5 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

$8.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases.

Recoveries from tenants and other income represent reimbursements from tenants for their pro-rata share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers, as well as other income earned at our operating properties. Recoveries from tenants increased during 2013, as compared to 2012, due to the following:

$5.1 million decrease due to the sale of a 15-property portfolio on July 25, 2012; and,

$2.2 million decrease as a result of final distributions from our terminated third party managed captive insurance program and establishing a consolidated captive insurance subsidiary during 2012;

$4.7 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

$6.1 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery ratio on recoverable costs, which were also higher in 2013.

We earned fees, at market-based rates, for asset management, property management, leasing, acquisition, and financing services that we provided to our co-investment partnerships and third parties as follows (in thousands): 
    
 
 
2013
 
2012
 
Change
Asset management fees
$
6,205

 
6,488

 
(283
)
Property management fees
 
13,692

 
14,224

 
(532
)
Leasing commissions and other fees
 
5,200

 
5,799

 
(599
)
 
$
25,097

 
26,511

 
(1,414
)
    

Asset and property management fees decreased approximately $815,000 due to the liquidation of two unconsolidated real estate partnerships during 2013, resulting in a $1.1 million reduction in asset and property management fees, partially offset by higher asset and property management fees from our other partnerships. Leasing commissions and other fees decreased

50



during 2013, as compared to 2012, due to the two liquidations discussed above and a decrease in leasing activity performed for co-investment partnerships and third parties during 2013, as occupancy levels stabilize and less vacant GLA was available for lease.     

Our operating expenses increased in 2013, as compared to 2012, as summarized in the following table (in thousands): 
 
 
2013
 
2012
 
Change
Depreciation and amortization
$
130,630

 
119,008

 
11,622

Operating and maintenance
 
71,018

 
66,687

 
4,331

General and administrative
 
61,234

 
61,700

 
(466
)
Real estate taxes
 
53,726

 
52,911

 
815

Other expenses
 
8,079

 
7,187

 
892

Total operating expenses
$
324,687

 
307,493

 
17,194


Depreciation and amortization, operating and maintenance expenses, and real estate taxes increased due the impact of acquisitions, development operations, and dispositions during 2013 and 2012, as follows:

$14.6 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

$20.1 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

$11.3 million increase at same properties, due to a number of factors, including:
incremental snow removal costs from 2013 winter weather;
increases in recurring operating and maintenance costs;
additional depreciation expense resulting from capital improvements to existing centers;
additional amortization of leasing commissions from the increase in recent years' leasing activity; and,
increases in real estate tax assessments.

In addition, general and administrative expenses decreased approximately $466,000 primarily due to greater capitalization of development overhead costs of approximately $1.4 million, due to higher volume of development projects, offset by a decrease in capitalization of leasing overhead costs of $1.2 million as occupancy levels stabilize and less vacant GLA was available to be leased. The net change in compensation and other overhead costs resulted in additional savings of approximately $200,000.

The following table presents the components of other expense (income) (in thousands):
 
 
2013
 
2012
 
Change
Interest expense, net
$
108,966

 
112,129

 
(3,163
)
Provision for impairment
 
6,000

 
20,316

 
(14,316
)
Early extinguishment of debt
 
32

 
852

 
(820
)
Net investment (income) loss from deferred compensation plan
 
(3,257
)
 
(2,057
)
 
(1,200
)
 
$
111,741

 
131,240

 
(19,499
)

See table below for a discussion of interest expense.

During the year ended December 31, 2013, we recognized a $6.0 million impairment on a single operating property as a result of an unoccupied anchor declaring bankruptcy, where we have thus far been unable to re-lease the anchor space. During the year ended December 31, 2012, we recognized total impairments of $20.3 million, including $18.1 million related to the 15-property portfolio sold on July 25, 2012, and $2.2 million related to three land parcels.

During 2013, we repaid two mortgages early with minimal remaining unamortized loan costs. On July 20, 2012, we repaid $150.0 million of our Term Loan, and as a result of this early extinguishment of debt, we expensed approximately $852,000 in remaining unamortized loan costs.

The $1.2 million increase in net investment income from deferred compensation plan related to the change in the fair value of plan assets from December 31, 2012 to December 31, 2013 and is consistent with the change in plan liabilities, included in general and administrative expenses above.

51





The following table presents the change in net interest expense (in thousands): 
 
 
2013
 
2012
 
Change
Interest on notes payable
$
103,143

 
103,610

 
(467
)
Interest on unsecured credit facilities
 
3,937

 
4,388

 
(451
)
Capitalized interest
 
(6,078
)
 
(3,686
)
 
(2,392
)
Hedge interest
 
9,607

 
9,492

 
115

Interest income
 
(1,643
)
 
(1,675
)
 
32

 
$
108,966

 
112,129

 
(3,163
)
    
Our interest expense decreased primarily due to paying down our unsecured credit facilities and mortgages and due to higher amounts of interest capitalized on development projects, driven by the increase in cumulative development project costs over the prior year.

Our equity in income of investments in real estate partnerships increased in 2013, as compared to 2012, as follows (in thousands): 
 
 
Ownership
 
2013
 
2012
 
Change
GRI - Regency, LLC (GRIR)
 
40.00%
$
12,789

 
9,311

 
3,478

Macquarie CountryWide-Regency III, LLC (MCWR III) (1)
 
—%
 
53

 
(22
)
 
75

Columbia Regency Retail Partners, LLC (Columbia I)
 
20.00%
 
1,727

 
8,480

 
(6,753
)
Columbia Regency Partners II, LLC (Columbia II)
 
20.00%
 
1,274

 
290

 
984

Cameron Village, LLC (Cameron)
 
30.00%
 
662

 
596

 
66

RegCal, LLC (RegCal)
 
25.00%
 
332

 
540

 
(208
)
Regency Retail Partners, LP (the Fund) (2)
 
20.00%
 
7,749

 
297

 
7,452

US Regency Retail I, LLC (USAA)
 
20.00%
 
487

 
297

 
190

BRE Throne Holdings, LLC (BRET) (3)
 
—%
 
4,499

 
2,211

 
2,288

Other investments in real estate partnerships
 
50.00%
 
2,146

 
1,807

 
339

Total investments in real estate partnerships
 
 
$
31,718

 
23,807

 
7,911

 
 
 
 
 
 
 
 
 
(1) As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was complete effective March 20, 2013.
(2) On August 13, 2013, Regency Retail Partners, LP (the "Fund") sold 100% of its interest in its entire portfolio of shopping centers to a third party. The Fund will be dissolved following the final distribution of proceeds.
(3) On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership and received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and an early redemption premium. Regency no longer has any interest in the BRET partnership.

The $7.9 million increase in our equity in income of investments in real estate partnerships for 2013, as compared to 2012, is primarily due to the following:

$3.5 million increase from the GRIR partnership due to various factors, including: increased tenant percentage rent, recovery revenue rates, and settlement proceeds; coupled with lower interest expense as a result of paying off debt in 2012 and the loss on debt extinguishment and provision for impairment in 2012 that did not occur in 2013. These increases are offset by higher depreciation expense from redevelopments.

$6.8 million decrease from the Columbia I partnership primarily due to our $6.9 million pro-rata gain on sale of an operating property that was sold in April 2012,

$7.5 million increase from the Fund due to recognizing $7.4 million pro-rata gain on the sale of all operating properties within the Fund in August 2013, and

$2.3 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed in July 2012, which we redeemed 100% of our ownership interest for cash in October 2013.


52




The following represents the remaining components that comprised net income attributable to the common stockholders and unit holders for the year ended December 31, 2013, as compared to the year ended December 31, 2012, (in thousands):
 
 
2013
 
2012
 
Change
Income from continuing operations before tax
$
84,297

 
59,003

 
25,294

Income tax expense of taxable REIT subsidiary
 

 
13,224

 
(13,224
)
Discontinued operations
 
 
 
 
 
 
Gain on sale of operating properties, net
 
57,953

 
21,855

 
36,098

Provision for impairment
 

 
54,500

 
(54,500
)
Operating income (loss), excluding provision for impairment
 
7,332

 
10,917

 
(3,585
)
Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
87,013

Gain on sale of real estate
 
1,703

 
2,158

 
(455
)
Income attributable to noncontrolling interests
 
(1,481
)
 
(342
)
 
(1,139
)
Preferred stock dividends
 
(21,062
)
 
(32,531
)
 
11,469

Net income (loss) attributable to common stockholders
$
128,742

 
(6,664
)
 
135,406

Net income attributable to exchangeable operating partnership units
 
276

 
106

 
170

Net income (loss) attributable to common unit holders
$
129,018

 
(6,558
)
 
135,576


The change in income from continuing operations before tax results from the changes discussed above.

The decrease in income tax expense of taxable REIT subsidiary is due to the large expense recognized during 2012, as discussed in the following section.

Income from discontinued operations of $65.3 million for the year ended December 31, 2013 included $58.0 million in gains, net of taxes, from the sale of twelve properties and the operations of the shopping centers sold. Loss from discontinued operations of $21.7 million for the year ended December 31, 2012 included the operations of the shopping centers sold during 2012 and 2013, including $54.5 million of impairment losses, offset by $21.9 million in gains, net of taxes, from the sale of five properties.

The decrease in preferred stock dividends is attributable to the additional non-cash charges incurred during 2012, as discussed in the following section.

Comparison of the years ended December 31, 2012 and 2011:

Our revenues increased in 2012, as compared to 2011, as summarized in the following table (in thousands):
 
 
2012
 
2011
 
Change
Minimum rent
$
340,940

 
332,027

 
8,913

Percentage rent
 
3,323

 
2,989

 
334

Recoveries from tenants and other income
 
103,155

 
101,453

 
1,702

Management, transaction, and other fees
 
26,511

 
33,980

 
(7,469
)
Total revenues
$
473,929

 
470,449

 
3,480


Minimum rent increased during 2012, as compared to 2011, due to acquisitions, dispositions, and changes in overall occupancy and average base rent for our same properties, as follows:

$13.2 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

$3.9 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

$18.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases.


53




Recoveries from tenants and other income increased during 2012, as compared to 2011, due to the following:

$6.5 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

$3.5 million increase due to a change in the timing and amount of our captive insurance distribution;

$1.0 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

$3.7 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery ratio on recoverable costs, which were also higher in 2012.

We earned fees, at market-based rates, for asset management, property management, leasing, acquisition, disposition and financing services that we provided to our co-investment partnerships and third parties as follows (in thousands): 
 
 
2012
 
2011
 
Change
Asset management fees
$
6,488

 
6,705

 
(217
)
Property management fees
 
14,224

 
14,910

 
(686
)
Leasing commissions and other fees
 
5,799

 
7,365

 
(1,566
)
Transaction fees
 

 
5,000

 
(5,000
)
 
$
26,511

 
33,980

 
(7,469
)

The decrease in fees in 2012 was primarily the result of the liquidation of the DESCO co-investment partnership during 2011, which included a $5.0 million disposition fee, a $1.0 million consulting fee that we received as a result of the liquidation, and approximately $400,000 reduction in asset and property management fees. Asset management fees, property management fees, and leasing commissions also declined approximately $525,000 as a result of the sale of third party owned properties managed by Regency.

Our operating expenses increased in 2012, as compared to 2011, as summarized in the following table (in thousands): 
 
 
2012
 
2011
 
Change
Depreciation and amortization
$
119,008

 
120,803

 
(1,795
)
Operating and maintenance
 
66,687

 
68,501

 
(1,814
)
General and administrative
 
61,700

 
56,117

 
5,583

Real estate taxes
 
52,911

 
52,039

 
872

Other expenses
 
7,187

 
6,516

 
671

Total operating expenses
$
307,493

 
303,976

 
3,517

    
Depreciation and amortization and operating and maintenance expenses decreased while real estate taxes increased due the impact of acquisitions, development operations, and dispositions during 2012 and 2011, as follows:

$14.9 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

$2.5 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

$9.6 million increase at same properties, due to additional depreciation expense resulting from capital improvements to existing centers, additional amortization of leasing commissions from the increase in leasing activity, and increased real estate tax assessments, offset by less incremental operating expenses associated with mild winter weather during 2012.

In addition, general and administrative expenses increased due to an increase in compensation and benefit costs, primarily as a result of exceeding performance targets and changes in the value of participant investments in the deferred compensation plan; offset by capitalization of additional development and leasing overhead costs, driven by the timing of development project starts and the volume of leasing activity.




54




The following table presents the components of other expense (income) (in thousands):
 
 
2012
 
2011
 
Change
Interest expense, net
$
112,129

 
123,645

 
(11,516
)
Provision for impairment
 
20,316

 
12,466

 
7,850

Early extinguishment of debt
 
852

 

 
852

Net investment (income) loss from deferred compensation plan
 
(2,057
)
 
206

 
(2,263
)
 
$
131,240

 
136,317

 
(5,077
)

See table below for a discussion of interest expense.

As discussed above, we sold a 15-property portfolio on July 25, 2012, and, as a result of this sale, we recognized a net impairment loss of $18.1 million during the year ended December 31, 2012. We also recognized $2.2 million of impairment losses during 2012 related to three land parcels. During the year ended December 31, 2011, we recognized a $12.5 million provision for impairment related to two operating properties that exhibited weak operating fundamentals, including low economic occupancy for an extended period of time.

On July 20, 2012, we repaid $150.0 million of our Term Loan, and as a result of this early extinguishment of debt, we expensed approximately $852,000 in loan costs.

The $2.3 million increase in net investment income from deferred compensation plan related to the change in the fair value of plan assets from December 31, 2011 to December 31, 2012 and is consistent with the change in plan liabilities, included in general and administrative expenses above.

The following table presents the change in interest expense (in thousands): 
 
 
2012
 
2011
 
Change
Interest on notes payable
$
103,610

 
116,343

 
(12,733
)
Interest on unsecured credit facilities
 
4,388

 
1,746

 
2,642

Capitalized interest
 
(3,686
)
 
(1,480
)
 
(2,206
)
Hedge interest
 
9,492

 
9,478

 
14

Interest income
 
(1,675
)
 
(2,442
)
 
767

 
$
112,129

 
123,645

 
(11,516
)

Interest on notes payable decreased and interest on unsecured credit facilities increased during the year ended December 31, 2012, as compared to the year ended December 31, 2011, as a result of the repayment of $192.4 million of 6.75% unsecured debt in January 2012 using proceeds from our Term Loan and $800 million Line of Credit at lower interest rates. Additional interest was capitalized during 2012 due to increased cumulative development project costs.

55




Our equity in income of investments in real estate partnerships increased in 2012, as compared to 2011, as follows (in thousands): 

 
 
Ownership
 
2012
 
2011
 
Change
GRI - Regency, LLC (GRIR)
 
40.00%
$
9,311

 
7,266

 
2,045

Macquarie CountryWide-Regency III, LLC (MCWR III)
 
24.95%
 
(22
)
 
(123
)
 
101

Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)(1)
 
—%
 

 
(293
)
 
293

Columbia Regency Retail Partners, LLC (Columbia I)
 
20.00%
 
8,480

 
2,775

 
5,705

Columbia Regency Partners II, LLC (Columbia II)
 
20.00%
 
290

 
179

 
111

Cameron Village, LLC (Cameron)
 
30.00%
 
596

 
322

 
274

RegCal, LLC (RegCal)
 
25.00%
 
540

 
1,904

 
(1,364
)
Regency Retail Partners, LP (the Fund)
 
20.00%
 
297

 
268

 
29

US Regency Retail I, LLC (USAA)
 
20.00%
 
297

 
243

 
54

BRE Throne Holdings, LLC (BRET)
 
47.80%
 
2,211

 

 
2,211

Other investments in real estate partnerships
 
50.00%
 
1,807

 
(2,898
)
 
4,705

Total investments in real estate partnerships
 
 
$
23,807

 
9,643

 
14,164

(1) As of December 31, 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% as of both December 31, 2012 and 2011.

The $14.2 million increase in our equity in income in investments in real estate partnerships for 2012, as compared to 2011, is primarily due to the following:

$5.7 million increase from the Columbia I partnership primarily due to our share of a $34.5 million gain on sale of an operating property that was sold in April 2012,

$2.2 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed in July 2012, which we redeemed in October of 2013.

$4.6 million increase from an impairment recognized on one investment in a real estate partnership, included in other investments in real estate partnerships, during the first quarter of 2011.

The following represents the remaining components that comprised net income attributable to the common stockholders and unit holders for the year ended December 31, 2012, as compared to the year ended December 31, 2011, (in thousands):
 
 
2012
 
2011
 
Change
Income from continuing operations before tax
$
59,003

 
39,799

 
19,204

Income tax expense of taxable REIT subsidiary
 
13,224

 
2,994

 
10,230

Discontinued operations
 
 
 
 
 
 
Gain on sale of operating properties, net
 
21,855

 
5,942

 
15,913

Provision for impairment
 
54,500

 
3,416

 
51,084

Operating income (loss), excluding provision for impairment
 
10,917

 
14,053

 
(3,136
)
(Loss) income from discontinued operations
 
(21,728
)
 
16,579

 
(38,307
)
Gain on sale of real estate
 
2,158

 
2,404

 
(246
)
Income attributable to noncontrolling interests
 
(342
)
 
(4,418
)
 
4,076

Preferred stock dividends
 
(32,531
)
 
(19,675
)
 
(12,856
)
Net income (loss) attributable to common stockholders
$
(6,664
)
 
31,695

 
(38,359
)
Net income attributable to exchangeable operating partnership units
 
106

 
103

 
3

Net income (loss) attributable to common unit holders
$
(6,558
)
 
31,798

 
(38,356
)

The change in income from continuing operations before tax results from the changes discussed above.

56




Income tax expense increased $10.2 million for the year ended December 31, 2012, as compared to the year ended December 31, 2011. During 2012, we identified four core operating properties within the Taxable REIT Subsidiary (“TRS”) and sold them to the REIT, which generated taxable gains enabling us to use a significant amount of the net operating losses created during the portfolio sale from July 2012.  Based on the remaining properties within the TRS and future taxable income sources, the remaining deferred tax assets are not likely to be realized and a full valuation allowance was established on the balance. 

Loss from discontinued operations of $21.7 million for the year ended December 31, 2012 included $54.5 million of impairment losses from two operating centers that have been sold, offset by $21.9 million in gains, net of taxes, from the sale of properties and the operations of the shopping centers sold during 2012 and 2013. Income from discontinued operations of $16.6 million for the year ended December 31, 2011 included $5.9 million in gains, net of taxes, from the sale of properties and the operations, including $3.4 million of impairments, of the shopping centers sold during 2011, 2012, and 2013.

The income attributable to noncontrolling interests decreased $4.1 million during the year ended December 31, 2012 due to the redemption of preferred units in February 2012, resulting in $3.3 million less in dividends plus a redemption discount of $1.9 million offset by non-cash charges upon recognizing the original preferred unit issuance costs of approximately $842,000.

Preferred stock dividends increased $12.9 million during the year ended December 31, 2012 due to the $9.3 million of non-cash charges for the deemed distribution recognized upon redemption of the Series 3, 4, and 5 Preferred Stock during the year ended December 31, 2012, as well as the impact of additional dividends on the Series 6 Preferred Stock issued in February 2012 and Series 7 Preferred Stock issued in September 2012.

    

57




Supplemental Earnings Information

We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these measures are beneficial to us in improving the understanding of our operational results among the investing public. We believe such measures make comparisons of other REITs' operating results to ours more meaningful. We continually evaluate the usefulness, relevance, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

The following are our definitions of Same Property Net Operating Income ("NOI"), Funds from Operations ("FFO"), and Core FFO, which we believe to be beneficial non-GAAP performance measures used in understanding our operational results:

Ÿ
NOI is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented.

Same Property information is provided for operating properties that were owned and operated for the entirety of both periods being compared and excludes all Properties in Development and Non-Same Properties. A Non-Same Property is a property acquired during either period being compared, a development completion that is less than 90% funded and 95% leased or features less than two years of anchor operations. Same Property also excludes projects in development, which represent projects owned and intended to be developed, including partially operating properties acquired specifically for redevelopment and excluding land held for future development. See note 1 to the consolidated financial statements for an expanded definition of properties in development.
 
Same Property NOI includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by management in evaluating the performance of our properties.

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, net of tax, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute 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 our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP and therefore, should not be considered an alternative for cash flow as a measure of liquidity.

Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non-comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to, transaction profits, income or expense, gains or losses from the early extinguishment of debt and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below.


58



Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro rata basis, for the years ended December 31, 2013 and 2012 is as follows (in thousands):
 
 
2013
 
2012
 
 
Same Property
 
Other (1)
 
Total
 
Same Property
 
Other (1)
 
Total
Income from continuing operations before tax
$
193,108

 
(108,811
)
 
84,297

 
188,450

 
(129,447
)
 
59,003

Less:
 
 
 
 
 
 
 
 
 
 
 
 
Management, transaction, and other fees
 

 
25,097

 
25,097

 

 
26,511

 
26,511

Other (2)
 
9,608

 
(1,379
)
 
8,229

 
7,498

 
(594
)
 
6,904

Plus:
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
111,688

 
18,942

 
130,630

 
104,723

 
14,285

 
119,008

General and administrative
 

 
61,234

 
61,234

 

 
61,700

 
61,700

Other operating expense, excluding provision for doubtful accounts
 
2,317

 
3,973

 
6,290

 
76

 
4,162

 
4,238

Other expense (income)
 
34,775

 
76,966

 
111,741

 
29,941

 
101,299

 
131,240

Equity in income (loss) of investments in real estate excluded from NOI (3)
 
56,632

 
2,774

 
59,406

 
58,653

 
7,889

 
66,542

NOI from properties sold
 

 
10,866

 
10,866

 

 
19,475

 
19,475

Pro rata NOI
$
388,912

 
42,226

 
431,138

 
374,345

 
53,446

 
427,791

(1) Includes revenues and expenses attributable to non-same property, development, and corporate activities. 
(2) Includes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees.
(3) Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Our same property pool includes the following property count, pro rata GLA (in thousands), and changes therein during the years ended December 31, 2013 and 2012:
 
2013
 
2012
 
Properties

GLA
 
Properties

GLA
Beginning same property count
323

25,803

 
314

24,922

Acquired properties owned for entirety of comparable periods
6

476

 
3

465

Developments that reached completion by beginning of earliest comparable period presented
4

359

 
33

3,163

Disposed properties
(29
)
(1,683
)
 
(27
)
(2,736
)
SFT adjustments (1)

154

 
 
(11
)
Ending same property count
304

25,109

 
323

25,803

(1) SFT adjustments arise from remeasurements or redevelopments.

The major components of pro rata same property NOI growth of 3.9% include the following:
 
 
2013
 
2012
 
Change
Base rent
$
409,641

 
398,773

 
10,868

Percentage rent
 
4,788

 
4,038

 
750

Recovery revenue
 
116,716

 
109,190

 
7,526

Other income
 
6,849

 
6,537

 
312

Operating expenses
 
149,082

 
144,193

 
4,889

Pro rata same property NOI
$
388,912

 
374,345

 
14,567


Pro rata same property base rent increased $10.9 million, driven by $4.6 million increase in contractual rent steps and $6.3 million increase in rental rate growth and changes in occupancy.

Pro rata same property recovery revenue increased $7.5 million due to greater recovery rates driven by market rates and occupancy improvements, as well as increases in recoverable costs.


59



Pro rata same property operating expenses increased $4.9 million due to increases in real estate tax assessments and increased common area expenses primarily related to snow removal costs associated with the inclement winter weather in 2013.


Our reconciliation of net income available to common shareholders to FFO and Core FFO for the years ended December 31, 2013 and 2012 is as follows (in thousands, except share information):

 
 
2013
 
2012
Reconciliation of Net income to FFO
 
 
 
 
Net income (loss) attributable to common stockholders
$
128,742

 
(6,664
)
Adjustments to reconcile to FFO:
 
 
 
 
Depreciation and amortization - consolidated
 
111,689

 
108,057

Depreciation and amortization - unconsolidated
 
43,498

 
43,162

Consolidated joint venture partners' share of depreciation
 
(1,003
)
 
(755
)
Provision for impairment (1)
 
6,000

 
75,326

Amortization of leasing commissions and intangibles
 
19,313

 
16,055

Gain on sale of operating properties, net of tax (1)
 
(67,894
)
 
(13,187
)
Noncontrolling interest of exchangeable partnership units
 
276

 
106

FFO
$
240,621

 
222,100

Reconciliation of FFO to Core FFO
 
 
 
 
FFO
$
240,621

 
222,100

Adjustments to reconcile to Core FFO:
 
 
 
 
Transaction profits, net of dead deal costs and tax (1)
 
1,344

 
(3,415
)
Provision for impairment to land and out-parcels (1)
 

 
1,000

Provision for hedge ineffectiveness (1)
 
(21
)
 
20

Loss on early debt extinguishment (1)
 
(325
)
 
1,238

Original preferred stock issuance costs expensed
 

 
10,119

Gain on redemption of preferred units
 

 
(1,875
)
One-time additional preferred dividend payment
 

 
1,750

Core FFO
$
241,619

 
230,937


(1) Includes our pro-rata share of unconsolidated co-investment partnerships.

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems. Where available, we have applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of December 31, 2013 we had accrued liabilities of $11.9 million for our pro-rata share of environmental remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Inflation/Deflation

Inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers; however, inflation may become a greater concern in the future. Substantially all of our long-term leases contain

60



provisions designed to mitigate the adverse impact of inflation. Most of our leases require tenants to pay their pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary periods or periods of economic weakness, minimum rents and percentage rents will decline as the supply of available retail space exceeds demand and consumer spending declines. Occupancy declines resulting from a weak economic period will also likely result in lower recovery rates of our operating expenses.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are exposed to two significant components of interest rate risk:

We have an $800.0 million Line commitment and a $75.0 million Term Loan commitment, as further described in Note 8 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon an annual rate of LIBOR plus 117.5 basis points and our Term Loan has a variable rate of LIBOR plus 145 basis points. LIBOR rates charged on our Line and Term Loan (collectively our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured credit facilities would increase, resulting in higher interest costs.

We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We have $150.0 million and $350.0 million of fixed rate, unsecured debt maturing in April 2014 and August 2015, respectively. As the economy improves, long term interest rates may continue to increase. In order to mitigate the risk of interest rate volatility, we entered into $395.0 million of forward starting interest rate swaps for new debt issues occurring through August 1, 2016. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate of 2.45%. These rates are exclusive of our credit spread at the time of debt issuance.

We continuously monitor the capital markets and evaluate our ability to issue new debt to repay maturing debt or fund our commitments. Based upon the current capital markets, our current credit ratings, our current capacity under our unsecured credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we expect that we will be able to successfully issue new secured or unsecured debt to fund these debt obligations.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2013 (dollars in thousands). The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2013 and are subject to change on a monthly basis. Further, the table below incorporates only those exposures that exist as of December 31, 2013 and does not consider exposures or positions that could arise after that date. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates. 
 
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
 
Fair Value
Fixed rate debt
$
163,632

 
418,182

 
27,148

 
489,396

 
61,103

 
579,909

 
1,739,370

 
1,899,404

Average interest rate for all fixed rate debt (1)
 
5.72
%
 
5.87
%
 
5.87
%
 
5.82
%
 
5.77
%
 
5.77
%
 

 

Variable rate LIBOR debt
$
9,000

 

 
75,000

 
297

 
410

 
27,392

 
112,099

 
112,483

Average interest rate for all variable rate debt (1)
 
2.20
%
 
2.20
%
 
3.70
%
 
3.70
%
 
3.70
%
 
3.70
%
 

 

(1) Average interest rates at the end of each year presented.

61



Item 8.    Consolidated Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements

 
 
Regency Centers Corporation:
 
 
 
Regency Centers, L.P.:
 
 
 
 
 
Financial Statement Schedule
 

All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information required therein is shown in the consolidated financial statements or notes thereto.




62




Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers Corporation and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Regency Centers Corporation's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 19, 2014 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
/s/ KPMG LLP

February 19, 2014
Jacksonville, Florida
Certified Public Accountants

63



Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:

We have audited Regency Centers Corporation's (the Company's) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 19, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP

February 19, 2014
Jacksonville, Florida
Certified Public Accountants

64



Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers, L.P. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 19, 2014 expressed an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting.
/s/ KPMG LLP

February 19, 2014
Jacksonville, Florida
Certified Public Accountants

65




Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:

We have audited Regency Centers, L.P.'s (the Partnership's) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers, L.P.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 19, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP

February 19, 2014
Jacksonville, Florida
Certified Public Accountants

66




REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2013 and 2012
(in thousands, except share data)
 
 
2013
 
2012
Assets
 
 
 
 
Real estate investments at cost (notes 2 and 3):
 
 
 
 
Land
$
1,249,779

 
1,215,659

Buildings and improvements
 
2,590,302

 
2,502,186

Properties in development
 
186,450

 
192,067

 
 
4,026,531

 
3,909,912

Less: accumulated depreciation
 
844,873

 
782,749

 
 
3,181,658

 
3,127,163

Investments in real estate partnerships (note 4)
 
358,849

 
442,927

Net real estate investments
 
3,540,507

 
3,570,090

Cash and cash equivalents
 
80,684

 
22,349

Restricted cash
 
9,520

 
6,472

Accounts receivable, net of allowance for doubtful accounts of $3,922 and $3,915 at December 31, 2013 and 2012, respectively
 
26,319

 
26,601

Straight-line rent receivable, net of reserve of $547 and $870 at December 31, 2013 and 2012, respectively
 
50,612

 
49,990

Notes receivable (note 5)
 
11,960

 
23,751

Deferred costs, less accumulated amortization of $73,231 and $69,224 at December 31, 2013 and 2012, respectively
 
69,963

 
69,506

Acquired lease intangible assets, less accumulated amortization of $25,591 and $19,148 at December 31, 2013 and 2012, respectively (note 6)
 
44,805

 
42,459

Trading securities held in trust, at fair value (note 13)
 
26,681

 
23,429

Other assets (note 9)
 
52,465

 
18,811

Total assets
$
3,913,516

 
3,853,458

Liabilities and Equity
 
 
 
 
Liabilities:
 
 
 
 
Notes payable (note 8)
$
1,779,697

 
1,771,891

Unsecured credit facilities (note 8)
 
75,000

 
170,000

Accounts payable and other liabilities (note 9 and 13)
 
147,045

 
127,185

Acquired lease intangible liabilities, less accumulated accretion of $10,102 and $6,636 at December 31, 2013 and 2012, respectively (note 6)
 
26,729

 
20,325

Tenants’ security and escrow deposits and prepaid rent
 
23,911

 
18,146

Total liabilities
 
2,052,382

 
2,107,547

Commitments and contingencies (notes 15 and 16)
 

 

Equity:
 
 
 
 
Stockholders’ equity (notes 11 and 12):
 
 
 
 
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at December 31, 2013 and December 31, 2012, with liquidation preferences of $25 per share
 
325,000

 
325,000

Common stock $0.01 par value per share,150,000,000 shares authorized; 92,333,161 and 90,394,486 shares issued at December 31, 2013 and 2012, respectively
 
923

 
904

Treasury stock at cost, 373,042 and 335,347 shares held at December 31, 2013 and 2012, respectively
 
(16,726
)
 
(14,924
)
Additional paid in capital
 
2,426,477

 
2,312,310

Accumulated other comprehensive loss
 
(17,404
)
 
(57,715
)
Distributions in excess of net income
 
(874,916
)
 
(834,810
)
Total stockholders’ equity
 
1,843,354

 
1,730,765

Noncontrolling interests (note 11):
 
 
 
 
Exchangeable operating partnership units, aggregate redemption value of $7,676 and $8,348 at December 31, 2013 and 2012, respectively
 
(1,426
)
 
(1,153
)
Limited partners’ interests in consolidated partnerships
 
19,206

 
16,299

Total noncontrolling interests
 
17,780

 
15,146

Total equity
 
1,861,134

 
1,745,911

Total liabilities and equity
$
3,913,516

 
3,853,458

See accompanying notes to consolidated financial statements.

67



REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2013, 2012, and 2011
(in thousands, except per share data)
 
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
 
Minimum rent
$
353,833

 
340,940

 
332,027

Percentage rent
 
3,583

 
3,323

 
2,989

Recoveries from tenants and other income
 
106,494

 
103,155

 
101,453

Management, transaction, and other fees
 
25,097

 
26,511

 
33,980

Total revenues
 
489,007

 
473,929

 
470,449

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
130,630

 
119,008

 
120,803

Operating and maintenance
 
71,018

 
66,687

 
68,501

General and administrative
 
61,234

 
61,700

 
56,117

Real estate taxes
 
53,726

 
52,911

 
52,039

Other expenses
 
8,079

 
7,187

 
6,516

Total operating expenses
 
324,687

 
307,493

 
303,976

Other expense (income):
 
 
 
 
 
 
Interest expense, net of interest income of $1,643, $1,675, and $2,442 in 2013, 2012, and 2011, respectively (note 9)
 
108,966

 
112,129

 
123,645

Provision for impairment
 
6,000

 
20,316

 
12,466

Early extinguishment of debt
 
32

 
852

 

Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(2,231), $(888), and $567 in 2013, 2012, and 2011, respectively (note 13)
 
(3,257
)
 
(2,057
)
 
206

Total other expense (income)
 
111,741

 
131,240

 
136,317

Income before equity in income of investments in real estate partnerships
 
52,579

 
35,196

 
30,156

Equity in income of investments in real estate partnerships (note 4)
 
31,718

 
23,807

 
9,643

Income from continuing operations before tax
 
84,297

 
59,003

 
39,799

Income tax expense of taxable REIT subsidiary
 

 
13,224

 
2,994

Income from continuing operations
 
84,297

 
45,779

 
36,805

Discontinued operations, net (note 3):
 
 
 
 
 
 
Operating income (loss)
 
7,332

 
(43,583
)
 
10,637

Gain on sale of operating properties, net
 
57,953

 
21,855

 
5,942

Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

Income before gain on sale of real estate
 
149,582

 
24,051

 
53,384

Gain on sale of real estate
 
1,703

 
2,158

 
2,404

Net income
 
151,285

 
26,209

 
55,788

Noncontrolling interests:
 
 
 
 
 
 
Preferred units
 

 
629

 
(3,725
)
Exchangeable operating partnership units
 
(276
)
 
(106
)
 
(103
)
Limited partners’ interests in consolidated partnerships
 
(1,205
)
 
(865
)
 
(590
)
Income attributable to noncontrolling interests
 
(1,481
)
 
(342
)
 
(4,418
)
Net income attributable to the Company
 
149,804

 
25,867

 
51,370

Preferred stock dividends
 
(21,062
)
 
(32,531
)
 
(19,675
)
Net income (loss) attributable to common stockholders
$
128,742

 
(6,664
)
 
31,695

Income (loss) per common share - basic (note 14):
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common stockholders
$
1.40

 
(0.08
)
 
0.35

Income (loss) per common share - diluted (note 14):
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common stockholders
$
1.40

 
(0.08
)
 
0.35

See accompanying notes to consolidated financial statements.

68



REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
 
 
2013
 
2012
 
2011
Net income
$
151,285

 
26,209

 
55,788

Other comprehensive income:
 
 
 
 
 
 
Loss on settlement of derivative instruments:
 
 
 
 
 
 
Unrealized loss on derivative instruments
 

 

 

Amortization of loss on settlement of derivative instruments recognized in net income
 
9,466

 
9,466

 
9,467

Effective portion of change in fair value of derivative instruments:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
30,985

 
4,220

 
11

Less: reclassification adjustment for change in fair value of derivative instruments included in net income
 
(33
)
 
25

 
7

Other comprehensive income
 
40,418

 
13,711

 
9,485

Comprehensive income
 
191,703

 
39,920

 
65,273

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
1,481

 
342

 
4,418

Other comprehensive income (loss) attributable to noncontrolling interests
 
107

 
(3
)
 
29

Comprehensive income attributable to noncontrolling interests
 
1,588

 
339

 
4,447

Comprehensive income attributable to the Company
$
190,115

 
39,581

 
60,826

See accompanying notes to consolidated financial statements.

69




REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2013, 2012, and 2011 
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Preferred Units
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2010
$
275,000

 
819

 
(16,175
)
 
2,039,612

 
(80,885
)
 
(533,194
)
 
1,685,177

 
49,158

 
(762
)
 
10,829

 
59,225

 
1,744,402

Net income
 

 

 

 

 

 
51,370

 
51,370

 
3,725

 
103

 
590

 
4,418

 
55,788

Other comprehensive income
 

 

 

 

 
9,456

 

 
9,456

 

 
20

 
9

 
29

 
9,485

Deferred compensation plan, net
 

 

 
978

 
16,865

 

 

 
17,843

 

 

 

 

 
17,843

Amortization of restricted stock issued
 

 

 

 
10,659

 

 

 
10,659

 

 

 

 

 
10,659

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(1,689
)
 

 

 
(1,689
)
 

 

 

 

 
(1,689
)
Common stock issued for dividend reinvestment plan
 

 

 

 
1,081

 

 

 
1,081

 

 

 

 

 
1,081

Common stock issued for stock offerings, net of issuance costs
 

 
80

 

 
215,289

 

 

 
215,369

 

 

 

 

 
215,369

Contributions from partners
 

 

 

 

 

 

 

 

 

 
2,787

 
2,787

 
2,787

Distributions to partners
 

 

 

 

 

 

 

 

 

 
(1,111
)
 
(1,111
)
 
(1,111
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(19,675
)
 
(19,675
)
 
(3,725
)
 

 

 
(3,725
)
 
(23,400
)
Common stock/unit ($1.85 per share)
 

 

 

 

 

 
(161,236
)
 
(161,236
)
 

 
(324
)
 

 
(324
)
 
(161,560
)
Balance at December 31, 2011
$
275,000

 
899

 
(15,197
)
 
2,281,817

 
(71,429
)
 
(662,735
)
 
1,808,355

 
49,158

 
(963
)
 
13,104

 
61,299

 
1,869,654

Net income
 

 

 

 

 

 
25,867

 
25,867

 
(629
)
 
106

 
865

 
342

 
26,209

Other comprehensive income
 

 

 

 

 
13,714

 

 
13,714

 

 
28

 
(31
)
 
(3
)
 
13,711

Deferred compensation plan, net
 

 

 
273

 
(261
)
 

 

 
12

 

 

 

 

 
12

Amortization of restricted stock issued
 

 

 

 
11,526

 

 

 
11,526

 

 

 

 

 
11,526

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(1,474
)
 

 

 
(1,474
)
 

 

 

 

 
(1,474
)
Common stock issued for dividend reinvestment plan
 

 

 

 
988

 

 

 
988

 

 

 

 

 
988

Common stock issued for stock offerings, net of issuance costs
 

 
5

 

 
21,537

 

 

 
21,542

 

 

 

 

 
21,542

Redemption of preferred units
 

 

 

 

 

 

 

 
(48,125
)
 

 

 
(48,125
)
 
(48,125
)
Issuance of preferred stock, net of issuance costs
 
325,000

 

 

 
(11,100
)
 

 

 
313,900

 

 

 

 

 
313,900

Redemption of preferred stock
 
(275,000
)
 

 

 
9,277

 

 
(9,277
)
 
(275,000
)
 

 

 

 

 
(275,000
)

70



REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2012, 2011, and 2010 
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Preferred Units
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity
Contributions from partners
 

 

 

 

 

 

 

 

 

 
3,362

 
3,362

 
3,362

Distributions to partners
 

 

 

 

 

 

 

 

 

 
(1,001
)
 
(1,001
)
 
(1,001
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(23,254
)
 
(23,254
)
 
(404
)
 

 

 
(404
)
 
(23,658
)
Common stock/unit ($1.85 per share)
 

 

 

 

 

 
(165,411
)
 
(165,411
)
 

 
(324
)
 

 
(324
)
 
(165,735
)
Balance at December 31, 2012
$
325,000

 
904

 
(14,924
)
 
2,312,310

 
(57,715
)
 
(834,810
)
 
1,730,765

 

 
(1,153
)
 
16,299

 
15,146

 
1,745,911

Net income
 

 

 

 

 

 
149,804

 
149,804

 

 
276

 
1,205

 
1,481

 
151,285

Other comprehensive income
 

 

 

 

 
40,311

 

 
40,311

 

 
75

 
32

 
107

 
40,418

Deferred compensation plan, net
 

 

 
(1,802
)
 
1,802

 

 

 

 

 

 

 

 

Amortization of restricted stock issued
 

 

 

 
14,141

 

 

 
14,141

 

 

 

 

 
14,141

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(2,887
)
 

 

 
(2,887
)
 

 

 

 

 
(2,887
)
Common stock issued for dividend reinvestment plan
 

 

 

 
1,075

 

 

 
1,075

 

 

 

 

 
1,075

Common stock issued for stock offerings, net of issuance costs
 

 
19

 

 
99,734

 

 

 
99,753

 

 

 

 

 
99,753

Common stock issued for partnership units exchanged







302






302




(302
)



(302
)


Contributions from partners
 

 

 

 

 

 

 

 

 

 
5,792

 
5,792

 
5,792

Distributions to partners
 

 

 

 

 

 

 

 

 

 
(4,122
)
 
(4,122
)
 
(4,122
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(21,062
)
 
(21,062
)
 

 

 

 

 
(21,062
)
Common stock/unit ($1.85 per share)
 

 

 

 

 

 
(168,848
)
 
(168,848
)
 

 
(322
)
 

 
(322
)
 
(169,170
)
Balance at December 31, 2013
$
325,000

 
923

 
(16,726
)
 
2,426,477

 
(17,404
)
 
(874,916
)
 
1,843,354

 

 
(1,426
)
 
19,206

 
17,780

 
1,861,134

See accompanying notes to consolidated financial statements.

71



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
 
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
 
Net income
$
151,285

 
26,209

 
55,788

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
134,454

 
127,839

 
133,756

Amortization of deferred loan cost and debt premium
 
12,339

 
12,759

 
12,327

Amortization and (accretion) of above and below market lease intangibles, net
 
(2,488
)
 
(1,043
)
 
(931
)
Stock-based compensation, net of capitalization
 
12,191

 
9,806

 
9,824

Equity in income of investments in real estate partnerships (note 4)
 
(31,718
)
 
(23,807
)
 
(9,643
)
Net gain on sale of properties
 
(59,656
)
 
(24,013
)
 
(8,346
)
Provision for impairment
 
6,000

 
74,816

 
15,883

Early extinguishment of debt
 
32

 
852

 

Deferred income tax expense (benefit) of taxable REIT subsidiary
 

 
13,727

 
2,422

Distribution of earnings from operations of investments in real estate partnerships
 
45,377

 
44,809

 
43,361

(Gain) loss on derivative instruments
 
(19
)
 
(22
)
 
54

Deferred compensation expense (income)
 
3,294

 
2,069

 
(2,136
)
Realized and unrealized (gain) loss on trading securities held in trust (note 13)
 
(3,293
)
 
(2,095
)
 
184

Changes in assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
(62
)
 
(423
)
 
(651
)
Accounts receivable
 
(5,042
)
 
6,157

 
(3,108
)
Straight-line rent receivable, net
 
(5,459
)
 
(6,059
)
 
(4,642
)
Deferred leasing costs
 
(10,086
)
 
(12,642
)
 
(15,013
)
Other assets (note 9)
 
(1,866
)
 
(1,079
)
 
(3,393
)
Accounts payable and other liabilities (note 9 and 13)
 
(672
)
 
10,994

 
(17,892
)
Tenants’ security and escrow deposits and prepaid rent
 
6,120

 
(1,639
)
 
9,789

Net cash provided by operating activities
 
250,731

 
257,215

 
217,633

Cash flows from investing activities:
 
 
 
 
 
 
Acquisition of operating real estate
 
(107,790
)
 
(156,026
)
 
(70,629
)
Real estate development and capital improvements
 
(213,282
)
 
(164,588
)
 
(82,069
)
Proceeds from sale of real estate investments
 
212,632

 
352,707

 
86,233

Collection (issuance) of notes receivable
 
27,354

 
(552
)
 
(78
)
Investments in real estate partnerships (note 4)
 
(10,883
)
 
(66,663
)
 
(198,688
)
Distributions received from investments in real estate partnerships
 
87,111

 
38,353

 
188,514

Dividends on trading securities held in trust
 
194

 
245

 
225

Acquisition of securities
 
(19,144
)
 
(17,930
)
 
(19,377
)
Proceeds from sale securities
 
13,991

 
18,077

 
18,146

Net cash (used in) provided by investing activities
 
(9,817
)
 
3,623

 
(77,723
)
Cash flows from financing activities:
 
 
 
 
 
 
Net proceeds from common stock issuance
 
99,753

 
21,542

 
215,369

Net proceeds from issuance of preferred stock
 

 
313,900

 

Proceeds from sale of treasury stock
 
34

 
338

 
2,128

Acquisition of treasury stock
 

 
(4
)
 
(13
)
Redemption of preferred stock and partnership units
 

 
(323,125
)
 

Contributions from (distributions to) limited partners in consolidated partnerships, net
 
1,514

 
1,375

 
(735
)
Distributions to exchangeable operating partnership unit holders
 
(322
)
 
(324
)
 
(324
)
Distributions to preferred unit holders
 

 
(404
)
 
(3,725
)
Dividends paid to common stockholders
 
(167,773
)
 
(164,423
)
 
(160,155
)
Dividends paid to preferred stockholders
 
(21,062
)
 
(23,254
)
 
(19,675
)
Repayment of fixed rate unsecured notes
 

 
(192,377
)
 
(181,691
)
Proceeds from unsecured credit facilities
 
82,000

 
750,000

 
455,000

Repayment of unsecured credit facilities
 
(177,000
)
 
(620,000
)
 
(425,000
)
Proceeds from notes payable
 
36,350

 

 
1,940

Repayment of notes payable
 
(27,960
)
 
(1,332
)
 
(16,919
)
Scheduled principal payments
 
(7,530
)
 
(7,259
)
 
(5,699
)
Payment of loan costs
 
(583
)
 
(4,544
)
 
(6,070
)
Net cash used in financing activities
 
(182,579
)
 
(249,891
)
 
(145,569
)
Net increase (decrease) in cash and cash equivalents
 
58,335

 
10,947

 
(5,659
)
Cash and cash equivalents at beginning of the year
 
22,349

 
11,402

 
17,061

Cash and cash equivalents at end of the year
$
80,684

 
22,349

 
11,402





72



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)

 
 
2013
 
2012
 
2011
Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid for interest (net of capitalized interest of $6,078, $3,686, and $1,480 in 2013, 2012, and 2011, respectively)
$
107,312

 
115,879

 
128,649

Supplemental disclosure of non-cash transactions:
 
 
 
 
 
 
Common stock issued for partnership units exchanged
$
302

 

 

Real estate received through distribution in kind
$
7,576

 

 
47,512

Mortgage loans assumed through distribution in kind
$
7,500

 

 
28,760

Mortgage loans assumed for the acquisition of real estate
$

 
30,467

 
31,292

Real estate contributed for investments in real estate partnerships
$

 
47,500

 

Real estate received through foreclosure on notes receivable
$

 
12,585

 

Change in fair value of derivative instruments
$
30,952

 
(4,285
)
 
18

Common stock issued for dividend reinvestment plan
$
1,075

 
988

 
1,081

Stock-based compensation capitalized
$
2,188

 
1,979

 
1,104

Contributions from limited partners in consolidated partnerships, net
$
156

 
986

 
2,411

Common stock issued for dividend reinvestment in trust
$
660

 
440

 
631

Contribution of stock awards into trust
$
1,537

 
819

 
1,132

Distribution of stock held in trust
$
201

 
1,191

 

See accompanying notes to consolidated financial statements.



73



REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2013 and 2012
(in thousands, except unit data)
    
 
 
2013
 
2012
Assets
 
 
 
 
Real estate investments at cost (notes 2 and 3):
 
 
 
 
Land
$
1,249,779

 
1,215,659

Buildings and improvements
 
2,590,302

 
2,502,186

Properties in development
 
186,450

 
192,067

 
 
4,026,531

 
3,909,912

Less: accumulated depreciation
 
844,873

 
782,749

 
 
3,181,658

 
3,127,163

Investments in real estate partnerships (note 4)
 
358,849

 
442,927

Net real estate investments
 
3,540,507

 
3,570,090

Cash and cash equivalents
 
80,684

 
22,349

Restricted cash
 
9,520

 
6,472

Accounts receivable, net of allowance for doubtful accounts of $3,922 and $3,915 at December 31, 2013 and 2012, respectively
 
26,319

 
26,601

Straight-line rent receivable, net of reserve of $547 and $870 at December 31, 2013 and 2012, respectively
 
50,612

 
49,990

Notes receivable (note 5)
 
11,960

 
23,751

Deferred costs, less accumulated amortization of $73,231 and $69,224 at December 31, 2013 and 2012, respectively
 
69,963

 
69,506

Acquired lease intangible assets, less accumulated amortization of $25,591 and $19,148 at December 31, 2013 and 2012, respectively (note 6)
 
44,805

 
42,459

Trading securities held in trust, at fair value (note 13)
 
26,681

 
23,429

Other assets (note 9)
 
52,465

 
18,811

Total assets
$
3,913,516

 
3,853,458

Liabilities and Capital
 
 
 
 
Liabilities:
 
 
 
 
Notes payable (note 8)
$
1,779,697

 
1,771,891

Unsecured credit facilities (note 8)
 
75,000

 
170,000

Accounts payable and other liabilities (note 9 and 13)
 
147,045

 
127,185

Acquired lease intangible liabilities, less accumulated accretion of $10,102 and $6,636 at December 31, 2013 and 2012, respectively (note 6)
 
26,729

 
20,325

Tenants’ security and escrow deposits and prepaid rent
 
23,911

 
18,146

Total liabilities
 
2,052,382

 
2,107,547

Commitments and contingencies (notes 15 and 16)
 

 

Capital:
 
 
 
 
Partners’ capital (notes 11 and 12):
 
 
 
 
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at December 31, 2013 and 2012, respectively, liquidation preference of $25 per unit
 
325,000

 
325,000

General partner; 92,333,161 and 90,394,486 units outstanding at December 31, 2013 and 2012, respectively
 
1,535,758

 
1,463,480

Limited partners; 165,796 and 177,164 units outstanding at December 31, 2013 and 2012, respectively
 
(1,426
)
 
(1,153
)
Accumulated other comprehensive loss
 
(17,404
)
 
(57,715
)
Total partners’ capital
 
1,841,928

 
1,729,612

Noncontrolling interests (note 11):
 
 
 
 
Limited partners’ interests in consolidated partnerships
 
19,206

 
16,299

Total noncontrolling interests
 
19,206

 
16,299

Total capital
 
1,861,134

 
1,745,911

Total liabilities and capital
$
3,913,516

 
3,853,458

See accompanying notes to consolidated financial statements.

74



REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2013, 2012, and 2011
(in thousands, except per unit data)
 
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
 
Minimum rent
$
353,833

 
340,940

 
332,027

Percentage rent
 
3,583

 
3,323

 
2,989

Recoveries from tenants and other income
 
106,494

 
103,155

 
101,453

Management, transaction, and other fees
 
25,097

 
26,511

 
33,980

Total revenues
 
489,007

 
473,929

 
470,449

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
130,630

 
119,008

 
120,803

Operating and maintenance
 
71,018

 
66,687

 
68,501

General and administrative
 
61,234

 
61,700

 
56,117

Real estate taxes
 
53,726

 
52,911

 
52,039

Other expenses
 
8,079

 
7,187

 
6,516

Total operating expenses
 
324,687

 
307,493

 
303,976

Other expense (income):
 
 
 
 
 
 
Interest expense, net of interest income of $1,643, $1,675, and $2,442 in 2013, 2012, and 2011, respectively (note 9)
 
108,966

 
112,129

 
123,645

Provision for impairment
 
6,000

 
20,316

 
12,466

Early extinguishment of debt
 
32

 
852

 

Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(2,231), $(888), and $567 in 2013, 2012, and 2011, respectively (note 13)
 
(3,257
)
 
(2,057
)
 
206

Total other expense (income)
 
111,741

 
131,240

 
136,317

Income before equity in income of investments in real estate partnerships
 
52,579

 
35,196

 
30,156

Equity in income of investments in real estate partnerships (note 4)
 
31,718

 
23,807

 
9,643

Income from continuing operations before tax
 
84,297

 
59,003

 
39,799

Income tax expense of taxable REIT subsidiary
 

 
13,224

 
2,994

Income from continuing operations
 
84,297

 
45,779

 
36,805

Discontinued operations, net (note 3):
 
 
 
 
 
 
Operating income (loss)
 
7,332

 
(43,583
)
 
10,637

Gain on sale of operating properties, net
 
57,953

 
21,855

 
5,942

Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

Income before gain on sale of real estate
 
149,582

 
24,051

 
53,384

Gain on sale of real estate
 
1,703

 
2,158

 
2,404

Net income
 
151,285

 
26,209

 
55,788

Noncontrolling interests:
 
 
 
 
 
 
Limited partners’ interests in consolidated partnerships
 
(1,205
)
 
(865
)
 
(590
)
Income attributable to noncontrolling interests
 
(1,205
)
 
(865
)
 
(590
)
Net income attributable to the Partnership
 
150,080

 
25,344

 
55,198

Preferred unit distributions
 
(21,062
)
 
(31,902
)
 
(23,400
)
Net income (loss) attributable to common unit holders
$
129,018

 
(6,558
)
 
31,798

Income (loss) per common unit - basic (note 14):
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common unit holders
$
1.40

 
(0.08
)
 
0.35

Income (loss) per common unit - diluted (note 14):
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common unit holders
$
1.40

 
(0.08
)
 
0.35

See accompanying notes to consolidated financial statements.

75



REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
 
 
2013
 
2012
 
2011
Net income
$
151,285

 
26,209

 
55,788

Other comprehensive income:
 
 
 
 
 
 
Loss on settlement of derivative instruments:
 
 
 
 
 
 
Unrealized loss on derivative instruments
 

 

 

Amortization of loss on settlement of derivative instruments recognized in net income
 
9,466

 
9,466

 
9,467

Effective portion of change in fair value of derivative instruments:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
30,985

 
4,220

 
11

Less: reclassification adjustment for change in fair value of derivative instruments included in net income
 
(33
)
 
25

 
7

Other comprehensive income
 
40,418

 
13,711

 
9,485

Comprehensive income
 
191,703

 
39,920

 
65,273

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
1,205

 
865

 
590

Other comprehensive income (loss) attributable to noncontrolling interests
 
32

 
(31
)
 
9

Comprehensive income attributable to noncontrolling interests
 
1,237

 
834

 
599

Comprehensive income attributable to the Partnership
$
190,466

 
39,086

 
64,674

See accompanying notes to consolidated financial statements.


76




REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2013, 2012, and 2011 
 (in thousands)
 
 
Preferred Units
 
General Partner
Preferred and
Common Units
 
Limited
Partners
 
Accumulated
Other
Comprehensive
Loss
 
Total
Partners’
Capital
 
Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships
 
Total
Capital
Balance at December 31, 2010
$
49,158

 
1,766,062

 
(762
)
 
(80,885
)
 
1,733,573

 
10,829

 
1,744,402

Net income
 
3,725

 
51,370

 
103

 

 
55,198

 
590

 
55,788

Other comprehensive income
 

 

 
20

 
9,456

 
9,476

 
9

 
9,485

Deferred compensation plan, net
 

 
17,843

 

 

 
17,843

 

 
17,843

Contributions from partners
 

 

 

 

 

 
2,787

 
2,787

Distributions to partners
 

 
(161,236
)
 
(324
)
 

 
(161,560
)
 
(1,111
)
 
(162,671
)
Preferred unit distributions
 
(3,725
)
 
(19,675
)
 

 

 
(23,400
)
 

 
(23,400
)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
 

 
10,659

 

 

 
10,659

 

 
10,659

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 

 
214,761

 

 

 
214,761

 

 
214,761

Balance at December 31, 2011
$
49,158

 
1,879,784

 
(963
)
 
(71,429
)
 
1,856,550

 
13,104

 
1,869,654

Net income
 
(629
)
 
25,867

 
106

 

 
25,344

 
865

 
26,209

Other comprehensive income
 

 

 
28

 
13,714

 
13,742

 
(31
)
 
13,711

Deferred compensation plan, net
 

 
12

 

 

 
12

 

 
12

Contributions from partners
 

 

 

 

 

 
3,362

 
3,362

Distributions to partners
 

 
(165,411
)
 
(324
)
 

 
(165,735
)
 
(1,001
)
 
(166,736
)
Redemption of preferred units
 
(48,125
)
 

 

 

 
(48,125
)
 

 
(48,125
)
Preferred unit distributions
 
(404
)
 
(23,254
)
 

 

 
(23,658
)
 

 
(23,658
)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
 

 
11,526

 

 

 
11,526

 

 
11,526

Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
 

 
313,900

 

 

 
313,900

 

 
313,900

Preferred stock redemptions
 

 
(275,000
)
 

 

 
(275,000
)
 

 
(275,000
)
Common units issued as a result of common stock issued by Parent Company, net of repurchases
 

 
21,056

 

 

 
21,056

 

 
21,056

Balance at December 31, 2012
$

 
1,788,480

 
(1,153
)
 
(57,715
)
 
1,729,612

 
16,299

 
1,745,911

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

77



REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2013, 2012, and 2011 
 (in thousands)
 
 
Preferred Units
 
General Partner
Preferred and
Common Units
 
Limited
Partners
 
Accumulated
Other
Comprehensive
Loss
 
Total
Partners’
Capital
 
Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships
 
Total
Capital
Net income
 

 
149,804

 
276

 

 
150,080

 
1,205

 
151,285

Other comprehensive income
 

 

 
75

 
40,311

 
40,386

 
32

 
40,418

Deferred compensation plan, net
 

 

 

 

 

 

 

Contributions from partners
 

 

 

 

 

 
5,792

 
5,792

Distributions to partners
 

 
(168,848
)
 
(322
)
 

 
(169,170
)
 
(4,122
)
 
(173,292
)
Redemption of preferred units
 

 

 

 

 

 

 

Preferred unit distributions
 

 
(21,062
)
 

 

 
(21,062
)
 

 
(21,062
)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company
 

 
14,141

 

 

 
14,141

 

 
14,141

Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
 

 

 

 

 

 

 

Preferred stock redemptions
 

 

 

 

 

 

 

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 

 
97,941

 

 

 
97,941

 

 
97,941

Common units exchanged for common stock of Regency



302


(302
)








Balance at December 31, 2013
$

 
1,860,758

 
(1,426
)
 
(17,404
)
 
1,841,928

 
19,206

 
1,861,134

See accompanying notes to consolidated financial statements.

78



REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
 
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
 
Net income
$
151,285

 
26,209

 
55,788

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
134,454

 
127,839

 
133,756

Amortization of deferred loan cost and debt premium
 
12,339

 
12,759

 
12,327

Amortization and (accretion) of above and below market lease intangibles, net
 
(2,488
)
 
(1,043
)
 
(931
)
Stock-based compensation, net of capitalization
 
12,191

 
9,806

 
9,824

Equity in income of investments in real estate partnerships (note 4)
 
(31,718
)
 
(23,807
)
 
(9,643
)
Net gain on sale of properties
 
(59,656
)
 
(24,013
)
 
(8,346
)
Provision for impairment
 
6,000

 
74,816

 
15,883

Early extinguishment of debt
 
32

 
852

 

Deferred income tax expense (benefit) of taxable REIT subsidiary
 

 
13,727

 
2,422

Distribution of earnings from operations of investments in real estate partnerships
 
45,377

 
44,809

 
43,361

Settlement of derivative instruments
 

 

 

(Gain) loss on derivative instruments
 
(19
)
 
(22
)
 
54

Deferred compensation expense (income)
 
3,294

 
2,069

 
(2,136
)
Realized and unrealized (gain) loss on trading securities held in trust (note 13)
 
(3,293
)
 
(2,095
)
 
184

Changes in assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
(62
)
 
(423
)
 
(651
)
Accounts receivable
 
(5,042
)
 
6,157

 
(3,108
)
Straight-line rent receivable, net
 
(5,459
)
 
(6,059
)
 
(4,642
)
Deferred leasing costs
 
(10,086
)
 
(12,642
)
 
(15,013
)
Other assets (note 9)
 
(1,866
)
 
(1,079
)
 
(3,393
)
Accounts payable and other liabilities (note 9 and 13)
 
(672
)
 
10,994

 
(17,892
)
Tenants’ security and escrow deposits and prepaid rent
 
6,120

 
(1,639
)
 
9,789

Net cash provided by operating activities
 
250,731

 
257,215

 
217,633

Cash flows from investing activities:
 
 
 
 
 
 
Acquisition of operating real estate
 
(107,790
)
 
(156,026
)
 
(70,629
)
Real estate development and capital improvements
 
(213,282
)
 
(164,588
)
 
(82,069
)
Proceeds from sale of real estate investments
 
212,632

 
352,707

 
86,233

Collection (issuance) of notes receivable
 
27,354

 
(552
)
 
(78
)
Investments in real estate partnerships (note 4)
 
(10,883
)
 
(66,663
)
 
(198,688
)
Distributions received from investments in real estate partnerships
 
87,111

 
38,353

 
188,514

Dividends on trading securities held in trust
 
194

 
245

 
225

Acquisition of securities
 
(19,144
)
 
(17,930
)
 
(19,377
)
Proceeds from sale securities
 
13,991

 
18,077

 
18,146

Net cash (used in) provided by investing activities
 
(9,817
)
 
3,623

 
(77,723
)
Cash flows from financing activities:
 
 
 
 
 
 
Net proceeds from common units issued as a result of common stock issued by Parent Company
 
99,753

 
21,542

 
215,369

Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company
 

 
313,900

 

Proceeds from sale of treasury stock
 
34

 
338

 
2,128

Acquisition of treasury stock
 

 
(4
)
 
(13
)
     Redemption of preferred partnership units
 

 
(323,125
)
 

Contributions from (distributions to) limited partners in consolidated partnerships, net
 
1,514

 
1,375

 
(735
)
Distributions to partners
 
(168,095
)
 
(164,747
)
 
(160,479
)
Distributions to preferred unit holders
 
(21,062
)
 
(23,658
)
 
(23,400
)
Repayment of fixed rate unsecured notes
 

 
(192,377
)
 
(181,691
)
Proceeds from unsecured credit facilities
 
82,000

 
750,000

 
455,000

Repayment of unsecured credit facilities
 
(177,000
)
 
(620,000
)
 
(425,000
)
Proceeds from notes payable
 
36,350

 

 
1,940

Repayment of notes payable
 
(27,960
)
 
(1,332
)
 
(16,919
)
Scheduled principal payments
 
(7,530
)
 
(7,259
)
 
(5,699
)
Payment of loan costs
 
(583
)
 
(4,544
)
 
(6,070
)
Net cash used in financing activities
 
(182,579
)
 
(249,891
)
 
(145,569
)
Net increase (decrease) in cash and cash equivalents
 
58,335

 
10,947

 
(5,659
)
Cash and cash equivalents at beginning of the year
 
22,349

 
11,402

 
17,061

Cash and cash equivalents at end of the year
$
80,684

 
22,349

 
11,402


79




REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2013, 2012, and 2011
(in thousands)
 
 
2013
 
2012
 
2011
Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid for interest (net of capitalized interest of $6,078, $3,686, and $1,480 in 2013, 2012, and 2011, respectively)
$
107,312

 
115,879

 
128,649

Supplemental disclosure of non-cash transactions:
 
 
 
 
 
 
Common stock issued by Parent Company for partnership units exchanged
$
302

 

 

Real estate received through distribution in kind
$
7,576

 

 
47,512

Mortgage loans assumed through distribution in kind
$
7,500

 

 
28,760

Mortgage loans assumed for the acquisition of real estate
$

 
30,467

 
31,292

Real estate contributed for investments in real estate partnerships
$

 
47,500

 

Real estate received through foreclosure on notes receivable
$

 
12,585

 

Change in fair value of derivative instruments
$
30,952

 
(4,285
)
 
18

Common stock issued by Parent Company for dividend reinvestment plan
$
1,075

 
988

 
1,081

Stock-based compensation capitalized
$
2,188

 
1,979

 
1,104

Contributions from limited partners in consolidated partnerships, net
$
156

 
986

 
2,411

Common stock issued for dividend reinvestment in trust
$
660

 
440

 
631

Contribution of stock awards into trust
$
1,537

 
819

 
1,132

Distribution of stock held in trust
$
201

 
1,191

 

See accompanying notes to consolidated financial statements.



80


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013

1.
Summary of Significant Accounting Policies

(a)    Organization and Principles of Consolidation

General

Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust (“REIT”) in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Operating Partnership, and has no other assets or liabilities other than through its investment in the Operating Partnership. As of December 31, 2013, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) directly owned 202 retail shopping centers and held partial interests in an additional 126 retail shopping centers through investments in real estate partnerships (also referred to as "joint ventures" or "co-investment partnerships").

Estimates, Risks, and Uncertainties

The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the carrying values of its investments in real estate, including its shopping centers, properties in development, and its investments in real estate partnerships, and accounts receivable, net. Although the U.S. economy is recovering, economic conditions remain challenging, and therefore, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly, if economic conditions were to weaken.

Consolidation

The accompanying consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the consolidated financial statements.

Ownership of the Parent Company

The Parent Company has a single class of common stock outstanding and two series of preferred stock outstanding (“Series 6 and 7 Preferred Stock”). The dividends on the Series 6 and 7 Preferred Stock are cumulative and payable in arrears on the last day of each calendar quarter.

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2013, the Parent Company owned approximately 99.8% or 92,333,161 of the 92,498,957 outstanding common Partnership Units of the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Investments in Real Estate Partnerships

Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. The accounting policies of the real estate partnerships are similar to the Company's accounting policies. Income or loss from these real estate partnerships, which includes all operating results (including impairment losses) and gains on sales of properties within the joint ventures, is allocated to the Company in

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



accordance with the respective partnership agreements. Such allocations of net income or loss are recorded in equity in income (loss) of investments in real estate partnerships in the accompanying Consolidated Statements of Operations. The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is either accreted to income and recorded in equity in income (loss) of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years, or recognized at liquidation if the joint venture agreement includes a unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind, as discussed further below.
Cash distributions of earnings from operations from investments in real estate partnerships are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in investments in real estate partnerships are presented in cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows.

The Company evaluates the structure and the substance of its investments in the real estate partnerships to determine if they are variable interest entities. The Company has concluded that these partnership investments are not variable interest entities. Further, the joint venture partners in the real estate partnerships have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new partners. Upon formation of the joint ventures, the Company, through the Operating Partnership, also became the managing member, responsible for the day-to-day operations of the real estate partnerships. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, the Company evaluated its investment in each real estate partnership and concluded that the other partners have kick-out rights and/or substantive participating rights and, therefore, the Company has concluded that the equity method of accounting is appropriate for these investments and they do not require consolidation. Under the equity method of accounting, investments in real estate partnerships are initially recorded at cost, subsequently increased for additional contributions and allocations of income, and reduced for distributions received and allocations of loss. These investments are included in the consolidated financial statements as investments in real estate partnerships.

Noncontrolling Interests

The Company consolidates all entities in which it has a controlling ownership interest. A controlling ownership interest is typically attributable to the entity with a majority voting interest. Noncontrolling interest is the portion of equity, in a subsidiary or consolidated entity, not attributable, directly or indirectly to the Company. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity or capital, but separately from stockholders' equity or partners' capital. On the Consolidated Statements of Operations, all of the revenues and expenses from less-than-wholly-owned consolidated subsidiaries are reported in net income (loss), including both the amounts attributable to the Company and noncontrolling interests. The amounts of consolidated net income (loss) attributable to the Company and to the noncontrolling interests are clearly identified on the accompanying Consolidated Statements of Operations.

Noncontrolling Interests of the Parent Company

The consolidated financial statements of the Parent Company include the following ownership interests held by owners other than the preferred and common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties (“Exchangeable operating partnership units”) and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited partners' interests in consolidated partnerships”). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income (Loss). The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income (loss) and comprehensive income (loss) in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) of the Parent Company.

In accordance with the FASB ASC Topic 480, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated

82

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



the conditions as specified under the FASB ASC Topic 480 as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income (Loss).

Noncontrolling Interests of the Operating Partnership

The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital and Comprehensive Income (Loss). The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income (loss) and comprehensive income (loss) in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income (Loss) of the Operating Partnership.

(b)    Revenues and Accounts Receivable

Leasing Revenue and Receivables

The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms.

During the years ended December 31, 2013, 2012, and 2011, the Company recorded the following provisions for doubtful accounts (in thousands):
 
 
2013
 
2012
 
2011
Gross provision for doubtful accounts
$
1,841

 
3,006

 
3,166

Amount included in discontinued operations
 
53

 
58

 
354


The following table represents the components of accounts receivable, net of allowance for doubtful accounts, as of December 31, 2013 and 2012 in the accompanying Consolidated Balance Sheets (in thousands):

 
 
2013
 
2012
Tenant receivables
$
6,550

 
4,043

CAM and tax reimbursements
 
16,280

 
17,891

Other receivables
 
7,411

 
8,582

Less: allowance for doubtful accounts
 
(3,922
)
 
(3,915
)
Total accounts receivable, net
$
26,319

 
26,601


Substantially all of the lease agreements with anchor tenants contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Substantially all lease agreements contain provisions for reimbursement of the tenants' share of real estate taxes, insurance and common area maintenance (“CAM”) costs. Recovery of real estate taxes, insurance,

83

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



and CAM costs are recognized as the respective costs are incurred in accordance with the lease agreements.

As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of minimum rent. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements, recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.

Real Estate Sales

Profits from sales of real estate are recognized under the full accrual method by the Company when: (i) a sale is consummated; (ii) the buyer's initial and continuing investment is adequate to demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, is not subject to future subordination; (iv) the Company has transferred to the buyer the usual risks and rewards of ownership; and (v) the Company does not have substantial continuing involvement with the property.

The Company sells shopping centers to joint ventures in exchange for cash equal to the fair value of the ownership interest of its partners. The Company accounts for those sales as “partial sales” and recognizes gains on those partial sales in the period the properties were sold to the extent of the percentage interest sold, and in the case of certain real estate partnerships, applies a more restrictive method of recognizing gains, as discussed further below. The gains and operations associated with properties sold to these real estate partnerships are not classified as discontinued operations because the Company continues to partially own and manage these shopping centers.

As of December 31, 2013, five of the Company's joint ventures (“DIK-JV”) give each partner the unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind (“DIK”) of the assets of the real estate partnership equal to their respective capital account, which could include properties the Company previously sold to the real estate partnership.

Because the contingency associated with the possibility of receiving a particular property back upon liquidation is not satisfied at the property level, but at the aggregate level, no deferred gain is recognized on property sold by the DIK-JV to a third party or received by the Company upon actual dissolution. Instead, the property received upon dissolution is recorded at the carrying value of the Company's investment in the DIK-JV on the date of dissolution.

Management Services

The Company is engaged under agreements with its joint venture partners to provide asset management, property management, leasing, investing, and financing services for such joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured. The Company also receives transaction fees, as contractually agreed upon with a joint venture, which include fees such as acquisition fees, disposition fees, “promotes”, or “earnouts”,

84

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



which are recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured.

(c)    Real Estate Investments
 
Capitalization and Depreciation

Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and maintenance expense.

Depreciation is computed using the straight-line method over estimated useful lives of approximately 40 years for buildings and improvements, the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.

Development Costs

Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into properties in development on the accompanying Consolidated Balance Sheets. Properties in development are defined as properties that are in the construction or initial lease-up phase. Once a development property is substantially complete and held available for occupancy, costs are no longer capitalized. The capitalized costs include pre-development costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development. Interest costs are capitalized into each development project based upon applying the Company's weighted average borrowing rate to that portion of the actual development costs expended. The Company discontinues interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell. 

The following table represents the components of properties in development as of December 31, 2013 and 2012 in the accompanying Consolidated Balance Sheets (in thousands): 
 
 
2013
 
2012
Construction in process
$
158,002

 
129,628

Land held for future development
 
24,953

 
58,914

Pre-development costs
 
3,495

 
3,525

Total properties in development
$
186,450

 
192,067


Construction in process represents developments where the Company (i) has not yet incurred at least 90% of the expected costs to complete and is less than 95% leased, or (ii) percent leased is less than 90% and the project features less than one year of anchor tenant operations, or (iii) the anchor tenant has been open for less than two calendar years, or (iv) less than three years have passed since the start of construction. Land held for future development represents projects not in construction, but identified and available for future development when the market demand for a new shopping center exists.

Pre-development costs represent the costs the Company incurs prior to land acquisition including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing a shopping center. As of December 31, 2013 and 2012, the Company had refundable deposits of approximately $680,000 and $2.3 million, respectively, included in pre-development costs. If the Company determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed in other expenses in the accompanying Consolidated Statements of Operations. During the years ended December 31, 2013, 2012, and 2011, the Company expensed pre-development costs of approximately $528,000, $1.5 million, and $241,000, respectively, in other expenses in the accompanying Consolidated Statements of Operations.

85

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013






Acquisitions

The Company and the real estate partnerships account for business combinations using the acquisition method by recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their acquisition date fair values. The Company expenses transaction costs associated with business combinations in the period incurred.

The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. 

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to amortization expense over the remaining initial term of the respective leases.

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of below-market leases is accreted to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable. The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies an operating property or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company generally considers assets to be held for sale when the transaction has been approved by the appropriate level of management and there are no known significant contingencies relating to the sale such that the sale of the property within one year is considered probable. It is not unusual for real estate sales contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period, or may not close at all. The Company must make a determination as to the point in time that it is probable that a sale will be consummated. This generally occurs when a sales contract is executed with no contingencies and the prospective buyer has significant funds at risk to ensure performance.

Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell. The recording of depreciation and amortization expense is suspended during the held-for-sale period. If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held-for-sale, the property is reclassified as held and used and is measured individually at the lower of its (i) carrying amount before the property was

86

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



classified as held-for-sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used or (ii) the fair value at the date of the subsequent decision not to sell. Any required adjustment to the carrying amount of the property reclassified as held and used is included in income from continuing operations in the period of the subsequent decision not to sell and the results of operations previously reported in discontinued operations are reclassified and included in income from continuing operations for all periods presented. The Company evaluated its property portfolio and did not identify any properties that would meet the above mentioned criteria for held-for-sale as of December 31, 2013 and 2012.

Discontinued Operations

When the Company sells a property or classifies a property as held-for-sale and will not have significant continuing involvement in the operation of the property, the operations of the property are eliminated from ongoing operations and classified in discontinued operations. Its operations, including any mortgage interest and gain on sale, are reported in discontinued operations so that the operations are clearly distinguished. Prior periods are also reclassified to reflect the operations of the property as discontinued operations. When the Company sells an operating property to a joint venture or to a third party, and will continue to manage the property, the operations and gain on sale are included in income from continuing operations.

Impairment

We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. If such indicators are not identified, management will not assess the recoverability of a property's carrying value. If a property previously classified as held and used is changed to held-for-sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore is subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

A loss in value of investments in real estate partnerships under the equity method of accounting, other than a temporary decline, must be recognized in the period in which the loss occurs. If management identifies indicators that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by calculating the fair value of the investment by discounting estimated future cash flows over the expected term of the investment.






87

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013





During the years ended December 31, 2013, 2012, and 2011, the Company established the following provisions for impairment (in thousands):
 
 
2013
 
2012
 
2011
Consolidated properties:
 
 
 
 
 
 
Gross provision for impairment
$
6,000

 
74,816

 
15,883

Amount included in discontinued operations
 

 
54,500

 
3,417

Investments in real estate partnerships:
 
 
 
 
 
 
Gross provision for impairment
 

 

 
4,580


Tax Basis

The net tax basis of the Company's real estate assets exceeds the book basis by approximately $156.8 million and $247.6 million at December 31, 2013 and 2012, respectively, primarily due to the property impairments recorded for book purposes and the cost basis of the assets acquired and their carryover basis recorded for tax purposes.

(d)    Cash and Cash Equivalents 

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2013 and 2012, $9.5 million and $6.5 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

(e)    Notes Receivable 

The Company records notes receivable at cost on the accompanying Consolidated Balance Sheets and interest income is accrued as earned and netted against interest expense in the accompanying Consolidated Statements of Operations. If a note receivable is past due, meaning the debtor is past due per contractual obligations, the Company ceases to accrue interest. However, in the event the debtor subsequently becomes current, the Company will resume accruing interest and record the interest income accordingly. The Company evaluates the collectibility of both interest and principal for all notes receivable to determine whether impairment exists using the present value of expected cash flows discounted at the note receivable's effective interest rate or, alternatively, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. In the event the Company determines a note receivable or a portion thereof is considered uncollectible, the Company records a provision for impairment. The Company estimates the collectibility of notes receivable taking into consideration the Company's experience in the retail sector, available internal and external credit information, payment history, market and industry trends, and debtor credit-worthiness.

(f)    Deferred Costs 

Deferred costs include leasing costs and loan costs, net of accumulated amortization. Such costs are amortized over the periods through lease expiration or loan maturity, respectively. If the lease is terminated early, or if the loan is repaid prior to maturity, the remaining leasing costs or loan costs are written off. Deferred leasing costs consist of internal and external commissions associated with leasing the Company's shopping centers. The following table represents the components of deferred costs, net of accumulated amortization, as of December 31, 2013 and 2012 in the accompanying Consolidated Balance Sheets (in thousands):
 
 
2013
 
2012
Deferred leasing costs, net
$
59,027

 
55,485

Deferred loan costs, net (1)
 
10,936

 
14,021

Total deferred costs, net
$
69,963

 
69,506


(1) Consist of initial direct and incremental costs associated with financing activities.

88

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013




(g)    Derivative Financial Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.

All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective portion of the derivative's change in fair value is recognized in the Statements of Operations as a gain or loss on derivative instruments. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized over the underlying term of the hedged transaction.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions.  The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.

In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

The settlement of interest rate swap terminations is presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

(h)    Income Taxes 

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the “Code”). As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Regency Realty Group, Inc. (“RRG”), a wholly-owned subsidiary of the Operating Partnership, is a Taxable REIT Subsidiary (“TRS”) as defined in Section 856(l) of the Code. RRG is subject to federal and state income taxes and files separate tax returns. As a pass through entity, the Operating Partnership's taxable income or loss is reported

89

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



by its partners, of which the Parent Company, as general partner and approximately 99.8% owner, is allocated its pro-rata share of tax attributes.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled.

Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases of the shopping centers, as well as other timing differences.

Tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2010 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.
  
(i)    Earnings per Share and Unit 

Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.

(j)    Stock-Based Compensation 

The Company grants stock-based compensation to its employees and directors. The Company recognizes stock-based compensation based on the grant-date fair value of the award and the cost of the stock-based compensation is expensed over the vesting period.

When the Parent Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the exercise of stock options or other share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership accounts for stock-based compensation in the same manner as the Parent Company.

(k)    Segment Reporting 

The Company's business is investing in retail shopping centers through direct ownership or through joint ventures. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are reinvested into higher quality retail shopping centers, through acquisitions or new developments, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures. 


90

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data for each property on an individual basis; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance. In addition, no single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.

(l)    Fair Value of Assets and Liabilities

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity. 

The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods.

(m)    Recent Accounting Pronouncements

On January 1, 2013, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11") and ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These new standards retain the existing offsetting models under U.S. GAAP but require new disclosure requirements for derivatives, including bifurcated embedded derivatives, repurchase and reverse repurchase agreements, and securities lending transactions that are either offset in the Consolidated Balance Sheets or subject to an enforceable master netting arrangement or similar agreement. Retrospective application is required. Although the Company does have master netting agreements, it does not have multiple derivatives with the same counterparties subject to a single master netting agreement to offset, therefore no additional disclosures are necessary.

On January 1, 2013, the Company adopted FASB ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the requirements for reporting net income or other comprehensive income. The ASU requires enhanced disclosures around the amounts reclassified out of accumulated other comprehensive income by component, which is disclosed in Note 11.




91

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013




2.
Real Estate Investments

Acquisitions
The following table provides a summary of shopping centers and land parcels acquired during the year ended December 31, 2013 (in thousands):
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
 
Contingent Liabilities (1)
1/16/2013
 
Shops on Main
 
Schererville, IN
 
Development
$
85

 

 

 

 

5/16/2013
 
Juanita Tate Marketplace
 
Los Angeles, CA
 
Development
 
1,100

 

 

 

 

5/30/2013
 
Preston Oaks
 
Dallas, TX
 
Operating
 
27,000

 

 
3,396

 
7,597

 

7/22/2013
 
Fontainebleau Square
 
Miami, FL
 
Development
 
17,092

 

 

 

 

10/7/2013
 
Glen Gate
 
Glenview, IL
 
Development
 
14,950

 

 

 

 
636

10/16/2013
 
Fellsway Plaza
 
Medford, MA
 
Operating
 
42,500

 

 
5,139

 
963

 
600

10/24/2013
 
Shoppes on Riverside
 
Jacksonville, FL
 
Development
 
3,500

 

 

 

 

12/27/2013
 
Holly Park
 
Raleigh, NC
 
Operating
 
33,900

 

 
3,146

 
1,526

 
300

Total property acquisitions
$
140,127

 

 
11,681

 
10,086

 
1,536


(1) These balances represent environmental loss contingencies, which were measured at fair value at the acquisition date.

In addition, on March 20, 2013, the Company entered into a liquidation agreement with Macquarie Countrywide (US) No. 2, LLC ("CQR") to redeem its 24.95% interest through dissolution of the Macquarie CountryWide-Regency III, LLC (MCWR III) co-investment partnership through a DIK. The assets of the partnership were distributed as 100% ownership interests to CQR and Regency after a selection process, as provided for by the agreement. Regency selected one asset, Hilltop Village, which was recorded at the carrying value of the Company's equity investment in MCWR III, net of deferred gain, on the date of dissolution of $7.6 million, including a $7.5 million mortgage assumed.

The following table provides a summary of shopping centers and land parcels acquired during the year ended December 31, 2012 (in thousands):

Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
 
Contingent Liabilities (1)
2/3/2012
 
Southpark at Cinco Ranch
 
Katy, TX
 
Development
$
13,009

 

 

 

 

2/6/2012
 
South Bay Village
 
Torrance, CA
 
Development
 
15,600

(2) 

 

 

 

5/31/2012
 
Shops at Erwin Mill
 
Durham, NC
 
(3)
 
5,763

 

 

 

 

6/21/2012
 
Grand Ridge Plaza
 
Issaquah, WA
 
(4)
 
20,000

 
12,810

 
2,346

 
144

 

8/31/2012
 
Balboa Mesa Shopping Center
 
San Diego, CA
 
Operating
 
59,500

 

 
9,711

 
6,977

 
145

12/21/2012
 
Sandy Springs
 
Sandy Springs, GA
 
Operating
 
35,250

 
17,657

 
2,761

 
1,386

 
60

12/27/2012
 
Uptown District
 
San Diego, CA
 
Operating
 
81,115

 

 
5,833

 
1,154

 
4,058

Total property acquisitions
$
230,237

 
30,467

 
20,651

 
9,661

 
4,263


(1) These balances represent environmental loss contingencies, which were measured at fair value at the acquisition date.

(2) South Bay Village was acquired on February 6, 2012 through foreclosure of a $12.6 million notes receivable.


92

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



(3) Shops at Erwin Mill was acquired on May 31, 2012 for a total purchase price of $5.8 million and included both an operating component and a development component. The Company completed a purchase price allocation at the date of acquisition and determined that approximately $358,000 related to the existing operating center, with the remaining balance allocated to properties in development at the time of acquisition.

(4) Grand Ridge Plaza was acquired on June 21, 2012 for a total purchase price of $20.0 million and included both an operating component and a development component. The Company completed a purchase price allocation at the date of acquisition and determined that $11.8 million related to the existing operating center, with the remaining balance allocated to properties in development at the time of acquisition.

3.    Property Dispositions
               
Dispositions

The following table provides a summary of shopping centers and land out-parcels disposed of during the years ended December 31, 2013, 2012, and 2011 ($ in thousands):

 
 
2013
 
2012
 
2011
 
Proceeds from sale of real estate investments
$
212,632

(1) 
352,707

 
86,233

 
Net gain on sale of properties
$
(59,656
)
 
(24,013
)
 
(8,346
)
 
Number of operating properties sold
 
12
 
20
(2) 
8
(3) 
Number of land out-parcels sold
 
10
 
7
 
8
 
Percent interest sold
 
100%
 
100%
(2) 
100%
 

(1) One of the properties sold during 2013 was financed by the Company issuing a note receivable for the entire purchase price, which was subsequently collected during 2013.

(2) On July 25, 2012, the Company sold a 15-property portfolio for total consideration of $321.0 million. As a result of entering into this agreement, the Company recognized a net impairment loss of $18.1 million. As of December 31, 2012, this asset group did not meet the definition of discontinued operations, in accordance with FASB ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, based on its continuing cash flows as further discussed in note 4. The remaining five operating properties sold met the definition of discontinued operations and are included in income from discontinued operations in the Consolidated Statements of Operations.

(3) Includes one operating properties that did not meet the definition of discontinued operations as of December 31, 2011 due to the Company's continuing involvement. The remaining seven operating properties sold met the definition of discontinued operations and are properly included in income from discontinued operations in the Consolidated Statements of Operations.

The following table provides a summary of revenues and expenses from properties included in discontinued operations for the years ended December 31, 2013, 2012, and 2011 (in thousands):

 
 
2013
 
2012
 
2011
Revenues
$
14,924

 
26,413

 
37,679

Operating expenses
 
7,592

 
15,514

 
23,520

Provision for impairment
 

 
54,500

 
3,416

Other expense (income)
 

 

 

Income tax expense (benefit) (1)
 

 
(18
)
 
106

Operating income from discontinued operations
$
7,332

 
(43,583
)
 
10,637


(1) The operating income and gain on sales of properties included in discontinued operations are reported net of income taxes, if the property is sold by Regency Realty Group, Inc. ("RRG"), a wholly owned subsidiary of the Operating Partnership, which is a Taxable REIT subsidiary as defined by in Section 856(1) of the Internal Revenue Code.


93

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



Dispositions - Investments in Unconsolidated Real Estate Partnerships

During the year ended December 31, 2013, the Company sold the portfolio of shopping centers owned by Regency Retail Partners, LP (the "Fund") together with two adjacent operating property phases wholly-owned by the Company, which are included above. The gain from sale of these properties is recognized within equity in income of investments in real estate partnerships in the accompanying consolidated statements of operations. The Fund will be liquidated following final distribution of proceeds.

4.
Investments in Real Estate Partnerships

The Company invests in real estate partnerships, which primarily include five co-investment partners. Investments in real estate partnerships as of December 31, 2013 consist of the following (in thousands): 
 
Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR) (1)
40.00%
$
250,118

 
1,870,660

 
31,705

 
12,789

Macquarie CountryWide-Regency III, LLC (MCWR III) (1)(2)
—%
 

 

 
213

 
53

Columbia Regency Retail Partners, LLC (Columbia I) (1)
20.00%
 
16,735

 
204,759

 
8,605

 
1,727

Columbia Regency Partners II, LLC (Columbia II) (1)
20.00%
 
8,797

 
295,829

 
6,290

 
1,274

Cameron Village, LLC (Cameron)
30.00%
 
16,678

 
103,805

 
2,198

 
662

RegCal, LLC (RegCal) (1)
25.00%
 
15,576

 
159,255

 
1,300

 
332

Regency Retail Partners, LP (the Fund) (3)
20.00%
 
1,793

 
9,325

 
9,234

 
7,749

US Regency Retail I, LLC (USAA) (1)
20.00%
 
1,391

 
118,865

 
2,387

 
487

BRE Throne Holdings, LLC (BRET) (4)
—%
 

 

 
4,499

 
4,499

Other investments in real estate partnerships
50.00%
 
47,761

 
177,101

 
4,619

 
2,146

Total investments in real estate partnerships
 
$
358,849

 
2,939,599

 
71,050

 
31,718


(1) This partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2013, the Company did not sell any properties to this real estate partnership.

(2) As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was complete effective March 20, 2013.

(3) On August 13, 2013, the Fund sold 100% of its interest in its entire portfolio of shopping centers to a third party. The Fund will be dissolved following the final distribution of proceeds.

(4) On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership and received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and an early redemption premium. Regency no longer has any interest in the BRET partnership.


94

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



 
Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands): 
 
Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR) (1)
40.00%
 
$
272,044

 
1,939,659

 
23,357

 
9,311

Macquarie CountryWide-Regency III, LLC (MCWR III) (1)
24.95%
 
29

 
60,496

 
(75
)
 
(22
)
Columbia Regency Retail Partners, LLC (Columbia I) (1)
20.00%
 
17,200

 
210,490

 
42,399

 
8,480

Columbia Regency Partners II, LLC (Columbia II) (1)
20.00%
 
8,660

 
326,649

 
1,467

 
290

Cameron Village, LLC (Cameron)
30.00%
 
16,708

 
102,930

 
2,021

 
596

RegCal, LLC (RegCal) (1)
25.00%
 
15,602

 
164,106

 
2,160

 
540

Regency Retail Partners, LP (the Fund)
20.00%
 
15,248

 
323,406

 
407

 
297

US Regency Retail I, LLC (USAA) (1)
20.00%
 
2,173

 
123,053

 
1,484

 
297

BRE Throne Holdings, LLC (BRET) (2)
47.80%
 
48,757

 

 
2,211

 
2,211

Other investments in real estate partnerships
50.00%
 
46,506

 
184,165

 
3,833

 
1,807

Total investments in real estate partnerships
 
 
$
442,927

 
3,434,954

 
79,264

 
23,807


(1) This partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2012, the Company did not sell any properties to this real estate partnership.

(2) On July 25, 2012, the Company sold a 15-property portfolio and retained a $47.5 million, 10.5% preferred stock investment in the entity that owns the portfolio. Regency does not provide leasing or management services for the Portfolio after closing. As the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment, BRET's portfolio information is not included.

In addition to earning its pro-rata share of net income or loss in each of these real estate partnerships, the Company received recurring, market-based fees for asset management, property management, and leasing, as well as fees for investment and financing services, of $24.2 million, $25.4 million, and $29.0 million for the years ended December 31, 2013, 2012, and 2011, respectively. The Company also received non-recurring transaction fees of $5.0 million for the year ended December 31, 2011.

As of December 31, 2013 and 2012, the summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows (in thousands): 
 
 
2013
 
2012
 
 
 
 
 
Investments in real estate, net
$
2,742,591

 
3,213,984

Acquired lease intangible assets, net
 
52,350

 
74,986

Other assets
 
144,658

 
145,984

Total assets
$
2,939,599

 
3,434,954

 
 
 
 
 
Notes payable
$
1,519,943

 
1,816,648

Acquired lease intangible liabilities, net
 
31,148

 
46,264

Other liabilities
 
66,829

 
70,576

Capital - Regency
 
468,099

 
518,505

Capital - Third parties
 
853,580

 
982,961

Total liabilities and capital
$
2,939,599

 
3,434,954



95

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in real estate partnerships as of December 31, 2013 and 2012 (in thousands):
 
 
2013
 
2012
Capital - Regency
$
468,099

 
518,505

add: Preferred equity investment in BRET
 

 
47,500

add: Investment in Indian Springs at Woodlands, Ltd.
 
4,094

 

less: Impairment
 
(5,880
)
 
(5,880
)
less: Ownership percentage or Restricted Gain Method deferral
 
(29,261
)
 
(38,995
)
less: Net book equity in excess of purchase price
 
(78,203
)
 
(78,203
)
Investments in real estate partnerships
$
358,849

 
442,927


For the years ended December 31, 2013, 2012, and 2011, the revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows (in thousands): 
 
 
2013
 
2012
 
2011
Total revenues
$
378,670

 
387,908

 
399,091

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
125,363

 
128,946

 
134,236

Operating and maintenance
 
55,423

 
55,394

 
62,442

General and administrative
 
7,385

 
7,549

 
7,905

Real estate taxes
 
45,451

 
46,395

 
49,103

Other expenses
 
1,725

 
3,521

 
3,477

Total operating expenses
 
235,347

 
241,805

 
257,163

Other expense (income):
 
 
 
 
 
 
Interest expense, net
 
95,505

 
104,694

 
112,099

Gain on sale of real estate
 
(15,695
)
 
(40,437
)
 
(7,464
)
Provision for impairment
 

 
3,775

 

Early extinguishment of debt
 
(1,780
)
 
967

 
(8,743
)
Preferred return on equity investment
 
(4,499
)
 
(2,211
)
 

Other expense (income)
 
(1,258
)
 
51

 
776

Total other expense (income)
 
72,273

 
66,839

 
96,668

Net income (loss) of the Partnership
$
71,050

 
79,264

 
45,260

The Company's share of net income (loss) of the Partnership
$
31,718

 
23,807

 
9,643


96

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013




Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2013 (in thousands):
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Co-investment Partner
 
Ownership %
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
7/23/2013
 
Shoppes of Burnt Mills
 
Silver Spring, MD
 
Operating
 
Columbia II
 
20.00%
$
13,600

 
7,496

 
8,438

 
332

 
 
 
 
 
 
 
 
 
 
 
$
13,600

 
7,496

 
8,438

 
332


The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2012 (in thousands):
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Co-investment Partner
 
Ownership %
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
1/17/2012
 
Lake Grove Commons
 
Lake Grove, NY
 
Operating
 
GRIR
 
40.00%
$
72,500

 
31,813

 
5,397

 
4,342

6/20/2012
 
Tysons CVS
 
Vienna, VA
 
Operating
 
Other
 
50.00%
 
13,800

 

 

 

11/28/2012
 
Applewood Village Shops
 
Wheat Ridge, CO
 
Operating
 
GRIR
 
40.00%
 
3,700

 

 
363

 
34

12/19/2012
 
Village Plaza
 
Chapel Hill, NC
 
Operating
 
Columbia II
 
20.00%
 
19,200

 

 
2,242

 
686

12/28/2012
 
Phillips Place
 
Charlotte, NC
 
Operating
 
Other
 
50.00%
 
55,400

 
44,500

 

 

 
 
 
 
 
 
 
 
 
 
 
$
164,600

 
76,313

 
8,002

 
5,062


Dispositions

The following table provides a summary of shopping centers and land out-parcels disposed of through our unconsolidated co-investment partnerships during the years ended December 31, 2013, 2012, and 2011 (dollars in thousands):
 
 
2013
 
2012
 
2011
Proceeds from sale of real estate investments
$
145,295

 
119,275

 
43,710

Gain on sale of real estate
$
15,695

 
40,437

 
7,464

The Company's share of gain on sale of real estate
$
3,847

 
8,962

 
2,114

Number of operating properties sold
 
15
 
7
 
5
Number of land out-parcels sold
 
3
 
1
 
1
Percent interest sold
 
100%
 
100%
 
100%


97

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



Notes Payable

The Company’s proportionate share of notes payable of the investments in real estate partnerships was $534.1 million and $597.4 million and at December 31, 2013 and 2012, respectively. The Company does not guarantee these loans. As of December 31, 2013, scheduled principal repayments on notes payable of the investments in real estate partnerships were as follows (in thousands): 
Scheduled Principal Payments by Year:
 
Scheduled
Principal
Payments
 
Mortgage Loan
Maturities
 
Unsecured
Maturities
 
Total
 
Regency’s
Pro-Rata
Share
2014
$
19,921

 
53,015

 
14,060

 
86,996

 
25,460

2015
 
20,382

 
99,750

 

 
120,132

 
43,107

2016
 
17,550

 
305,076

 

 
322,626

 
113,362

2017
 
17,685

 
87,479

 

 
105,164

 
27,053

2018
 
18,888

 
37,000

 

 
55,888

 
15,723

Beyond 5 Years
 
54,158

 
775,994

 

 
830,152

 
310,014

Unamortized debt premiums (discounts), net
 

 
(1,015
)
 

 
(1,015
)
 
(579
)
Total notes payable
$
148,584

 
1,357,299

 
14,060

 
1,519,943

 
534,140


5.
Notes Receivable
The Company had notes receivable outstanding of $12.0 million and $23.8 million at December 31, 2013 and 2012, respectively. The loans have fixed interest rates of 7.0% with maturity dates through January 2019 and are secured by real estate held as collateral. 

6.
Acquired Lease Intangibles

The Company had the following acquired lease intangibles, net of accumulated amortization and accretion, as of December 31, 2013 and 2012 (in thousands):
 
 
2013
 
2012
In-place leases, net
$
33,049

 
31,314

Above-market leases, net
 
10,074

 
9,440

Above-market ground leases, net
 
1,682

 
1,705

Acquired lease intangible assets, net
$
44,805

 
42,459

 
 
 
 
 
Acquired lease intangible liabilities, net
$
26,729

 
20,325


The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles for the years ended December 31, 2013, 2012, and 2011:
 
 
2013
 
2012
 
2011
 
Remaining Weighted Average Amortization/Accretion Period
 
 
(in thousands)
 
(in thousands)
 
(in thousands)
 
(in years)
In-place lease amortization
$
7,441

 
4,307

 
3,436

 
14.4
Above-market lease amortization (1)
 
1,246

 
739

 
319

 
9.0
Above-market ground lease amortization (3)
 
22

 
23

 
17

 
83.5
Acquired lease intangible asset amortization
$
8,709

 
5,069

 
3,772

 
 
 
 
 
 
 
 
 
 
 
Acquired lease intangible liability accretion (2)(3)
$
3,726

 
1,950

 
1,375

 
13.4
(1) Amounts are recorded as a reduction to minimum rent.
(2) Amounts are recorded as an increase to minimum rent.
(3) Above and below market ground lease amortization and accretion are recorded as an offset to other operating expenses.

98

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows (in thousands):
 Year Ending December 31,
 
Amortization Expense
 
Net Accretion
2014
$
7,265

 
3,521

2015
 
5,780

 
2,557

2016
 
4,902

 
2,219

2017
 
3,852

 
1,995

2018
 
3,224

 
1,619

7.    Income Taxes
    
The following table summarizes the tax status of dividends paid on our common shares during the years ended December 31, 2013, 2012, and 2011:
 
 
2013
 
2012
 
2011
Dividend per share
$
1.85

 
1.85

 
1.85

Ordinary income
 
70%
 
71%
 
33%
Capital gain
 
6%
 
1%
 
1%
Return of capital
 
—%
 
28%
 
66%
Qualified dividend income
 
24%
 
—%
 
—%

RRG is subject to federal and state income taxes and files separate tax returns. Income tax expense consists of the following for the years ended December 31, 2013, 2012, and 2011 (in thousands):
 
 
2013
 
2012
 
2011
Income tax expense (benefit):
 
 
 
 
 
 
Current
$

 
97

 
283

Deferred
 

 
13,727

 
2,422

Total income tax expense (benefit)
$

 
13,824

 
2,705


Income tax expense (benefit) is included in either income tax expense (benefit) of taxable REIT subsidiaries, if the related income is from continuing operations, or is included in operating income from discontinued operations, if from discontinued operations, on the Consolidated Statements of Operations for the years ended December 31, 2013, 2012, and 2011 as follows (in thousands):
 
 
2013
 
2012
 
2011
Income tax expense (benefit) from:
 
 
 
 
 
 
Continuing operations
$

 
13,224

 
2,994

Discontinued operations
 

 
600

 
(289
)
Total income tax expense (benefit)
$

 
13,824

 
2,705


99

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income from continuing operations of RRG for the years ended December 31, 2013, 2012, and 2011 as follows (in thousands):

 
 
2013
 
2012
 
2011
Computed expected tax expense (benefit)
$
1,677

 
(2,099
)
 
1,089

Increase (decrease) in income tax resulting from state taxes
 
98

 
(122
)
 
126

Valuation allowance
 
(1,511
)
 
15,635

 
1,438

All other items
 
(264
)
 
410

 
52

Total income tax expense
 

 
13,824

 
2,705

Amounts attributable to discontinued operations
 

 
600

 
(289
)
Amounts attributable to continuing operations
$

 
13,224

 
2,994


The following table represents the Company's net deferred tax assets recorded in other assets in the accompanying Consolidated Balance Sheets as of December 31, 2013 and 2012 (in thousands):

 
 
2013
 
2012
Deferred tax assets
 
 
 
 
Investments in real estate partnerships
$
8,314

 
8,116

Provision for impairment
 
3,273

 
5,667

Deferred interest expense
 
4,295

 
4,507

Capitalized costs under Section 263A
 
2,184

 
2,637

Net operating loss carryforward
 
2,019

 
1,033

Employee benefits
 
488

 
838

Other
 
887

 
435

Deferred tax assets
 
21,460

 
23,233

Valuation allowance
 
(20,603
)
 
(22,114
)
Deferred tax assets, net
 
857

 
1,119

Deferred tax liabilities
 
 
 
 
Straight line rent
 
537

 
519

Depreciation
 
320

 
600

Deferred tax liabilities
 
857

 
1,119

Net deferred tax assets
$

 


During the years ended December 31, 2013 and 2012, the net change in the total valuation allowance was $1.5 million and $15.6 million, respectfully. The Company has federal and state net operating loss carryforwards totaling $5.6 million, which expire between 2025 and 2033.

The evaluation of the recoverability of the deferred tax assets and the need for a valuation allowance requires the Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company's framework for assessing the recoverability of deferred tax assets includes weighing recent taxable income (loss), projected future taxable income (loss) of the character necessary to realize the deferred tax assets, the carryforward periods for the net operating loss, including the effect of reversing taxable temporary differences, and prudent feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of deferred tax assets. As of December 31, 2013, the cumulative history of taxable losses and projected future taxable income within the TRS caused the Company to determine that it is still more likely than not that the net deferred tax assets will not be realized. As a result, the deferred tax asset continues to be fully reserved.

The Company accounts for uncertainties in income tax law in accordance with FASB ASC Topic 740, under which tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with

100

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. Federal and state tax returns are open from 2010 and forward for the Company. The 2011 tax year is currently under audit by the IRS for both the Company's taxable REIT subsidiary and the Operating Partnership.

8.    Notes Payable and Unsecured Credit Facilities

The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 21.0% of the secured debt of the Operating Partnership. The Company’s debt outstanding as of December 31, 2013 and 2012 consists of the following (in thousands):

 
 
2013
 
2012
Notes payable:
 
 
 
 
Fixed rate mortgage loans
$
444,245

 
461,914

Variable rate mortgage loans (1)
 
37,100

 
12,041

Fixed rate unsecured loans
 
1,298,352

 
1,297,936

Total notes payable
 
1,779,697

 
1,771,891

Unsecured credit facilities:
 
 
 
 
Line
 

 
70,000

Term Loan
 
75,000

 
100,000

Total unsecured credit facilities
 
75,000

 
170,000

Total debt outstanding
$
1,854,697

 
1,941,891

(1) Interest rate swaps are in place to fix the interest rates on these variable rate mortgage loans. See note 9.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public debt. Mortgage loans may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest or interest only, whereas, interest on unsecured public debt is payable semi-annually.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2013, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

As of December 31, 2013, the key terms of the Company's fixed rate notes payable are as follows:
 
 
 
 
Fixed Interest Rates
 
 
Maturing Through
 
Minimum
 
Maximum
 
Weighted Average
Secured mortgage loans
 
2028
 
3.30%
 
8.40%
 
6.12%
Unsecured public debt
 
2021
 
4.80%
 
6.00%
 
5.41%

As of December 31, 2013, the Company had two variable rate mortgage loans, each of which have an interest rate swap effectively fixing their interest rates through the maturity of the loan (as discussed in note 9), with key terms as follows ($ in thousands):
 
Balance
 
Maturity
 
Variable Interest Rate
$
9,000

 
9/1/2014
 
LIBOR plus 160 basis points
 
28,100

 
10/16/2020
 
LIBOR plus 150 basis points

101

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013







Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the "Line") and an unsecured term loan commitment (the "Term Loan") under separate credit agreements, both with Wells Fargo Bank and a syndicate of other banks.

The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements, such as Minimum Tangible Net Worth, Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2013, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loan.

As of December 31, 2013, the key terms of the Line and Term Loan are as follows (dollars in thousands):
 
 
Total Capacity
 
 
Remaining Capacity
 
Maturity
 
Variable Interest Rate
 
Facility Fee
 
Line
$
800,000

(1) 
$
780,686

(2) 
9/4/2016
(3) 
LIBOR plus 117.5 basis points
 
22.5 basis points
(4) 
Term Loan
 
75,000

(5) 
 
 
12/15/2016
 
LIBOR plus 145 basis points
(6) 
 
(1) The Company has the ability to increase the Line through an accordion feature to $1.0 billion.
(2) Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit.
(3) Maturity is subject to a one-year extension at the Company's option.
(4) The facility fee is subject to an adjustment based on the higher of the Company's corporate credit ratings from Moody's and S&P.
(5) The Company has the ability to increase the Term Loan up to an additional $150.0 million, subject to the provisions of the Term Loan Agreement.
(6) Interest rate is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB.


As of December 31, 2013, scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows (in thousands): 
Scheduled Principal Payments and Maturities by Year:
 
Scheduled
Principal
Payments
 
Mortgage Loan
Maturities
 
Unsecured
Maturities (1)
 
Total
2014
$
7,094

 
15,538

 
150,000

 
172,632

2015
 
5,747

 
62,435

 
350,000

 
418,182

2016
 
5,487

 
21,661

 
75,000

 
102,148

2017
 
4,881

 
84,812

 
400,000

 
489,693

2018
 
4,156

 
57,358

 

 
61,514

Beyond 5 Years
 
17,005

 
190,298

 
400,000

 
607,303

Unamortized debt premiums (discounts), net
 

 
4,873

 
(1,648
)
 
3,225

Total notes payable
$
44,370

 
436,975

 
1,373,352

 
1,854,697

(1) Includes unsecured public debt and unsecured credit facilities.


102

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013




9.    Derivative Financial Instruments

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets, at December 31, 2013 and 2012 (dollars in thousands): 

 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value
 
Effective Date
 
Maturity Date
 
Early Termination Date (1)
 
Notional Amount
 
Bank Pays Variable Rate of
 
Regency Pays Fixed Rate of
 
2013
 
2012
Assets:
 
4/15/2014
 
4/15/2024
 
10/15/2014
$
75,000

 
3 Month LIBOR
 
2.087%
$
7,476

 
1,022

 
4/15/2014
 
4/15/2024
 
10/15/2014
 
50,000

 
3 Month LIBOR
 
2.088%
 
4,978

 
672

 
4/15/2014
 
4/15/2024
 
10/15/2014
 
60,000

 
3 Month LIBOR
 
2.864
%
 
1,821

 

 
4/15/2014
 
4/15/2024
 
10/15/2014
 
35,000

 
3 Month LIBOR
 
2.873
%
 
1,036

 

 
8/1/2015
 
8/1/2025
 
2/1/2016
 
75,000

 
3 Month LIBOR
 
2.479%
 
8,516

 
1,131

 
8/1/2015
 
8/1/2025
 
2/1/2016
 
50,000

 
3 Month LIBOR
 
2.479%
 
5,670

 
729

 
8/1/2015
 
8/1/2025
 
2/1/2016
 
50,000

 
3 Month LIBOR
 
2.479%
 
5,658

 
753

 
10/16/2013
 
10/16/2020
 
N/A
 
28,100

 
1 Month LIBOR
 
2.196
%
 
82

 

Other assets
 
 
 
 
 

 
$
35,237

 
4,307

Liabilities:
 
10/1/2011
 
9/1/2014
 
N/A
$
9,000

 
1 Month LIBOR
 
0.760%
$
(34
)
 
(76
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and other liabilities

 
$
(34
)
 
(76
)
(1) Represents the date specified in the agreement for either optional or mandatory early termination which will result in cash settlement.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges. The Company has master netting agreements, however the Company does not have multiple derivatives subject to a single master netting agreement with the same counterparties. Therefore none are offset in the accompanying Consolidated Balance Sheet.

The Company has $150.0 million of unsecured long-term debt that matures in 2014 and $350.0 million of unsecured long-term debt that matures in 2015. In order to mitigate the risk of interest rates rising before new unsecured borrowings are obtained, the Company entered into seven forward-starting interest rate swaps for the same ten year periods expected for the future borrowings. These swaps total $395.0 million of notional value, as shown above. The Company will settle these swaps upon the early termination date, which is expected to coincide with the date new unsecured borrowings are obtained, and will begin amortizing the gain or loss realized from the swap settlement over the ten year period expected for the new borrowings; resulting in a modified effective interest rate on those borrowings.

The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings within interest expense.


103

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2013, 2012, and 2011 (in thousands):
 
Derivatives in FASB
ASC Topic 815 Cash
Flow Hedging
Relationships:
Amount of Gain (Loss)
Recognized in Other Comprehensive Loss on
Derivative (Effective
Portion)
 
Location of Gain
(Loss) Reclassified
from Accumulated
Other Comprehensive Loss into Income
(Effective Portion)
 
Amount of Gain (Loss)
Reclassified from
Accumulated Other Comprehensive Loss into
Income (Effective
Portion)
 
Location of Gain or
(Loss) Recognized in
Income on  Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
2013
 
2012
 
2011
 
 
 
2013
 
2012
 
2011
 
 
 
2013
 
2012
 
2011
Interest rate swaps
$
30,952

 
4,245

 
18

 
Interest expense
 
$
(9,433
)
 
(9,491
)
 
(9,467
)
 
Other expenses
 
$

 

 
(54
)

As of December 31, 2013, the Company expects $12.9 million of deferred losses (gains) on derivative instruments accumulated in other comprehensive income to be reclassified into earnings during the next 12 months, of which $9.0 million is related to previously settled swaps.

10.    Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except for the following as of December 31, 2013 and 2012 (in thousands):     
 
 
2013
 
2012
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Financial assets:
 
 
 
 
 
 
 
 
Notes receivable
$
11,960

 
11,600

$
23,751

 
23,700

Financial liabilities:
 
 
 
 
 
 
 
 
Notes payable
$
1,779,697

 
1,936,400

$
1,771,891

 
2,000,000

Unsecured credit facilities
$
75,000

 
75,400

$
170,000

 
170,200


The table above reflects carrying amounts in the accompanying Consolidated Balance Sheets under the indicated captions. The above fair values represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2013 and 2012. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. The Company's valuation policies and procedures are determined by its Finance Group, which reports to the Chief Financial Officer, and the results of material fair value measurements are discussed with the Audit Committee of the Board of Directors on a quarterly basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

The following methods and assumptions were used to estimate the fair value of these financial instruments:

Notes Receivable

The fair value of the Company's notes receivable is estimated by calculating the present value of future contractual cash flows discounted at interest rates available for notes of the same terms and maturities, adjusted

104

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



for counter-party specific credit risk. The fair value of notes receivable was determined primarily using Level 3 inputs of the fair value hierarchy, which considered counter-party credit risk and loan to value ratio on the underlying property securing the note receivable.

Notes Payable

The fair value of the Company's notes payable is estimated by discounting future cash flows of each instrument at interest rates that reflect the current market rates available to the Company for debt of the same terms and maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time the property is acquired. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy.

Unsecured Credit Facilities

The fair value of the Company's unsecured credit facilities is estimated based on the interest rates currently offered to the Company by financial institutions. The fair value of the credit facilities was determined using Level 2 inputs of the fair value hierarchy.

As of December 31, 2013 and 2012, the following interest rates were used by the Company to estimate the fair value of its financial instruments:

 
 
2013
 
2012
 
 
Low
 
High
 
Low
 
High
Notes receivable
 
7.8%
 
7.8%
 
7.0%
 
8.1%
Notes payable
 
3.0%
 
3.5%
 
2.4%
 
3.3%
Unsecured credit facilities
 
1.4%
 
1.4%
 
1.6%
 
1.6%

(b) Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis:

Trading Securities Held in Trust


The Company has investments in marketable securities that are classified as trading securities held in trust on the accompanying Consolidated Balance Sheets. The fair value of the trading securities held in trust was determined using quoted prices in active markets, considered Level 1 inputs of the fair value hierarchy. Changes in the value of trading securities are recorded within net investment (income) loss from deferred compensation plan in the accompanying Consolidated Statements of Operations.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments on the overall valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.


105

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands):
 
 
Fair Value Measurements as of December 31, 2013
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Trading securities held in trust
$
26,681

 
26,681

 

 

Interest rate derivatives
 
35,237

 

 
35,237

 

Total
$
61,918

 
26,681

 
35,237

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(34
)
 

 
(34
)
 

 
 
Fair Value Measurements as of December 31, 2012
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Trading securities held in trust
$
23,429

 
23,429

 

 

Interest rate derivatives
 
4,307

 

 
4,307

 

Total
$
27,736

 
23,429

 
4,307

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(76
)
 

 
(76
)
 


The following table presents fair value measurements that were measured at fair value on a nonrecurring basis as of December 31, 2013 and 2012 (in thousands):

 
 
Fair Value Measurements as of December 31, 2013
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total Losses
Assets:
 
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Long-lived asset held and used
 
 
 
 
 
 
 
 
 
 
Operating property
$
4,686

 

 

 
4,686

 
(6,000
)


Long-lived assets held and used are comprised primarily of real estate. During the year ended December 31, 2013, the Company recognized a $6.0 million impairment on a single operating property as a result of an unoccupied anchor declaring bankruptcy, and the inability of the Company, thus far, to re-lease the anchor space.

106

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



 
 
Fair Value Measurements as of December 31, 2012
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total Losses(1)
Assets:
 
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Long-lived asset held and used
 
 
 
 
 
 
 
 
 
 
Operating property
$
49,673

 

 

 
49,673

 
(54,500
)
(1) Excludes impairments for properties sold during the year ended December 31, 2012.

The Company recognized a $54.5 million impairment loss related to two operating properties during the year ended December 31, 2012. The majority of this impairment, $50.0 million, related to one operating property, which the Company determined was more likely than not to be sold before the end of its previously estimated hold period, which led to the impairment during the fourth quarter of 2012. The Company subsequently sold this property in May of 2013. The other operating property exhibited weak operating fundamentals, including low economic occupancy for an extended period of time, which led to a $4.5 million impairment during the second quarter of 2012. The Company subsequently sold this property in June of 2013.
Fair value for the long-lived assets held and used measured using Level 3 inputs was determined through the use of an income approach. The income approach estimates an income stream for a property (typically 10 years) and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized in this approach are derived from property specific information, market transactions, and other financial and industry data. The cap rate and discount rate are key inputs to this valuation. The following are ranges of key inputs used in determining the fair value of real estate measured using Level 3 inputs as of December 31, 2013 and 2012:

 
 
2013
 
2012
 
 
 
Low
 
High
Overall cap rates
 
8.0%
 
8.3%
 
8.5%
Rental growth rates
 
0.0%
 
(8.3)%
 
2.5%
Discount rates
 
9.0%
 
10.5%
 
10.5%
Terminal cap rates
 
8.5%
 
8.8%
 
8.8%

Changes in these inputs could result in a change in the valuation of the real estate and a change in the impairment loss recognized during the period.

11.    Equity and Capital
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding as of December 31, 2013 and 2012 are summarized as follows: 
 
 
Preferred Stock Outstanding as of December 31, 2013 and 2012
 
 
Date of Issuance
 
Shares Issued and Outstanding
 
Liquidation Preference
 
Distribution Rate
 
Callable By Company
Series 6
 
2/16/2012
 
10,000,000

 
$
250,000,000

 
6.625%
 
2/16/2017
Series 7
 
8/23/2012
 
3,000,000

 
75,000,000

 
6.000%
 
8/23/2017
 
 
 
 
13,000,000

 
$
325,000,000

 
 
 
 
The Series 6 and 7 preferred shares are perpetual, absent a change in control of the Parent Company, are not convertible into common stock of the Parent Company, and are redeemable at par upon the Company’s election beginning 5 years after the issuance date. None of the terms of the preferred stock contain any unconditional obligations that would require the Company to redeem the securities at any time or for any purpose.

107

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013




Common Stock of the Parent Company

In August 2012, the Parent Company entered into at the market ("ATM") equity distribution agreements through which it is permitted to offer and sell its common stock from time to time. Net proceeds would fund potential acquisition opportunities, development and redevelopment activities, repay amounts outstanding under the credit facilities and for general corporate purposes. Approximately $121.8 million of common stock was offered and sold through this ATM equity program.

In August 2013, the Parent Company filed a prospectus supplement with respect to a new ATM equity offering program, which ended the prior program established in August 2012. The August 2013 program has similar terms and conditions as the August 2012 program, and authorizes the Parent Company to sell up to $200 million of common stock. As of December 31, 2013, $198.4 million in common stock remained available for issuance under this ATM equity program.

During the year ended December 31, 2013, the following shares were issued under the ATM equity program (in thousands, except share data):

 
 
2013
 
2012
Shares issued
 
1,899

 
443

Weighted average price per share
$
53.35

 
49.70

Gross proceeds
$
101,342

 
22,007

Commissions
$
1,521

 
331

Issuance costs
$
68

 
134


Preferred Units of the Operating Partnership

Preferred units for the Parent Company are outstanding in relation to the Parent Company's preferred stock, as discussed above.
 
Common Units of the Operating Partnership

Common units were issued to the Parent Company in relation to the Parent Company's issuance of common stock, as discussed above.

General Partner

As of December 31, 2013 and 2012, the Parent Company, as general partner, owned the following Partnership Units outstanding (in thousands):

 
 
2013
 
2012
Partnership units owned by the general partner
 
92,333

 
90,394

Total partnership units outstanding
 
92,499

 
90,572

Percentage of partnership units owned by the general partner
 
99.8%
 
99.8%

Limited Partners

The Operating Partnership had 165,796 and 177,164 limited Partnership Units outstanding as of December 31, 2013 and 2012, respectively.

Noncontrolling Interests of Limited Partners' Interests in Consolidated Partnerships

Limited partners’ interests in consolidated partnerships not owned by the Company are classified as noncontrolling interests on the accompanying Consolidated Balance Sheets of the Parent Company. Subject to certain conditions and pursuant to the conditions of the agreement, the Company has the right, but not the

108

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. As of December 31, 2013 and 2012, the noncontrolling interest in these consolidated partnerships was $19.2 million and $16.3 million, respectively.

Accumulated Other Comprehensive Loss

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the year ended December 31, 2013 (in thousands):

 
 
Loss on Settlement of Derivative Instruments
 
Fair Value of Derivative Instruments
 
Accumulated Other Comprehensive Income (Loss)
Beginning balance as of December 31, 2012
$
(61,991
)
 
4,276

 
(57,715
)
Net gain on cash flow derivative instruments
 

 
30,878

 
30,878

Amounts reclassified from accumulated other comprehensive income
 
9,449

 
(16
)
 
9,433

Current period other comprehensive income, net
 
9,449

 
30,862

 
40,311

Ending balance as of December 31, 2013
$
(52,542
)
 
35,138

 
(17,404
)

The following represents amounts reclassified out of accumulated other comprehensive loss into income during the years ended December 31, 2013, 2012, and 2011 (in thousands):

Accumulated Other Comprehensive Loss Component
 
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
 
Location of Gain
(Loss) Reclassified
from Accumulated
Other Comprehensive Loss into Income
 
 
2013
 
2012
 
2011
 
 
Interest rate swaps
$
(9,433
)
 
(9,491
)
 
(9,467
)
 
Interest expense

12.    Stock-Based Compensation

The Company recorded stock-based compensation in general and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below for the years ended December 31, 2013, 2012, and 2011 (in thousands): 
 
 
2013
 
2012
 
2011
Restricted stock (1)
$
14,141

 
11,526

 
10,659

Directors' fees paid in common stock (1)
 
238

 
259

 
269

Capitalized stock-based compensation (2)
 
(2,188
)
 
(1,979
)
 
(1,104
)
Stock-based compensation, net of capitalization
$
12,191

 
9,806

 
9,824


(1) Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2) Includes compensation expense specifically identifiable to development and leasing activities.

The Company established its stock-based compensation plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 4.1 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2013, there were 2.8 million shares available for grant under the Plan either through stock options or restricted stock.

Stock Option Awards

Stock options are granted under the Plan with an exercise price equal to the Parent Company's stock's price at the date of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of

109

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



grant and some have dividend equivalent rights. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton closed-form (“Black-Scholes”) option valuation model. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of FASB ASC Topic 718 and reflects all substantive characteristics of the instruments being valued.

The following table summarizes stock option activity during the year ended December 31, 2013: 
 
 
Number of Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2012
 
315,924

$
52.39

 
2.1
$
(1,664
)
Less: Exercised (1)
 
20,000

 
51.36

 
 
 
 
Less: Forfeited
 

 

 
 
 
 
Less: Expired
 

 

 
 
 
 
Outstanding of of December 31, 2013
 
295,924

$
52.46

 
1.1
$
(1,822
)
Vested and expected to vest as of December 31, 2013
 
295,924

$
52.46

 
1.1
$
(1,822
)
Exercisable as of December 31, 2013
 
295,924

$
52.46

 
1.1
$
(1,822
)

(1) The Company issues new shares to fulfill option exercises from its authorized shares available. The total intrinsic value of options exercised during the years ended December 31, 2013, 2012, and 2011 was approximately $141,000, $92,000, and $130,000, respectively.

There were no stock options granted during the years ended December 31, 2013, 2012, or 2011.

Restricted Stock Awards

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period.  Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized over the vesting period.

The following table summarizes non-vested restricted stock activity during the year ended December 31, 2013: 

 
 
Number of Shares
 
Intrinsic Value (in thousands)
 
Weighted Average Grant Price
Non-vested as of December 31, 2012
 
674,491

 
 
 
 
Add: Time-based awards granted (1) (4)
 
140,850

 
 
$
50.69
Add: Performance-based awards granted (2) (4)
 
12,090

 
 
$
49.63
Add: Market-based awards granted (3) (4)
 
95,104

 
 
$
56.32
Less: Vested and Distributed (5)
 
226,293

 
 
$
50.75
Less: Forfeited
 
10,545

 
 
$
42.31
Non-vested as of December 31, 2013 (6)
 
685,697

$
31,748
 
 


110

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



(1) Time-based awards vest 25% per year beginning on the first anniversary following the grant date. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.

(2) Performance-based awards are earned subject to future performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares will vest over a required service period. If such performance criteria are not met, compensation cost previously recognized would generally be reversed. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.

(3) Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of peer indices over a three-year period (“TSR Grant”). Once the market criteria are met and the actual number of shares earned is determined, 100% of the earned shares vest. The probability of meeting the market criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the market criteria are achieved and the awards are ultimately earned and vest. The significant assumptions underlying determination of fair values for market-based awards granted during the years ended December 31, 2013, 2012, and 2011 were as follows:

 
 
2013
 
2012
 
2011
Volatility
 
27.80%
 
48.80%
 
66.50%
Risk free interest rate
 
0.42%
 
0.32%
 
0.98%


(4) The weighted-average grant price for restricted stock granted during the years ended December 31, 2013, 2012, and 2011 was $52.80, $39.44, and $41.81, respectively.

(5) The total intrinsic value of restricted stock vested during the years ended December 31, 2013, 2012, and 2011 was $11.5 million, $6.6 million, and $7.5 million, respectively.

(6) As of December 31, 2013, there was $25.6 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Long-Term Omnibus Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years, through 2016. The Company issues new restricted stock from its authorized shares available at the date of grant.

13.    Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount determined by the IRS of their eligible compensation. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2013. Additionally, an annual profit sharing contribution is made, which vests over a three year period. Costs related to the matching portion of the plan were $1.5 million, $1.4 million and $1.2 million for the years ended December 31, 2013, 2012, and 2011, respectively. Costs related to the profit sharing contribution were $1.2 million, $1.1 million, and $1.1 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Non-Qualified Deferred Compensation Plan

The Company maintains a non-qualified deferred compensation plan (“NQDCP”), which allows select employees and directors to defer part or all of their salary, cash bonus, and restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.


111

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



The assets of the Rabbi trust, exclusive of the shares of the Company's common stock, are classified as trading securities on the accompanying Consolidated Balance Sheets, and accordingly, realized and unrealized gains and losses are recognized within income from deferred compensation plan in the accompanying Consolidated Statements of Operations. The participants' deferred compensation liability, exclusive of the shares of the Company's common stock, is included within accounts payable and other liabilities in the accompanying Consolidated Balance Sheets and was $26.1 million and $22.8 million as of December 31, 2013 and 2012, respectively. Increases or decreases in the deferred compensation liability, exclusive of amounts attributable to participant investments in the shares of the Company's common stock, are recorded as general and administrative expense within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.

112

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013





14.    Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share for the years ended December 31, 2013, 2012, and 2011, respectively (in thousands except per share data): 
 
 
2013
 
2012
 
2011
Numerator:
 
 
 
 
 
 
Continuing Operations
 
 
 
 
 
 
Income from continuing operations
$
84,297

 
45,779

 
36,805

Gain on sale of real estate
 
1,703

 
2,158

 
2,404

Less: income attributable to noncontrolling interests
 
1,360

 
385

 
4,385

Income from continuing operations attributable to the Company
 
84,640

 
47,552

 
34,824

Less: preferred stock dividends
 
21,062

 
32,531

 
19,675

Less: dividends paid on unvested restricted stock
 
448

 
572

 
615

Income from continuing operations attributable to common stockholders - basic
 
63,130

 
14,449

 
14,534

Add: dividends paid on Treasury Method restricted stock
 
45

 
71

 
18

Income from continuing operations attributable to common stockholders - diluted
 
63,175

 
14,520

 
14,552

Discontinued Operations
 
 
 
 
 
 
Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

Less: income from discontinued operations attributable to noncontrolling interests
 
121

 
(43
)
 
33

Income from discontinued operations attributable to the Company
 
65,164

 
(21,685
)
 
16,546

Net Income
 
 
 
 
 
 
Net income attributable to common stockholders - basic
 
128,294

 
(7,236
)
 
31,080

Net income attributable to common stockholders - diluted
$
128,339

 
(7,165
)
 
31,098

Denominator:
 
 
 
 
 
 
Weighted average common shares outstanding for basic EPS
 
91,383

 
89,630

 
87,825

Incremental shares to be issued under common stock options
 
2

 

 

Incremental shares to be issued under unvested restricted stock
 
24

 
39

 
10

Incremental shares under Forward Equity Offering
 

 

 
424

Weighted average common shares outstanding for diluted EPS
 
91,409

 
89,669

 
88,259

Income per common share – basic
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common stockholders
$
1.40

 
(0.08
)
 
0.35

Income per common share – diluted
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common stockholders
$
1.40

 
(0.08
)
 
0.35


Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no impact. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2013, 2012, and 2011 were 171,886, 177,164, and 177,164, respectively.

113

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit for the periods ended December 31, 2013, 2012, and 2011 respectively (in thousands except per unit data): 
 
 
2013
 
2012
 
2011
Numerator:
 
 
 
 
 
 
Continuing Operations
 
 
 
 
 
 
Income from continuing operations
$
84,297

 
45,779

 
36,805

Gain on sale of real estate
 
1,703

 
2,158

 
2,404

Less: income attributable to noncontrolling interests
 
1,084

 
908

 
557

Income from continuing operations attributable to the Partnership
 
84,916

 
47,029

 
38,652

Less: preferred unit distributions
 
21,062

 
31,902

 
23,400

Less: dividends paid on unvested restricted units
 
448

 
572

 
615

Income from continuing operations attributable to common unit holders - basic
 
63,406

 
14,555

 
14,637

Add: dividends paid on Treasury Method restricted units
 
45

 
71

 
18

Income from continuing operations attributable to common unit holders - diluted
 
63,451

 
14,626

 
14,655

Discontinued Operations
 
 
 
 
 
 
Income (loss) from discontinued operations
 
65,285

 
(21,728
)
 
16,579

Less: income from discontinued operations attributable to noncontrolling interests
 
121

 
(43
)
 
33

Income from discontinued operations attributable to the Partnership
 
65,164

 
(21,685
)
 
16,546

Net Income
 
 
 
 
 
 
Net income attributable to common unit holders - basic
 
128,570

 
(7,130
)
 
31,183

Net income attributable to common unit holders - diluted
$
128,615

 
(7,059
)
 
31,201

Denominator:
 
 
 
 
 
 
Weighted average common units outstanding for basic EPU
 
91,555

 
89,808

 
88,002

Incremental units to be issued under common stock options
 
2

 

 

Incremental units to be issued under unvested restricted stock
 
24

 
39

 
10

Incremental units to be issued under Forward Equity Offering
 

 

 
424

Weighted average common units outstanding for diluted EPU
 
91,581

 
89,847

 
88,436

Income (loss) per common unit – basic
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common unit holders
$
1.40

 
(0.08
)
 
0.35

Income (loss) per common unit – diluted
 
 
 
 
 
 
Continuing operations
$
0.69

 
0.16

 
0.16

Discontinued operations
 
0.71

 
(0.24
)
 
0.19

Net income (loss) attributable to common unit holders
$
1.40

 
(0.08
)
 
0.35



114

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



15.    Operating Leases
    
The Company's properties are leased to tenants under operating leases with expiration dates extending to the year 2099. Future minimum rents under non-cancelable operating leases as of December 31, 2013, excluding both tenant reimbursements of operating expenses and additional percentage rent based on tenants' sales volume, are as follows (in thousands):
 Year Ending December 31,
 
Future Minimum Rents
2014
$
344,464

2015
 
324,227

2016
 
288,315

2017
 
244,639

2018
 
198,298

Thereafter
 
1,013,349

Total
$
2,413,292


The shopping centers' tenant base primarily includes national and regional supermarkets, drug stores, discount department stores, and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that individually represented more than 5% of the Company's annualized future minimum rents.

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. Ground leases expire through the year 2058, and in most cases, provide for renewal options. In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2023, and in most cases, provide for renewal options. Leasehold improvements are capitalized, recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term.

Operating lease expense, including capitalized ground lease payments on properties in development, was $8.5 million, $9.1 million, and $9.2 million for the years ended December 31, 2013, 2012, and 2011, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2013 (in thousands):

 Year Ending December 31,
 
Future Obligations
2014
$
7,797

2015
 
7,456

2016
 
6,906

2017
 
5,164

2018
 
4,064

Thereafter
 
115,073

Total
$
146,460


16.    Commitments and Contingencies

The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations; however, it can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to it; that the current environmental condition of the shopping centers will not be affected by

115

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2013



tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $80.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral to facilitate the construction of development projects. As of December 31, 2013 and 2012, the Company had $19.3 million and $20.8 million letters of credit outstanding, respectively. 

17.    Summary of Quarterly Financial Data (Unaudited)

The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2013 and 2012 and has been derived from the accompanying consolidated financial statements as reclassified for discontinued operations (in thousands except per share and per unit data):

 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Data:
 
 
 
 
 
 
 
 
Revenues as originally reported
$
126,088

 
125,842

 
122,110

 
126,005

Reclassified to discontinued operations
 
(5,710
)
 
(3,535
)
 
(1,793
)
 

Adjusted Revenues
$
120,378

 
122,307

 
120,317

 
126,005

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
15,554

 
31,864

 
34,998

 
46,326

Net income attributable to exchangeable operating partnership units
 
39

 
70

 
73

 
94

Net income (loss) attributable to common unit holders
$
15,593

 
31,934

 
35,071

 
46,420

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stock and unit holders per share and unit:
 
 
 
 
 
 
Basic
$
0.17

 
0.35

 
0.38

 
0.50

Diluted
$
0.17

 
0.35

 
0.38

 
0.50

 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Data:
 
 
 
 
 
 
 
 
Revenues as originally reported
$
127,389

 
129,767

 
120,013

 
122,002

Reclassified to discontinued operations
 
(6,863
)
 
(6,354
)
 
(6,253
)
 
(5,772
)
Adjusted Revenues
$
120,526

 
123,413

 
113,760

 
116,230

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
13,181

 
5,697

 
11,637

 
(37,179
)
Net income attributable to exchangeable operating partnership units
 
54

 
23

 
39

 
(10
)
Net income (loss) attributable to common unit holders
$
13,235

 
5,720

 
11,676

 
(37,189
)
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stock and unit holders per share and unit:
 
 
 
 
 
 
Basic
$
0.14

 
0.06

 
0.13

 
(0.41
)
Diluted
$
0.14

 
0.06

 
0.13

 
(0.41
)


116




REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
45 Commons Town Center
 
$
30,760

 
35,830

 
(191
)
 
30,812

 
35,586

 

 
66,398

 
14,232

 
52,166

 
62,500

 Airport Crossing
 
1,748

 
1,690

 
85

 
1,744

 
1,780

 

 
3,524

 
609

 
2,915

 

 Amerige Heights Town Center
 
10,109

 
11,288

 
354

 
10,109

 
11,642

 

 
21,751

 
2,332

 
19,419

 
16,796

 Anastasia Plaza
 
9,065

 

 
278

 
3,338

 
6,005

 

 
9,343

 
1,020

 
8,323

 

 Ashburn Farm Market Center
 
9,835

 
4,812

 
111

 
9,835

 
4,923

 

 
14,758

 
3,230

 
11,528

 

 Ashford Perimeter
 
2,584

 
9,865

 
550

 
2,584

 
10,415

 

 
12,999

 
5,639

 
7,360

 

 Augusta Center
 
5,142

 
2,720

 
(5,618
)
 
1,386

 
858

 

 
2,244

 
231

 
2,013

 

 Aventura Shopping Center
 
2,751

 
10,459

 
17

 
2,751

 
10,476

 

 
13,227

 
10,050

 
3,177

 

 Balboa Mesa Shopping Center
 
23,074

 
33,838

 
130

 
23,074

 
33,969

 

 
57,043

 
1,929

 
55,114

 

 Belleview Square
 
8,132

 
9,756

 
2,254

 
8,323

 
11,819

 

 
20,142

 
4,870

 
15,272

 
6,769

 Berkshire Commons
 
2,295

 
9,551

 
1,498

 
2,965

 
10,379

 

 
13,344

 
6,007

 
7,337

 
7,500

 Bloomingdale Square
 
3,940

 
14,912

 
1,585

 
3,940

 
16,497

 

 
20,437

 
6,757

 
13,680

 

 Boulevard Center
 
3,659

 
10,787

 
1,068

 
3,659

 
11,855

 

 
15,514

 
5,032

 
10,482

 

 Boynton Lakes Plaza
 
2,628

 
11,236

 
4,267

 
3,596

 
14,535

 

 
18,131

 
4,613

 
13,518

 

 Brentwood Plaza
 
2,788

 
3,473

 
184

 
2,788

 
3,657

 

 
6,445

 
442

 
6,003

 

 Briarcliff La Vista
 
694

 
3,292

 
246

 
694

 
3,537

 

 
4,231

 
2,177

 
2,054

 

 Briarcliff Village
 
4,597

 
24,836

 
1,180

 
4,597

 
26,016

 

 
30,613

 
14,053

 
16,560

 

 Bridgeton
 
3,033

 
8,137

 
98

 
3,067

 
8,201

 

 
11,268

 
863

 
10,405

 

 Buckhead Court
 
1,417

 
7,432

 
234

 
1,417

 
7,666

 

 
9,083

 
4,665

 
4,418

 

 Buckley Square
 
2,970

 
5,978

 
722

 
2,970

 
6,700

 

 
9,670

 
3,073

 
6,597

 

 Buckwalter Place Shopping Ctr
 
6,563

 
6,590

 
127

 
6,592

 
6,688

 

 
13,280

 
2,178

 
11,102

 

 Caligo Crossing
 
2,459

 
4,897

 
14

 
2,459

 
4,910

 

 
7,369

 
1,481

 
5,888

 

 Cambridge Square
 
774

 
4,347

 
644

 
774

 
4,991

 

 
5,765

 
2,392

 
3,373

 

 Carmel Commons
 
2,466

 
12,548

 
4,153

 
3,422

 
15,745

 

 
19,167

 
6,198

 
12,969

 

 Carriage Gate
 
833

 
4,974

 
2,308

 
1,284

 
6,832

 

 
8,116

 
3,899

 
4,217

 

 Centerplace of Greeley III
 
6,661

 
11,502

 
2,531

 
6,807

 
13,887

 

 
20,694

 
3,046

 
17,648

 

 Chasewood Plaza
 
4,612

 
20,829

 
(1,517
)
 
4,663

 
19,260

 

 
23,923

 
11,908

 
12,015

 

 Cherry Grove
 
3,533

 
15,862

 
1,620

 
3,533

 
17,482

 

 
21,015

 
7,021

 
13,994

 


117



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Clayton Valley Shopping Center
 
24,189

 
35,422

 
1,978

 
24,538

 
37,051

 

 
61,589

 
14,651

 
46,938

 

 Cochran's Crossing
 
13,154

 
12,315

 
723

 
13,154

 
13,038

 

 
26,192

 
6,861

 
19,331

 

 Corkscrew Village
 
8,407

 
8,004

 
101

 
8,407

 
8,105

 

 
16,512

 
2,077

 
14,435

 
8,187

 Cornerstone Square
 
1,772

 
6,944

 
1,056

 
1,772

 
8,001

 

 
9,773

 
3,961

 
5,812

 

 Corvallis Market Center
 
6,674

 
12,244

 
36

 
6,696

 
12,259

 

 
18,955

 
3,028

 
15,927

 

 Costa Verde Center
 
12,740

 
26,868

 
1,050

 
12,798

 
27,860

 

 
40,658

 
12,210

 
28,448

 

 Courtyard Landcom
 
5,867

 
4

 
3

 
5,867

 
7

 

 
5,874

 
1

 
5,873

 

 Culpeper Colonnade
 
15,944

 
10,601

 
42

 
15,947

 
10,639

 

 
26,586

 
4,888

 
21,698

 

 Dardenne Crossing
 
4,194

 
4,005

 
79

 
4,195

 
4,083

 

 
8,278

 
577

 
7,701

 

 Delk Spectrum
 
2,985

 
12,001

 
861

 
3,000

 
12,847

 

 
15,847

 
5,400

 
10,447

 

 Diablo Plaza
 
5,300

 
8,181

 
877

 
5,300

 
9,058

 

 
14,358

 
3,576

 
10,782

 

 Dickson Tn
 
675

 
1,568

 

 
675

 
1,568

 

 
2,243

 
557

 
1,686

 

 Dunwoody Village
 
3,342

 
15,934

 
2,404

 
3,342

 
18,338

 

 
21,680

 
9,839

 
11,841

 

 East Pointe
 
1,730

 
7,189

 
1,137

 
1,705

 
8,351

 

 
10,056

 
3,613

 
6,443

 

 East Towne Center
 
2,957

 
4,938

 
(95
)
 
2,957

 
4,843

 

 
7,800

 
2,496

 
5,304

 

 East Washington Place
 
15,993

 
40,151

 

 
15,993

 
40,151

 

 
56,144

 
1,062

 
55,082

 

 El Camino Shopping Center
 
7,600

 
11,538

 
717

 
7,600

 
12,255

 

 
19,855

 
4,574

 
15,281

 

 El Cerrito Plaza
 
11,025

 
27,371

 
666

 
11,025

 
28,037

 

 
39,062

 
5,123

 
33,939

 
39,355

 El Norte Parkway Plaza
 
2,834

 
7,370

 
3,009

 
3,199

 
10,014

 

 
13,213

 
3,299

 
9,914

 

 Encina Grande
 
5,040

 
11,572

 
(31
)
 
5,040

 
11,541

 

 
16,581

 
4,807

 
11,774

 

 Fairfax Shopping Center
 
15,239

 
11,367

 
(5,539
)
 
13,175

 
7,892

 

 
21,067

 
1,419

 
19,648

 

 Falcon
 
1,340

 
4,168

 
182

 
1,340

 
4,350

 

 
5,690

 
1,219

 
4,471

 

 Fellsway Plaza
 
30,712

 
7,327

 

 
30,712

 
7,327

 

 
38,039

 
221

 
37,818

 
28,100

 Fenton Marketplace
 
2,298

 
8,510

 
(8,592
)
 
512

 
1,704

 

 
2,216

 
172

 
2,044

 

 Fleming Island
 
3,077

 
11,587

 
2,057

 
3,111

 
13,610

 

 
16,721

 
4,806

 
11,915

 
417

 French Valley Village Center
 
11,924

 
16,856

 
5

 
11,822

 
16,964

 

 
28,786

 
7,214

 
21,572

 

 Friars Mission Center
 
6,660

 
28,021

 
827

 
6,660

 
28,848

 

 
35,508

 
10,830

 
24,678

 
272

 Gardens Square
 
2,136

 
8,273

 
376

 
2,136

 
8,649

 

 
10,785

 
3,713

 
7,072

 

 Gateway 101
 
24,971

 
9,113

 
20

 
24,971

 
9,134

 

 
34,105

 
2,205

 
31,900

 

 Gateway Shopping Center
 
52,665

 
7,134

 
1,654

 
52,672

 
8,781

 

 
61,453

 
8,491

 
52,962

 


118



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Gelson's Westlake Market Plaza
 
3,157

 
11,153

 
357

 
3,157

 
11,510

 

 
14,667

 
4,083

 
10,584

 

 Glen Oak Plaza
 
4,103

 
12,951

 
305

 
4,103

 
13,256

 

 
17,359

 
1,559

 
15,800

 

 Glenwood Village
 
1,194

 
5,381

 
132

 
1,194

 
5,513

 

 
6,707

 
3,320

 
3,387

 

 Golden Hills Plaza
 
12,699

 
18,482

 
3,318

 
12,693

 
21,805

 

 
34,498

 
3,686

 
30,812

 

 Grand Ridge Plaza
 
2,240

 
8,454

 
74,547

 
24,208

 
61,033

 

 
85,241

 
1,392

 
83,849

 
11,482

 Greenwood Springs
 
2,720

 
3,059

 
(3,728
)
 
889

 
1,162

 

 
2,051

 
120

 
1,931

 

 Hancock
 
8,232

 
28,260

 
1,047

 
8,232

 
29,307

 

 
37,539

 
12,304

 
25,235

 

 Harpeth Village Fieldstone
 
2,284

 
9,443

 
234

 
2,284

 
9,677

 

 
11,961

 
3,904

 
8,057

 

 Harris Crossing
 
7,199

 
3,677

 
6

 
7,159

 
3,723

 

 
10,882

 
1,070

 
9,812

 

 Heritage Land
 
12,390

 

 
(453
)
 
11,937

 

 

 
11,937

 

 
11,937

 

 Heritage Plaza
 

 
26,097

 
13,372

 
278

 
39,192

 

 
39,470

 
11,989

 
27,481

 

 Hershey
 
7

 
808

 
6

 
7

 
814

 

 
821

 
271

 
550

 

 Hibernia Pavilion
 
4,929

 
5,065

 
(18
)
 
4,929

 
5,047

 

 
9,976

 
1,515

 
8,461

 

 Hibernia Plaza
 
267

 
230

 
1

 
267

 
231

 

 
498

 
46

 
452

 

 Hickory Creek Plaza
 
5,629

 
4,564

 
283

 
5,629

 
4,847

 

 
10,476

 
2,080

 
8,396

 

 Hillcrest Village
 
1,600

 
1,909

 
51

 
1,600

 
1,960

 

 
3,560

 
742

 
2,818

 

 Hilltop Village
 
2,995

 
4,581

 
(930
)
 
2,596

 
4,050

 

 
6,646

 
280

 
6,366

 
7,500

 Hinsdale
 
5,734

 
16,709

 
1,538

 
5,734

 
18,247

 

 
23,981

 
7,542

 
16,439

 

 Holly Park
 
8,975

 
23,799

 

 
8,975

 
23,799

 

 
32,774

 

 
32,774

 

 Horton's Corner
 
3,137

 
2,779

 
(5,916
)
 

 

 

 

 
37

 
(37
)
 

 Howell Mill Village
 
5,157

 
14,279

 
1,863

 
5,157

 
16,142

 

 
21,299

 
2,687

 
18,612

 

 Hyde Park
 
9,809

 
39,905

 
1,631

 
9,809

 
41,536

 

 
51,345

 
18,558

 
32,787

 

 Indio Towne Center
 
17,946

 
31,985

 
(90
)
 
17,317

 
32,524

 

 
49,841

 
7,888

 
41,953

 

 Inglewood Plaza
 
1,300

 
2,159

 
136

 
1,300

 
2,295

 

 
3,595

 
943

 
2,652

 

 Jefferson Square
 
5,167

 
6,445

 
(7,242
)
 
1,894

 
2,477

 

 
4,371

 
114

 
4,257

 

 Keller Town Center
 
2,294

 
12,841

 
88

 
2,294

 
12,929

 

 
15,223

 
4,901

 
10,322

 

 Kent Place
 
4,855

 
3,544

 
825

 
5,210

 
4,014

 

 
9,224

 
108

 
9,116

 
8,250

 Kings Crossing Sun City
 
515

 
1,246

 
116

 
515

 
1,363

 

 
1,878

 
387

 
1,491

 

 Kirkwood Commons
 
6,772

 
16,224

 
445

 
6,802

 
16,639

 

 
23,441

 
1,588

 
21,853

 
11,510

 Kroger New Albany Center
 
3,844

 
6,599

 
431

 
3,844

 
7,030

 

 
10,874

 
4,177

 
6,697

 


119



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Kulpsville
 
5,518

 
3,756

 
142

 
5,600

 
3,815

 

 
9,415

 
1,004

 
8,411

 

 Lake Pine Plaza
 
2,008

 
7,632

 
394

 
2,029

 
8,005

 

 
10,034

 
3,173

 
6,861

 

 Lebanon Center
 
3,865

 
5,751

 
(439
)
 
3,215

 
5,962

 

 
9,177

 
1,585

 
7,592

 

 Lebanon/Legacy Center
 
3,913

 
7,874

 
106

 
3,913

 
7,979

 

 
11,892

 
4,316

 
7,576

 

 Littleton Square
 
2,030

 
8,859

 
310

 
2,030

 
9,169

 

 
11,199

 
3,606

 
7,593

 

 Lloyd King
 
1,779

 
10,060

 
1,007

 
1,779

 
11,066

 

 
12,845

 
4,353

 
8,492

 

 Loehmann's Plaza
 
3,983

 
18,687

 
722

 
4,097

 
19,294

 

 
23,391

 
9,733

 
13,658

 

 Loehmanns Plaza California
 
5,420

 
9,450

 
607

 
5,420

 
10,057

 

 
15,477

 
4,133

 
11,344

 

 Lower Nazareth Commons
 
15,992

 
12,964

 
3,195

 
16,343

 
15,809

 

 
32,152

 
4,145

 
28,007

 

 Market at Colonnade Center
 
6,455

 
9,839

 
(53
)
 
6,160

 
10,081

 

 
16,241

 
1,307

 
14,934

 

 Market at Preston Forest
 
4,400

 
11,445

 
947

 
4,400

 
12,392

 

 
16,792

 
4,829

 
11,963

 

 Market at Round Rock
 
2,000

 
9,676

 
5,546

 
2,000

 
15,222

 

 
17,222

 
5,339

 
11,883

 

 Marketplace Shopping Center
 
1,287

 
5,509

 
4,983

 
1,330

 
10,449

 

 
11,779

 
3,699

 
8,080

 

 Marketplace at Briargate
 
1,706

 
4,885

 
28

 
1,727

 
4,892

 

 
6,619

 
1,672

 
4,947

 

 Middle Creek Commons
 
5,042

 
8,100

 
163

 
5,091

 
8,214

 

 
13,305

 
2,524

 
10,781

 

 Millhopper Shopping Center
 
1,073

 
5,358

 
4,520

 
1,796

 
9,155

 

 
10,951

 
5,324

 
5,627

 

 Mockingbird Common
 
3,000

 
10,728

 
586

 
3,000

 
11,314

 

 
14,314

 
4,661

 
9,653

 
10,300

 Monument Jackson Creek
 
2,999

 
6,765

 
604

 
2,999

 
7,369

 

 
10,368

 
4,254

 
6,114

 

 Morningside Plaza
 
4,300

 
13,951

 
444

 
4,300

 
14,395

 

 
18,695

 
5,809

 
12,886

 

 Murryhill Marketplace
 
2,670

 
18,401

 
1,279

 
2,670

 
19,679

 

 
22,349

 
7,799

 
14,550

 
7,013

 Naples Walk
 
18,173

 
13,554

 
277

 
18,173

 
13,831

 

 
32,004

 
3,363

 
28,641

 
15,524

 Newberry Square
 
2,412

 
10,150

 
240

 
2,412

 
10,390

 

 
12,802

 
6,610

 
6,192

 

 Newland Center
 
12,500

 
10,697

 
655

 
12,500

 
11,352

 

 
23,852

 
5,011

 
18,841

 

 Nocatee Town Center
 
10,124

 
8,691

 
(550
)
 
9,375

 
8,891

 

 
18,266

 
1,845

 
16,421

 

 North Hills
 
4,900

 
19,774

 
884

 
4,900

 
20,658

 

 
25,558

 
8,079

 
17,479

 

 Northgate Marketplace
 
5,668

 
13,727

 
1,272

 
6,232

 
14,435

 

 
20,667

 
1,048

 
19,619

 

 Northgate Plaza (Maxtown Road)
 
1,769

 
6,652

 
184

 
1,769

 
6,836

 

 
8,605

 
3,007

 
5,598

 

 Northgate Square
 
5,011

 
8,692

 
201

 
5,011

 
8,893

 

 
13,904

 
2,156

 
11,748

 

 Northlake Village
 
2,662

 
11,284

 
1,108

 
2,686

 
12,367

 

 
15,053

 
4,501

 
10,552

 

 Oak Shade Town Center
 
6,591

 
28,966

 
392

 
6,591

 
29,358

 

 
35,949

 
2,467

 
33,482

 
10,147


120



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Oakbrook Plaza
 
4,000

 
6,668

 
324

 
4,000

 
6,992

 

 
10,992

 
2,833

 
8,159

 

 Oakleaf Commons
 
3,503

 
11,671

 
226

 
3,503

 
11,897

 

 
15,400

 
3,239

 
12,161

 

 Ocala Corners
 
1,816

 
10,515

 
83

 
1,816

 
10,598

 

 
12,414

 
1,197

 
11,217

 
5,211

 Old St Augustine Plaza
 
2,368

 
11,405

 
194

 
2,368

 
11,598

 

 
13,966

 
5,316

 
8,650

 

 Orangeburg & Central
 
2,071

 
2,384

 
(82
)
 
2,071

 
2,301

 

 
4,372

 
620

 
3,752

 

 Paces Ferry Plaza
 
2,812

 
12,639

 
169

 
2,812

 
12,809

 

 
15,621

 
7,205

 
8,416

 

 Panther Creek
 
14,414

 
14,748

 
2,563

 
15,212

 
16,513

 

 
31,725

 
8,479

 
23,246

 

 Peartree Village
 
5,197

 
19,746

 
794

 
5,197

 
20,540

 

 
25,737

 
9,125

 
16,612

 
8,043

 Pike Creek
 
5,153

 
20,652

 
1,529

 
5,251

 
22,083

 

 
27,334

 
9,053

 
18,281

 

 Pima Crossing
 
5,800

 
28,143

 
1,051

 
5,800

 
29,194

 

 
34,994

 
12,013

 
22,981

 

 Pine Lake Village
 
6,300

 
10,991

 
589

 
6,300

 
11,580

 

 
17,880

 
4,655

 
13,225

 

 Pine Tree Plaza
 
668

 
6,220

 
246

 
668

 
6,466

 

 
7,134

 
2,639

 
4,495

 

 Plaza Hermosa
 
4,200

 
10,109

 
2,139

 
4,203

 
12,245

 

 
16,448

 
3,859

 
12,589

 
13,800

 Powell Street Plaza
 
8,248

 
30,716

 
1,646

 
8,248

 
32,362

 

 
40,610

 
10,389

 
30,221

 

 Powers Ferry Square
 
3,687

 
17,965

 
5,042

 
5,123

 
21,572

 

 
26,695

 
10,535

 
16,160

 

 Powers Ferry Village
 
1,191

 
4,672

 
279

 
1,191

 
4,951

 

 
6,142

 
2,729

 
3,413

 

 Prairie City Crossing
 
4,164

 
13,032

 
392

 
4,164

 
13,424

 

 
17,588

 
4,424

 
13,164

 

 Prestonbrook
 
7,069

 
8,622

 
144

 
7,069

 
8,766

 

 
15,835

 
5,330

 
10,505

 
6,800

 Preston Oaks
 
763

 
30,438

 
39

 
763

 
30,477

 

 
31,240

 
553

 
30,687

 

 Red Bank
 
10,336

 
9,505

 
(165
)
 
10,110

 
9,566

 

 
19,676

 
1,305

 
18,371

 

 Regency Commons
 
3,917

 
3,616

 
149

 
3,917

 
3,765

 

 
7,682

 
1,641

 
6,041

 

 Regency Solar (Saugus)
 

 

 
758

 
6

 
752

 

 
758

 
40

 
718

 

 Regency Square
 
4,770

 
25,191

 
3,862

 
5,067

 
28,756

 

 
33,823

 
18,648

 
15,175

 

 Rona Plaza
 
1,500

 
4,917

 
173

 
1,500

 
5,090

 

 
6,590

 
2,316

 
4,274

 

 Russell Ridge
 
2,234

 
6,903

 
799

 
2,234

 
7,702

 

 
9,936

 
3,643

 
6,293

 

 Sammamish
 
9,300

 
8,075

 
6,369

 
9,441

 
14,302

 

 
23,743

 
3,513

 
20,230

 

 San Leandro Plaza
 
1,300

 
8,226

 
411

 
1,300

 
8,637

 

 
9,937

 
3,256

 
6,681

 

 Sandy Springs
 
6,889

 
28,056

 
954

 
6,889

 
29,010

 

 
35,899

 
1,164

 
34,735

 
16,370

 Saugus
 
19,201

 
17,984

 
(1,123
)
 
18,805

 
17,257

 

 
36,062

 
4,660

 
31,402

 

 Seminole Shoppes
 
8,593

 
7,523

 
66

 
8,629

 
7,552

 

 
16,181

 
1,178

 
15,003

 
9,000


121



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Sequoia Station
 
9,100

 
18,356

 
1,366

 
9,100

 
19,722

 

 
28,822

 
7,338

 
21,484

 
21,100

 Sherwood II
 
2,731

 
6,360

 
404

 
2,731

 
6,764

 

 
9,495

 
1,958

 
7,537

 

 Shoppes @ 104
 
11,193

 

 
226

 
6,652

 
4,767

 

 
11,419

 
940

 
10,479

 

 Shoppes at Fairhope Village
 
6,920

 
11,198

 
179

 
6,920

 
11,377

 

 
18,297

 
2,450

 
15,847

 

 Shoppes of Grande Oak
 
5,091

 
5,985

 
137

 
5,091

 
6,122

 

 
11,213

 
3,617

 
7,596

 

 Shops at Arizona
 
3,063

 
3,243

 
31

 
3,063

 
3,274

 

 
6,337

 
1,637

 
4,700

 

 Shops at County Center
 
9,957

 
11,269

 
645

 
10,162

 
11,709

 

 
21,871

 
4,656

 
17,215

 

 Shops at Erwin Mill
 
236

 
131

 

 
236

 
131

 

 
367

 
32

 
335

 

 Shops at Johns Creek
 
1,863

 
2,014

 
(359
)
 
1,501

 
2,017

 

 
3,518

 
837

 
2,681

 

 Shops at Quail Creek
 
1,487

 
7,717

 
381

 
1,486

 
8,098

 

 
9,584

 
1,644

 
7,940

 

 Signature Plaza
 
2,396

 
3,898

 
(69
)
 
2,396

 
3,830

 

 
6,226

 
1,793

 
4,433

 

 South Bay Village
 
11,714

 
15,580

 
1,385

 
11,776

 
16,903

 

 
28,679

 
975

 
27,704

 

 South Lowry Square
 
3,434

 
10,445

 
800

 
3,434

 
11,245

 

 
14,679

 
4,419

 
10,260

 

 Southcenter
 
1,300

 
12,750

 
748

 
1,300

 
13,498

 

 
14,798

 
5,092

 
9,706

 

 Southpark at Cinco Ranch
 
18,395

 
11,306

 

 
18,395

 
11,307

 

 
29,702

 
606

 
29,096

 

 SouthPoint Crossing
 
4,412

 
12,235

 
291

 
4,412

 
12,526

 

 
16,938

 
4,678

 
12,260

 

 Starke
 
71

 
1,683

 
2

 
71

 
1,685

 

 
1,756

 
556

 
1,200

 

 State Street Crossing
 
1,283

 
1,970

 
104

 
1,283

 
2,074

 

 
3,357

 
333

 
3,024

 

 Sterling Ridge
 
12,846

 
12,162

 
464

 
12,846

 
12,626

 

 
25,472

 
6,789

 
18,683

 
13,900

 Stonewall
 
27,511

 
22,123

 
5,311

 
28,127

 
26,818

 

 
54,945

 
8,425

 
46,520

 

 Strawflower Village
 
4,060

 
8,084

 
290

 
4,060

 
8,374

 

 
12,434

 
3,491

 
8,943

 

 Stroh Ranch
 
4,280

 
8,189

 
389

 
4,280

 
8,578

 

 
12,858

 
4,869

 
7,989

 

 Suncoast Crossing
 
4,057

 
5,545

 
10,235

 
9,030

 
10,806

 

 
19,836

 
2,875

 
16,961

 

 Sunnyside 205
 
1,200

 
9,459

 
1,369

 
1,200

 
10,828

 

 
12,028

 
3,903

 
8,125

 

 Tanasbourne Market
 
3,269

 
10,861

 
(302
)
 
3,269

 
10,558

 

 
13,827

 
2,681

 
11,146

 

 Tassajara Crossing
 
8,560

 
15,464

 
665

 
8,560

 
16,129

 

 
24,689

 
6,262

 
18,427

 
19,800

 Tech Ridge Center
 
12,945

 
37,169

 
251

 
12,945

 
37,420

 

 
50,365

 
3,606

 
46,759

 
10,497

 Town Square
 
883

 
8,132

 
245

 
883

 
8,377

 

 
9,260

 
3,800

 
5,460

 

 Twin City Plaza
 
17,245

 
44,225

 
1,354

 
17,263

 
45,561

 

 
62,824

 
10,352

 
52,472

 
40,493

 Twin Peaks
 
5,200

 
25,827

 
457

 
5,200

 
26,284

 

 
31,484

 
10,095

 
21,389

 

 Uptown District
 
18,773

 
61,906

 
311

 
18,771

 
62,218

 

 
80,989

 
1,946

 
79,043

 


122



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Initial Cost
 
 
 
 Total Cost
 
 
 
 Total Cost
 
 
Shopping Centers (1)
 
 Land
 
 Building & Improvements
 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
 
 Land
 
 Building & Improvements
 
  Properties held for Sale
 
 Total
 
 Accumulated Depreciation
 
 Net of Accumulated Depreciation
 
 Mortgages
 Valencia Crossroads
 
17,921

 
17,659

 
372

 
17,921

 
18,031

 

 
35,952

 
12,188

 
23,764

 

 Ventura Village
 
4,300

 
6,648

 
426

 
4,300

 
7,074

 

 
11,374

 
2,758

 
8,616

 

 Village at Lee Airpark
 
11,099

 
12,955

 
117

 
11,176

 
12,996

 

 
24,172

 
3,058

 
21,114

 

 Village Center
 
3,885

 
14,131

 
(1,382
)
 
3,885

 
12,748

 

 
16,633

 
5,964

 
10,669

 

 Walker Center
 
3,840

 
7,232

 
3,114

 
3,878

 
10,308

 

 
14,186

 
3,446

 
10,740

 

 Walton Towne Center
 
3,872

 
3,298

 
93

 
3,872

 
3,392

 

 
7,264

 
864

 
6,400

 

 Welleby Plaza
 
1,496

 
7,787

 
558

 
1,496

 
8,345

 

 
9,841

 
5,414

 
4,427

 

 Wellington Town Square
 
2,041

 
12,131

 
214

 
2,041

 
12,346

 

 
14,387

 
5,280

 
9,107

 
12,800

 West Park Plaza
 
5,840

 
5,759

 
851

 
5,840

 
6,610

 

 
12,450

 
2,631

 
9,819

 

 Westbrook Commons
 
3,366

 
11,751

 
(536
)
 
3,091

 
11,490

 

 
14,581

 
3,998

 
10,583

 

 Westchase
 
5,302

 
8,273

 
229

 
5,302

 
8,502

 

 
13,804

 
1,972

 
11,832

 
7,529

 Westchester Plaza
 
1,857

 
7,572

 
229

 
1,857

 
7,801

 

 
9,658

 
4,132

 
5,526

 

 Westlake Plaza and Center
 
7,043

 
27,195

 
1,469

 
7,043

 
28,665

 

 
35,708

 
11,579

 
24,129

 

 Westwood Village
 
19,933

 
25,301

 
(678
)
 
20,135

 
24,421

 

 
44,556

 
7,426

 
37,130

 

 White Oak
 
2,144

 
3,069

 
3

 
2,144

 
3,072

 

 
5,216

 
2,147

 
3,069

 

 Willow Festival
 
1,954

 
56,501

 
408

 
1,954

 
56,909

 

 
58,863

 
5,580

 
53,283

 
39,507

 Windmiller Plaza Phase I
 
2,638

 
13,241

 
30

 
2,638

 
13,271

 

 
15,909

 
5,824

 
10,085

 

 Woodcroft Shopping Center
 
1,419

 
6,284

 
408

 
1,421

 
6,690

 

 
8,111

 
3,253

 
4,858

 

 Woodman Van Nuys
 
5,500

 
7,195

 
197

 
5,500

 
7,392

 

 
12,892

 
2,920

 
9,972

 

 Woodmen and Rangewood
7,621

 
11,018

 
448

 
7,620

 
11,467

 

 
19,087

 
8,493

 
10,594

 

 Woodside Central
 
3,500

 
9,288

 
508

 
3,500

 
9,796

 

 
13,296

 
3,703

 
9,593

 

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Total Corporately Held Assets
 

 

 
3,526

 

 
3,526

 
 
 
3,526

 
2,551

 
975

 

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Properties in Development
 
(200
)
 
1,078,886

 
(892,236
)
 

 
186,450

 

 
186,450

 

 
186,450

 

 
 
$
1,242,276


3,472,314


(688,058
)

1,249,779


2,776,752




4,026,531


844,873


3,181,658


476,472

(1) See Item 2, Properties for geographic location and year each operating property was acquired.
(2) The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded and development transfers subsequent to the initial costs.
See accompanying report of independent registered public accounting firm.

123



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued
December 31, 2013
(in thousands)

Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $3.3 billion at December 31, 2013.

The changes in total real estate assets for the years ended December 31, 2013, 2012, and 2011 are as follows (in thousands):

 
 
2013
 
2012
 
2011
Beginning balance
$
3,909,912

 
4,101,912

 
3,989,154

Acquired properties
 
143,992

 
220,340

 
149,774

Developments and improvements
 
180,374

 
141,807

 
70,789

Sale of properties
 
(200,393
)
 
(491,438
)
 
(92,872
)
Provision for impairment
 
(7,354
)
 
(62,709
)
 
(14,933
)
Ending balance
$
4,026,531

 
3,909,912

 
4,101,912



The changes in accumulated depreciation for the years ended December 31, 2013, 2012, and 2011 are as follows (in thousands):

 
 
2013
 
2012
 
2011
Beginning balance
$
782,749

 
791,619

 
700,878

Depreciation expense
 
99,883

 
104,087

 
107,932

Sale of properties
 
(36,405
)
 
(104,748
)
 
(14,101
)
Provision for impairment
 
(1,354
)
 
(8,209
)
 
(3,090
)
Ending balance
$
844,873

 
782,749

 
791,619


See accompanying report of independent registered public accounting firm.

124




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (1992), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2013.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2013 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

125



Management's Report on Internal Control over Financial Reporting
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (1992), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2013.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2013 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

Item 9B. Other Information
Not applicable


PART III
Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.
 
Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
 
Audit Committee, Independence, Financial Experts. Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10‑K with respect to the 2014 Annual Meeting of Stockholders.
 
Compliance with Section 16(a) of the Exchange Act.   Information concerning filings under Section 16(a) of the Exchange Act by our directors or executive officers is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.
 
Code of Ethics. We have adopted a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at www.regencycenters.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.

Item 11. Executive Compensation


126



Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.

127





Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information
 
 
(a)
 
(b)
 
(c)
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 



Weighted-average exercise price of outstanding options, warrants and rights(1)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (2)
Equity compensation plans
approved by security holders
 
295,924

 
$
52.46

 
2,838,677

Equity compensation plans not approved by security holders
 
N/A
 
N/A
 
N/A
Total
 
295,924

 
$
52.46

 
2,838,677

(1) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.

(2) The Regency Centers Corporation 2011 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2011 annual meeting, provides that an aggregate maximum of 4.1 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.

Item 13.     Certain Relationships and Related Transactions, and Director Independence

Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.

Item 14.     Principal Accountant Fees and Services
    
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2014 Annual Meeting of Stockholders.    


PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)    Financial Statements and Financial Statement Schedules:
Regency Centers Corporation and Regency Centers, L.P. 2013 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.
(b)    Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

128



should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov.
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1. Underwriting Agreement

(a)
Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 10, 2012).

(i)
Amendment No. 1 to Equity Distribution Agreement (the "Wells Amendment") among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.2 to the Company's report on Form 8-K filed on August 6, 2013).

The Equity Distribution Agreements listed below are substantially identical in all material respects to the Wells Agreement, as amended by the Wells Amendment, except for the identities of the parties, and have not been filed as exhibits to the Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:

(ii)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 10, 2012, as amended by Amendment No. 1 to Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 6, 2013; and

(iii)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 10, 2012, as amended by Amendment No. 1 to Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 6, 2013.

(b)
Equity Distribution Agreement (the “Jefferies Agreement”) among the Company, Regency Centers, L.P. and Jefferies LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 6, 2013).
    
The Equity Distribution Agreement listed below is substantially identical in all material respects to the Jefferies Agreement except for the identities of the parties, and has not been filed as an exhibit to the Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:

(i)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and RBC Capital Markets, LLC dated August 6, 2013.


3.    Articles of Incorporation and Bylaws
(a)
Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on June 5, 2013).
(b)
Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.2(b) to the Company's Form 8-K filed on November 7, 2008).

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(c)
Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).
(d)
Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended.
4.    Instruments Defining Rights of Security Holders
(a)
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) and 3(d) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.
(b)
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).
(i)
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
(c)
Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's registration statement on Form S-4 filed on August 5, 2005, No. 333-127274).
10.    Material Contracts (~ indicates management contract or compensatory plan)
~(a)
Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed on May 8, 2008).
~(i)
Form of Stock Rights Award Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).
~(ii)
Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).
~(iii)
Form of Nonqualified Stock Option Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).
~(iv)
Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).
~(v)
Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
~(vi)
Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).
~(vii)
First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(viii)
Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 13, 2011).

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~(ix)
Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 13, 2011).
~(b)
Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's 2011 Annual Meeting Proxy Statement filed on March 24, 2011).
~(c)
Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).
~(d)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 24, 2013).
~(e)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on December 24, 2013).
~(f)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on December 24, 2013).
~(g)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on December 24, 2013).
~(h)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and John S. Delatour (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed on December 24, 2013).
~(i)
Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed on December 24, 2013).
(j)
Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8, 2011).
(i)
First Amendment to Third Amended and Restated Credit Agreement dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 9, 2012).
(k)
Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).
(i)
First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).
(ii)
Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).
(l)
Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).
(i)
Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC).

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(m)
Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to the Company's Form 10-K filed on February 27, 2007).
12.    Computation of ratios
12.1    Computation of Ratio of Combined Fixed Charges and Preference Dividends to Earnings
21.    Subsidiaries of Regency Centers Corporation
23.    Consents of Independent Accountants
23.1    Consent of KPMG LLP for Regency Centers Corporation.
23.2    Consent of KPMG LLP for Regency Centers, L.P.
31.    Rule 13a-14(a)/15d-14(a) Certifications.
31.1    Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2    Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3    Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4    Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32.    Section 1350 Certifications.
The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
32.1
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3    18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4    18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
101.    Interactive Data Files
101.INS+    XBRL Instance Document
101.SCH+    XBRL Taxonomy Extension Schema Document
101.CAL+    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+    XBRL Taxonomy Definition Linkbase Document
101.LAB+    XBRL Taxonomy Extension Label Linkbase Document
101.PRE+    XBRL Taxonomy Extension Presentation Linkbase Document
__________________________
+    Submitted electronically with this Annual Report

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
February 19, 2014
REGENCY CENTERS CORPORATION
 
By:

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer



February 19, 2014
REGENCY CENTERS, L.P.
 
By:
Regency Centers Corporation, General Partner
 
By:

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer


133





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
February 19, 2014
 

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
February 19, 2014
 

/s/ Brian M. Smith
Brian M. Smith, President, Chief Operating Officer and Director
February 19, 2014
 

/s/ Lisa Palmer
Lisa Palmer, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
February 19, 2014
 

/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
February 19, 2014
 

/s/ Raymond L. Bank
Raymond L. Bank, Director
February 19, 2014
 

/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
February 19, 2014
 

/s/ A.R. Carpenter
A.R. Carpenter, Director
February 19, 2014
 

/s/ J. Dix Druce
J. Dix Druce, Director
February 19, 2014
 

/s/ Mary Lou Fiala
Mary Lou Fiala, Director
February 19, 2014
 

/s/ David P. O'Connor
David P. O'Connor, Director
February 19, 2014
 

/s/ Douglas S. Luke
Douglas S. Luke, Director
February 19, 2014
 

/s/ John C. Schweitzer
John C. Schweitzer, Director
February 19, 2014
 

/s/ Thomas G. Wattles
Thomas G. Wattles, Director


134