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, 20072008
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to to
Commission File Number 0-24763
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 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 No.) |
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Not Applicable
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
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.
YES x NO ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ¨ 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 and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ¨
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):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Large accelerated filer | x | Accelerated filer | ¨ | |||||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company. YES ¨ NO x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant and the number of shares of Registrant’s voting common stock outstanding is not applicable.
Documents Incorporated by Reference
Regency Centers Corporation is the general partner of Regency Centers, L.P. Portions of Regency Centers Corporation’s Proxy Statement in connection with its 20082009 Annual Meeting of Shareholders are incorporated by reference in Part III.
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 growthchanges in our revenues, the size of our development program, earnings per unit, returns and portfolio value, and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the industry and markets in which Regency Centers Corporation (“Regency” or “Company”) and Regency Centers, L.P. (“RCLP” or the “Partnership”) 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 include, but are not limited to, changes in national and local economic conditions including the impact of a slowing economy; financial difficulties of tenants; competitive market conditions, including timing and pricing of acquisitions and sales of properties and out-parcels; changes in expected leasing activity and market rents; timing of acquisitions, development starts and sales of properties and out-parcels; meeting development schedules; our inability to exercise voting control over the co-investment partnerships through which we own or develop many of our properties; weather; consequences of any armed conflict or terrorist attack against the United States; and the ability to obtain governmental approvals. For additional information, see “Risk Factors” elsewhere herein. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of RCLP appearing elsewhere within.
Item 1. | Business |
Regency is a qualified real estate investment trust (“REIT”), which began operations in 1993. Our primary operating and investment goal is long-term growth in earnings per unit and total unit holder return, which we work to achieve by focusing on a strategy of owning, operating and developing high-quality community and neighborhood shopping centers that are tenanted by market-dominant grocers, category-leading anchors, specialty retailers and restaurants located in areas with above average household incomes and population densities. All of theour operating, investing and financing activities are performed through RCLP, its wholly owned subsidiaries, and through its investments in co-investmentreal estate partnerships with third party investors.parties (also referred to as co-investment partnerships or joint ventures). Regency currently owns 99% of the outstanding operating partnership units of RCLP. Because of our structure and certain public debt financing, RCLP is also a registrant.
At December 31, 2007,2008, we directly owned 232224 shopping centers (the “Consolidated Properties”) located in 2324 states representing 25.724.2 million square feet of gross leasable area (“GLA”). Our cost of these shopping centers and those under development is $4.0 billion before depreciation. Through co-investment partnerships, we own partial interests in 219216 shopping centers (the “Unconsolidated Properties”) located in 27 states and the District of Columbia representing 25.4 million square feet of GLA. Our investment in the partnerships that own the Unconsolidated Properties is $432.9$383.4 million. Certain portfolio information described below is presented (a) on a Combined Basis, which is a total of the Consolidated Properties and the Unconsolidated Properties, (b) for our Consolidated Properties only and (c) for the Unconsolidated Properties that we own through co-investment partnerships. We believe that presenting the information under these methods provides a more complete understanding of the properties that we wholly-own versus those that we partially-own,indirectly own through entities we do not control, but for which we provide asset management, property management, leasing, investing and financing services. The shopping center portfolio that we manage, on a Combined Basis, represents 451440 shopping centers located in 29 states and the District of Columbia and contains 51.149.6 million square feet of GLA.
We earn revenues and generate cash flow by leasing space in our shopping centers to market-leading grocers, major retail anchors, specialty side-shop retailers, and restaurants, including ground leasing or selling building pads (out-parcels) to these potential tenants. We experience growth in revenues by increasing occupancy and rental rates at currently owned shopping centers, and by acquiring and developing new shopping centers. Community and neighborhood shopping centers generate substantial daily traffic by conveniently offering necessities and services. This high traffic generates increased sales, thereby driving higher occupancy and rental-rate growth, which we expect will sustain our growth in earnings per unit and increase the value of our portfolio over the long term.
We seek a range of strong national, regional and local specialty retailers, for the same reason that we choose to anchor our centers with leading grocers and major retailers who provide a mix of goods and services that meet consumer needs. We have created a formal partnering process, — the Premier Customer Initiative (“PCI”) —, to promote mutually beneficial relationships with our specialty retailers. The objective of PCI is for RCLPus to build a base of specialty tenants who represent the “best-in-class” operators in their respective merchandising categories. Such
retailers reinforce the consumer appeal and other strengths of a center’s anchor, help to stabilize a center’s occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher sustainable rents.
The current economic recession is resulting in a higher level of retail store closings and is limiting the demand for leasing space in our shopping centers resulting in a decline in our occupancy percentages and rental revenues. Additionally, certain national tenants negotiate co-tenancy clauses into their lease agreements, which allow them to reduce their rents or close their stores in the event that a co-tenant closes its store. We believe that our investment focus on neighborhood and community shopping centers that conveniently provide daily necessities will help lessen the current economy’s negative impact to our shopping centers, although the negative impact could still be significant. We are closely monitoring the operating performance and tenants’ sales in our shopping centers including those tenants operating retail formats that are experiencing significant changes in competition, business practice, or reductions in sales.
We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development, where we acquire the land and construct the building. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors and specialty retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process generally requirescan require three to fourfive years from initial land or redevelopment acquisition through construction, lease-up and stabilization of rental income, but can take longer depending upon the size of the project. Generally, anchor tenants begin operating their stores prior to the completion of construction of the entire center, resulting in rental income during the development phase.
In the near term, reduced new store openings amongst retailers is resulting in reduced demand for new retail space and is causing corresponding reductions in new leasing rental rates and development pre-leasing. As a result, we are significantly reducing our development program by reducing the number of new projects started, phasing existing developments that lack retail demand, and reducing related general and administrative expense. Although our development program will continue to be a significant part of our business strategy, new development projects will be rigorously evaluated in regard to availability of capital, visibility of tenant demand to achieve 95% occupancy, and sufficient investment returns.
We intend to maintain a conservative capital structure to fund our growth programs,program, which should preserve our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center “recycling” as a key component, which requires ongoing monitoringcapital strategy to fund our growth. The culling of each center to ensure that it continues to meetnon-strategic assets and our investment standards. We sell the operating properties that no longer measure up to our standards.industry-leading co-investment partnership program are integral components of this strategy. We also develop certain retail centers because of their attractive profit margins with the intent of selling them to co-investment partnerships or other third parties upon completion. These salesales proceeds are re-deployed into new, higher-qualityhigh-quality developments and acquisitions that are expected to generate sustainable revenue growth and more attractive returns. To the extent that we are unable to execute our capital recycling program to generate adequate sources of capital, we will significantly reduce and even stop new investment activity until there is adequate visibility and reliability to sources of capital for RCLP.
Joint venturing of shopping centers also provides us with a capital source for new developments and acquisitions, as well as the opportunity to earn fees for asset and property management services. As 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. Co-investment partnerships grow their shopping center investments through acquisitions from third parties or direct purchases from RCLP.us. Although selling properties to co-investment partnerships reduces our direct ownership interest, we continue to share, to the extent of our remaining ownership interest, in the risks and rewards of shopping centers that meet our high quality standards and long-term investment strategy. We have no obligations or liabilities within the co-investment partnerships beyond our ownership interest.
The current lack of liquidity in the capital markets is having a corresponding effect on new investment activity in our co-investment partnerships. Our co-investment partnerships have significant levels of debt, 67.5% of which will mature through 2012, and are subject to significant refinancing risks. We anticipate that as real estate values decline, the refinancing of maturing loans, including those maturing in our joint ventures, will require us and our joint venture partners to contribute our respective pro-rata shares of capital in order to reduce refinancing requirements to acceptable loan to value levels required for new financings. While we have been successful refinancing maturing loans, the longer-term impact of the current economic crisis on our ability to access capital, including access by our joint venture partners, or to obtain future financing to fund maturing debt is unclear. While we believe that our partners have sufficient capital or access thereto for these future capital requirements, we can provide no assurance that the constrained capital markets will not inhibit their ability to access capital and meet their future funding requirements.
We expect that cash generated from operating activities will provide the necessary funds to pay our operating expenses, interest expense, scheduled principal payments on outstanding debt, and capital expenditures necessary to maintain our shopping centers. Regency expects to continue paying dividends to their shareholders based upon availability of cash flow and to maintain compliance with REIT tax laws. Regency’s Board of Directors determined that in light of the current recession and the strains it is placing on our business, they will not increase Regency’s dividend rate per share during 2009, and may find it necessary to reduce future dividends or pay a portion of the dividend in the form of stock. Regency’s Board of Directors is continuously reviewing Regency’s operations and will make decisions about future dividend payments on a quarterly basis.
Competition
We are among the largest publicly-held owners of shopping centers in the nation based on revenues, number of properties, gross leasable area, and market capitalization. There are numerous companies and private individuals engaged in the ownership, development, acquisition, and operation of shopping centers which compete with us in our targeted markets. This results in competition for attracting anchor tenants, as well as the acquisition of existing shopping centers and new development sites. We believe that the principal competitive factors in attracting tenants in our market areas are location, demographics, rental costs, tenant mix, property age, and property maintenance. We believe that our competitive advantages include our locations within our market areas, the design 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 PCI program whichthat allows us to provide retailers with multiple locations, our practice of maintaining and renovating our shopping centers, and our ability to source and develop new shopping centers.
Changes in Policies
Regency’s Board of Directors establishes the policies that govern our investment and operating strategies including, among others, development and acquisition of shopping centers, tenant and market focus, debt and equity financing policies, quarterly distributions to Regency stockholders, and Regency’s REIT tax status. TheRegency’s Board of Directors may amend these policies at any time without a vote of Regency’s stockholders.
Employees
Our headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 21 market offices nationwide where we conduct management, leasing, construction, and investment activities. At December 31, 2007,2008, we had 568511 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 rent the property or borrow using the property as collateral. We have a number of properties that could require or are currently undergoing varying levels of environmental remediation. Environmental remediation is not currently expected to have a material financial effectimpact on us due to reserves 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
The executive officers of the Company are appointed each year by theRegency’s Board of Directors. Each of the executive officers has been employed by the Company in the position or positions indicated in the list and pertinent notes below. Each of the executive officers has been employed by the Company for more than five years.
Name | Age | Title | Executive Officer in Position Shown Since | |||
Martin E. Stein, Jr. | 55 | Chairman and Chief Executive Officer | 1993 | |||
Mary Lou Fiala | 56 | President and Chief Operating Officer | 1999 | |||
Bruce M. Johnson | 60 | Managing Director and Chief Financial Officer | 1993 | |||
Brian M. Smith | 53 | Managing Director and Chief Investment Officer | 2005(1) |
Name | Age | Title | Executive Officer in Position Shown Since | ||||
Martin E. Stein, Jr. | 56 | Chairman and Chief Executive Officer | 1993 | ||||
Mary Lou Fiala | 57 | President and Chief Operating Officer | 1999 | (1) | |||
Bruce M. Johnson | 61 | Managing Director and Chief Financial Officer | 1993 | (2) | |||
Brian M. Smith | 54 | Managing Director and Chief Investment Officer | 2005 | (3) |
(1) | In February 2009, Mary Lou Fiala, President and Chief Operating Officer of the Company since 1999, announced that she will retire from her position as Chief Operating Officer at the end of 2009. As part of the transition of her responsibilities in connection with her retirement later this year, Ms. Fiala gave up the position of President to Brian M. Smith, who was appointed to fill that position as described below. Ms. Fiala will remain as Chief Operating Officer until her retirement. The Corporate Governance and Nominating Committee intends to renominate Ms. Fiala as a director subsequent to her retirement. |
(2) | In February 2009, Bruce M. Johnson, Managing Director and Chief Financial Officer of the Company since 1993, was appointed to Executive Vice President. |
(3) | In February 2009, Brian M. Smith, Managing Director and Chief Investment Officer |
Company Website Access and SEC Filings
The Company’s website may be accessed atwww.regencycenters.com. All of our filings with the Securities and Exchange Commission (“SEC”) can be accessed through our website promptly after filing; however, in the event that the website is inaccessible, then 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.www.sec.gov.
General Information
The Company’s registrar and stock transfer agent is American Stock Transfer & Trust Company (“AST”), New York, New York. The Company offers a dividend reinvestment plan (“DRIP”) that enables its shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact AST’s Shareholder Services Group toll free at (866) 668-6550 or the Company’s Shareholder Relations Department.
The Company’s independent auditors are KPMG LLP, Independent Registered Public Accountants are KPMG LLP, Jacksonville, Florida. The Company’s General Counsel is Foley & Lardner LLP, Jacksonville, Florida.
Annual Meeting
The Company’s annual meeting will be held at The River Club, One Independent Drive, 35th Floor, Jacksonville, Florida, at 11:00 a.m. on Tuesday, May 6, 2008.5, 2009.
Item 1A. | Risk Factors |
Risk Factors Related to Our Industry and Real Estate Investments
Our revenues and cash flow could be adversely affected by poor market conditions where properties are geographically concentrated.
RCLP’sOur performance depends on the economic conditions in markets in which our properties are concentrated. During the year ended December 31, 2007,2008, our properties in California, Florida and Texas accounted for 58.4%58.9% of our consolidated net operating income. Our revenues and cash available for distribution to stockholdersunit holders could be adversely affected by this geographic concentration if market conditions, in these areas, such as an oversupplysupply of retail space or a reduction in the demand for shopping centers, become more competitivedeteriorate in California, Florida, and Texas relative to other geographic areas.
Loss of revenues from major tenants could reduce distributions to stockholders.unit holders.
We derive significant revenues from anchor tenants such as Kroger, Publix and Safeway that occupy more than one center. Distributions to stockholdersunit holders could be adversely affected by the loss of revenues in the event a major 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.
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. Most anchors have the right to vacate and prevent re-tenanting by paying rent for the balance of the lease term. If major tenants vacate a property, then other tenants may be entitled to terminate their leases at the property.
Downturns in the retailing 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 has been or 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;
the growth of super-centers, such as those operated by Wal-Mart,space and their adverse effect on major grocery chains;
the impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers;store closings;
consequences of any armed conflict involving, or terrorist attack against, the United States;
the adverse financial condition of some large retailing companies;
the ongoing consolidation in the retail sector;
the excess amount of retail space in a number of markets;
increasing consumer purchases through catalogs or the Internet;internet;
reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats such as video rental stores;
the timing and costs associated with property improvements and rentals;
changes in taxation and zoning laws; and
adverse government regulation.
the growth of super-centers, such as those operated by Wal-Mart, and their adverse effect on major grocery chains; and
the impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers;
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 recycle capital, and our cash available for distribution to stockholders.unit holders.
Unsuccessful development activities or a slowdown in development activities could reduce distributions to stockholders.unit holders.
We actively pursue development activities as opportunities arise. Development activities require various government and other approvals for entitlements which can 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 up developments to full occupancy on a timely basis;
the risk that anchor tenants will not open and operate in accordance with their lease agreement;
the risk that occupancy rates and rents of a completed project will not be sufficient to make the project profitable and available for contribution to our co-investment partnerships or sale to third parties.parties;
the risk that the current size and continued growth in 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;
the risk that we may abandon development opportunities and lose our investment in these developments;
the risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;
delays in the development and construction process; and
the lack of cash flow during the construction period; andperiod.
If developments are unsuccessful, funding provided from contributions to co-investment partnerships and sales to third parties may be materially reduced and our cash flow available for distribution to stockholdersunit holders will be reduced. Our earnings and cash flow available for distribution to stockholdersunit holders also may be reduced if we experience a significant slowdown in our development activities.
Uninsured loss may adversely affect distributions to stockholders.unit holders.
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 in accordance with industry standards. There are, however, some types of losses, such as from hurricanes, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. If an uninsured loss occurs, we could lose both the invested capital in and anticipated revenues from the property, but we would still be obligated to repay any recourse mortgage debt on the property. In that event, our distributions to stockholdersunit holders could be reduced.
We face competition from numerous sources.
The ownership of shopping centers is highly fragmented, with less than 10% owned by real estate investment trusts. We face competition from other real estate investment trusts 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.
We compete in the acquisition of properties through proprietary research that identifies opportunities in markets with high barriers to entry and higher-than-average population growth and household income. We seek to maximize rents per square foot by (1)(i) establishing relationships with supermarket chains that are first or second in their markets or other category-leading anchors and (2)(ii) leasing non-anchor space in multiple centers to national or regional tenants. We compete to develop properties by applying our proprietary research methods to identify development and leasing opportunities and by pre-leasing a significant portion of a center before beginning construction.
There can be no assurance, however, that other real estate owners or developers will not utilize similar research methods and target the same markets and anchor tenants that we target. These entities may successfully control these markets and tenants to our exclusion. If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stockholders,unit holders, may be adversely affected.
Costs of environmental remediation could reduce our cash flow available for distribution to stockholders.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.
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 (UST’s). The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or rentlease a contaminated property or to borrow using the property as collateral. Any of these developments could reduce cash flow and distributions to stockholders.unit holders.
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 co-venturer in the acquisition or development of properties. As of December 31, 2007, our investments in real estate partnerships represented 10.4% of our total assets. These investments involve risks not present in a wholly-owned project. We do not have voting control over the ventures. The co-venturer might (1) have interests or goals that are inconsistent with our interests or goals or (2) otherwise impede our objectives. The co-venturer also might become insolvent or bankrupt.
Our co-investment partnerships account for a significant portion of our revenues and net income in the form of management fees and are an important part of our growth strategy. The termination of our co-investment partnerships could adversely affect distributions to stockholders.unit holders.
Our management fee income has increased significantly as our participation in co-investment partnerships has increased. If co-investment partnerships owning a significant number of properties were dissolved for any reason, we would lose the asset management and property management fees from these co-investment partnerships, which could adversely affect our ability to recycle capital and fund developments and acquisitions and the amount of cash available for distribution to stockholders.unit holders.
In addition, termination of the co-investment partnerships without replacing them with new co-investment partnerships could adversely affect our growth strategy. Property sales to the co-investment partnerships provide us with an important source of funding for additional developments and acquisitions. Without this source of capital, our ability to recycle capital, fund developments and acquisitions, and to increase distributions to stockholdersunit holders could be adversely affected.
Our co-investment partnerships have significant levels of debt, 67.5% of which will mature through 2012, and are subject to significant refinancing risks. We anticipate that as real estate values decline, the refinancing of maturing loans, including those maturing in our joint ventures, will require us and our joint venture partners to contribute our respective pro-rata shares of capital in order to reduce refinancing requirements to acceptable loan to value levels required for new financings. The long-term impact of the current economic crisis on our ability to access capital, including access by our joint venture partners, or to obtain future financing to fund maturing debt is unclear.
Our partnership structure may limit our flexibility to manage our assets.
Regency invests in retail shopping centers through Regency Centers, L.P., the operating partnership in which weRegency currently own 99% of the outstanding common partnership units. From time to time, we acquire properties through our operating partnership in exchange for limited partnership interests. This acquisition structure may permit limited partners who contribute properties to us to defer some, if not all, of the income tax liability that they would incur if they sold the property for cash.
Properties contributed to our operating partnership may have unrealized gaingains attributable to the difference between the fair market value and adjusted tax basis in the properties prior to contribution. As a result, our sale of these properties could cause adverse tax consequences to the limited partners who contributed them.
Generally, our operating partnership has no obligation to consider the tax consequences of its actions to any limited partner. However, our operating partnership may acquire properties in the future subject to material
restrictions on refinancing or resale designed to minimize the adverse tax consequences to the limited partners who contribute those properties. These restrictions could significantly reduce our flexibility to manage our assets by preventing us from reducing mortgage debt or selling a property when such a transaction might be in our best interest in order to reduce interest costs or dispose of an under-performing property.
Risk Factors Related to Our Capital Recycling and Capital Structure
Lack of available credit could reduce capital available for new developments and other investments and could increase refinancing risks.
The lack of available credit in the commercial real estate market is causing a decline in the sale of shopping centers and their values. This reduces the available capital for new developments or other new investments, which is a key part of our capital recycling strategy. The lack of liquidity in the capital markets has also resulted in a significant increase in the cost to refinance maturing loans and a significant increase in refinancing risks. We anticipate that as real estate values decline, refinancing maturing secured loans, including those maturing in our joint ventures, may require us and our joint venture partners to contribute our respective pro-rata shares of capital in order to reduce refinancing requirements to acceptable loan to value levels required for new financings. At this time, it is unclear whether and to what extent the actions taken by the U.S. government currently being implemented or contemplated, will mitigate the effects of the economic crisis within the United States. While we currently have no immediate need to access the credit markets, the impact of the current economic crisis on our ability to access capital, including access by our joint venture partners, or to obtain future financing to fund maturing debt is unclear.
A reduction in the availability of capital, an increase in the cost of capital, and higher market capitalization rates could adversely impact Regency’s ability to recycle capital and fund developments and acquisitions, and could dilute earnings.
As part of our capital recycling program, we sell operating properties that no longer meet our investment standards. We also develop certain retail centers because of their attractive margins with the intent of selling them to co-investment partnerships or other third parties for a profit. These sale proceeds are used to fund the construction of new developments. 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 our capital recycling program by reducing the amount of cash generated and profits realized. In order to meet the cash requirements of our development program, we may be required to sell more properties than initially planned, which would have a dilutive impact on our earnings.
Our debt financing may reduce distributions to stockholders.unit holders.
We do not expect to generate sufficient funds from operations to make balloon principal payments when due on our debt. If we are unable to refinance our debt on acceptable terms, we might be forced (1)(i) to dispose of properties, which might result in losses, or (2)(ii) to obtain financing at unfavorable terms. Either could reduce the cash flow available for distributions to stockholders.unit holders.
In addition, 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. Furthermore, substantially all of our debt is cross-defaulted, which means that a default under one loan could trigger defaults under other loans.
Our organizational documents do not limit the amount of debt that may be incurred. The degree to which we are leveraged could have important consequences, including the following:
leverage could affect our ability to obtain additional financing in the future to repay indebtedness or for working capital, capital expenditures, acquisitions, development, or other general corporate purposes;
leverage could make us more vulnerable to a downturn in our business or the economy generally; and
as a result, our leverage could lead to reduced distributions to stockholders.unit holders.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our revolving line of credit and our unsecured notes contain customary covenants, including compliance with financial ratios, such as ratios of total debt to gross asset value and fixed charge coverage ratios. Our line of credit also restricts 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 these covenants, the resulting default could cause the acceleration of our indebtedness, even in the absence of a payment default. If we are not able to refinance our indebtedness after a default, or unable to refinance our indebtedness on favorable terms, distributions to stockholdersunit holders and our financial condition would be adversely affected.
We depend on external sources of capital, which may not be available in the future.
To qualify as a REIT, Regency must, among other things, distribute to itstheir stockholders each year at least 90% of our REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we likely will not be able to fund all future capital needs, including capital for acquisitions or developments, 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. In addition, our line of credit imposes 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’unit holders’ interests, and additional debt financing may substantially increase our degree of leverage.
Risk Factors Related to Interest Rates and the Market for Our Stock
Increased interest rates may reduce distributions to stockholders.unit holders.
We are obligated on floating rate debt, and if we do not eliminate our exposure to increases in interest rates through interest rate protection or cap agreements, these increases may reduce cash flow and our ability to make distributions to stockholders.unit holders.
Although swap agreements enable us to convert floating rate debt to fixed rate debt and cap agreements enable us to cap our maximum interest rate, they expose us to the risk that the counterparties to these hedge agreements may not perform, which could increase our exposure to rising interest rates. If we enter into swap agreements, decreases in interest rates will increase our interest expense as compared to the underlying floating rate debt. This could result in our making payments to unwind these agreements, such as in connection with a prepayment of the floating rate debt. Cap agreements do not protect us from increases up to the capped rate.
Increased market interest rates could reduce our stock prices.
The annual dividend rate on Regency’s common stock as a percentage of its market price may influence the trading price of Regency’s stock. An increase in market interest rates may lead purchasers to demand a higher annual dividend rate, which could adversely affect the market price of Regency’sour stock. A decrease in the market price of Regency’sour common stock could reduce Regency’sour ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing Regency shareholders.
Risk Factors Related to Federal Income Tax Laws for Regency
If we fail to qualify as a REIT for federal income tax purposes, we would be subject to federal income tax at regular corporate rates.
We believe that Regency qualifieswe qualify for taxation as a REIT for federal income tax purposes, and Regency planswe plan to operate so that we can continue to meet the requirements for taxation as a REIT. If we qualify as a REIT, we generally will not be subject to federal income tax on our income that we distribute currently to our stockholders. Many of the 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 IRS or a court would agree with the positions we have taken in interpreting the REIT requirements. We also are required to distribute to our stockholders at least 90% of our REIT taxable income, (excludingexcluding capital gains).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. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the Internal Revenue Service 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, we would have to pay significant income taxes. Thistaxes and this would likely have a significant adverse affect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders.
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 areinclude 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.
In addition, any net taxable income earned directly by our taxable affiliates, including Regency Realty Group, Inc., our taxable REIT subsidiary, is subject to federal and state corporate income tax. Several provisions of the laws applicable to REITsREIT’s and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments made to an affiliated REIT. In addition, a REIT has to pay a 100% penalty tax on some payments that it receives if the economic arrangements between the REIT, the REIT’s tenants and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.unit holders.
A REIT may not own securities in any one issuer if the value of those securities exceeds 5% of the value of the REIT’s total assets or the securities owned by the REIT represent more than 10% of the issuer’s outstanding voting securities or 10% of the value of the issuer’s outstanding securities. An exception to these tests allows a REIT to own securities of a subsidiary that exceed the 5% value test and the 10% value tests if the subsidiary elects to be a “taxable REIT subsidiary.” We are not able to own securities of taxable REIT subsidiaries that represent in the aggregate more than 20%25% of the value of our total assets. We currently own more than 10% of the total value of the outstanding securities of Regency Realty Group, Inc., which has elected to be a taxable REIT subsidiary.
Risk Factors Related to Our Ownership Limitations, the Florida Business Corporation Act and Certain Other Matters
Restrictions on the ownership of our capital stock to preserve our REIT status could delay or prevent a change in control.
Ownership of more than 7% by value of Regency’s outstanding capital stock by certain persons is restricted for the purpose of maintaining Regency’s qualification as a REIT, with certain exceptions. This 7% limitation may discourage a change in control and may also (i) deter tender offers for ourRegency’s capital stock, which offers may be attractive to ourRegency’s stockholders, or (ii) limit the opportunity for ourRegency’s 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 ourRegency’s outstanding capital stock or to effect a change in control.
The issuance of our capital stock could delay or prevent a change in control.
Regency’s articles of incorporation authorize Regency’s boardBoard of directorsDirectors 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 even if a change in control were in Regency’s stockholders’ interest. 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 Regency’s disinterested stockholders.
Item 1B. | Unresolved Staff Comments |
The Partnership has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding December 31, 20072008 that remain unresolved.
Item 2. | Properties |
The following table is a list of the shopping centers summarized by state and in order of largest holdings presented on a Combined Basis (includes properties owned by unconsolidated co-investment partnerships):
December 31, 2007 | December 31, 2006 | December 31, 2008 | December 31, 2007 | |||||||||||||||||||||||||||||||||||||
Location | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | ||||||||||||||||||||||||
California | 73 | 9,615,484 | 18.8 | % | 89.9 | % | 71 | 9,521,497 | 20.2 | % | 88.6 | % | 76 | 9,597,194 | 19.3 | % | 91.9 | % | 73 | 9,615,484 | 18.8 | % | 89.9 | % | ||||||||||||||||
Florida | 60 | 6,137,127 | 12.0 | % | 94.2 | % | 55 | 6,175,929 | 13.1 | % | 93.1 | % | 60 | 6,050,697 | 12.2 | % | 93.9 | % | 60 | 6,137,127 | 12.0 | % | 94.2 | % | ||||||||||||||||
Texas | 38 | 4,524,621 | 8.9 | % | 90.7 | % | 39 | 4,779,440 | 10.1 | % | 86.1 | % | 36 | 4,404,025 | 8.9 | % | 90.5 | % | 38 | 4,524,621 | 8.9 | % | 90.7 | % | ||||||||||||||||
Virginia | 34 | 4,153,392 | 8.1 | % | 93.8 | % | 33 | 3,884,864 | 8.2 | % | 94.1 | % | 30 | 3,799,919 | 7.6 | % | 95.6 | % | 34 | 4,153,392 | 8.1 | % | 93.8 | % | ||||||||||||||||
Illinois | 24 | 2,901,849 | 5.7 | % | 94.5 | % | 16 | 2,256,682 | 4.8 | % | 95.8 | % | 24 | 2,901,919 | 5.8 | % | 90.0 | % | 24 | 2,901,849 | 5.7 | % | 94.5 | % | ||||||||||||||||
Georgia | 30 | 2,628,658 | 5.1 | % | 94.0 | % | 32 | 2,735,441 | 5.8 | % | 92.6 | % | 30 | 2,648,555 | 5.3 | % | 92.7 | % | 30 | 2,628,658 | 5.1 | % | 94.0 | % | ||||||||||||||||
Ohio | 17 | 2,631,530 | 5.3 | % | 86.7 | % | 16 | 2,270,932 | 4.4 | % | 86.7 | % | ||||||||||||||||||||||||||||
Colorado | 22 | 2,424,813 | 4.8 | % | 91.4 | % | 21 | 2,345,224 | 5.0 | % | 91.8 | % | 22 | 2,285,926 | 4.6 | % | 91.4 | % | 22 | 2,424,813 | 4.8 | % | 91.4 | % | ||||||||||||||||
Ohio | 16 | 2,270,932 | 4.4 | % | 86.7 | % | 16 | 2,292,515 | 4.9 | % | 85.3 | % | ||||||||||||||||||||||||||||
Missouri | 23 | 2,265,472 | 4.4 | % | 97.9 | % | — | — | — | — | 23 | 2,265,422 | 4.6 | % | 96.8 | % | 23 | 2,265,472 | 4.4 | % | 97.9 | % | ||||||||||||||||||
North Carolina | 16 | 2,180,033 | 4.3 | % | 92.7 | % | 16 | 2,193,420 | 4.6 | % | 92.4 | % | 15 | 2,107,442 | 4.2 | % | 91.9 | % | 16 | 2,180,033 | 4.3 | % | 92.7 | % | ||||||||||||||||
Maryland | 18 | 2,058,337 | 4.0 | % | 95.0 | % | 18 | 2,058,329 | 4.4 | % | 94.6 | % | 16 | 1,873,759 | 3.8 | % | 94.0 | % | 18 | 2,058,337 | 4.0 | % | 95.0 | % | ||||||||||||||||
Pennsylvania | 14 | 1,596,969 | 3.1 | % | 87.4 | % | 13 | 1,649,570 | 3.5 | % | 90.1 | % | 12 | 1,441,791 | 2.9 | % | 90.1 | % | 14 | 1,596,969 | 3.1 | % | 87.4 | % | ||||||||||||||||
Washington | 14 | 1,332,518 | 2.6 | % | 98.5 | % | 11 | 1,172,684 | 2.5 | % | 94.5 | % | 13 | 1,255,836 | 2.5 | % | 97.0 | % | 14 | 1,332,518 | 2.6 | % | 98.5 | % | ||||||||||||||||
Oregon | 11 | 1,088,697 | 2.1 | % | 96.9 | % | 10 | 1,011,678 | 2.1 | % | 91.5 | % | 11 | 1,087,738 | 2.2 | % | 97.1 | % | 11 | 1,088,697 | 2.1 | % | 96.9 | % | ||||||||||||||||
Nevada | 3 | 774,736 | 1.5 | % | 43.7 | % | 1 | 119,313 | 0.3 | % | 87.4 | % | ||||||||||||||||||||||||||||
Delaware | 5 | 654,779 | 1.3 | % | 89.7 | % | 5 | 654,687 | 1.4 | % | 91.3 | % | ||||||||||||||||||||||||||||
Tennessee | 8 | 576,614 | 1.1 | % | 95.7 | % | 7 | 488,050 | 1.0 | % | 94.4 | % | 8 | 574,114 | 1.2 | % | 92.0 | % | 8 | 576,614 | 1.1 | % | 95.7 | % | ||||||||||||||||
Massachusetts | 3 | 561,176 | 1.1 | % | 86.2 | % | 3 | 568,099 | 1.2 | % | 83.7 | % | 3 | 561,186 | 1.1 | % | 93.4 | % | 3 | 561,176 | 1.1 | % | 86.2 | % | ||||||||||||||||
South Carolina | 9 | 547,735 | 1.1 | % | 92.5 | % | 9 | 536,847 | 1.1 | % | 97.5 | % | ||||||||||||||||||||||||||||
Nevada | 3 | 528,368 | 1.1 | % | 83.4 | % | 3 | 774,736 | 1.5 | % | 43.7 | % | ||||||||||||||||||||||||||||
Arizona | 4 | 496,073 | 1.0 | % | 98.8 | % | 4 | 496,087 | 1.1 | % | 99.3 | % | 4 | 496,073 | 1.0 | % | 94.3 | % | 4 | 496,073 | 1.0 | % | 98.8 | % | ||||||||||||||||
Minnesota | 3 | 483,938 | 1.0 | % | 96.2 | % | 3 | 483,938 | 1.0 | % | 96.5 | % | 3 | 483,938 | 1.0 | % | 92.9 | % | 3 | 483,938 | 1.0 | % | 96.2 | % | ||||||||||||||||
Delaware | 4 | 472,005 | 0.9 | % | 95.2 | % | 5 | 654,779 | 1.3 | % | 89.7 | % | ||||||||||||||||||||||||||||
South Carolina | 8 | 451,494 | 0.9 | % | 96.7 | % | 9 | 547,735 | 1.1 | % | 92.5 | % | ||||||||||||||||||||||||||||
Kentucky | 3 | 325,792 | 0.6 | % | 88.1 | % | 2 | 302,670 | 0.6 | % | 95.0 | % | 3 | 325,853 | 0.7 | % | 90.2 | % | 3 | 325,792 | 0.6 | % | 88.1 | % | ||||||||||||||||
Michigan | 4 | 303,457 | 0.6 | % | 89.6 | % | 4 | 303,412 | 0.6 | % | 87.6 | % | ||||||||||||||||||||||||||||
Alabama | 3 | 278,299 | 0.6 | % | 78.3 | % | 2 | 193,558 | 0.4 | % | 83.5 | % | ||||||||||||||||||||||||||||
Indiana | 6 | 273,256 | 0.5 | % | 81.9 | % | 5 | 193,370 | 0.4 | % | 70.9 | % | 6 | 273,279 | 0.6 | % | 76.4 | % | 6 | 273,256 | 0.5 | % | 81.9 | % | ||||||||||||||||
Wisconsin | 2 | 269,128 | 0.5 | % | 97.7 | % | 2 | 269,128 | 0.6 | % | 97.3 | % | 2 | 269,128 | 0.5 | % | 97.7 | % | 2 | 269,128 | 0.5 | % | 97.7 | % | ||||||||||||||||
Alabama | 2 | 193,558 | 0.4 | % | 83.5 | % | 2 | 193,558 | 0.4 | % | 82.2 | % | ||||||||||||||||||||||||||||
Connecticut | 1 | 179,860 | 0.4 | % | 100.0 | % | 1 | 179,730 | 0.4 | % | 100.0 | % | 1 | 179,860 | 0.4 | % | 100.0 | % | 1 | 179,860 | 0.4 | % | 100.0 | % | ||||||||||||||||
New Jersey | 2 | 156,482 | 0.3 | % | 95.2 | % | 2 | 156,482 | 0.3 | % | 97.8 | % | 2 | 156,482 | 0.3 | % | 96.2 | % | 2 | 156,482 | 0.3 | % | 95.2 | % | ||||||||||||||||
Michigan | 2 | 118,273 | 0.2 | % | 84.9 | % | 4 | 303,457 | 0.6 | % | 89.6 | % | ||||||||||||||||||||||||||||
New Hampshire | 1 | 91,692 | 0.2 | % | 74.8 | % | 2 | 125,173 | 0.3 | % | 74.8 | % | 1 | 84,793 | 0.2 | % | 80.4 | % | 1 | 91,692 | 0.2 | % | 74.8 | % | ||||||||||||||||
Dist. of Columbia | 2 | 39,646 | 0.1 | % | 79.4 | % | 2 | 39,645 | 0.1 | % | 89.4 | % | 2 | 39,647 | 0.1 | % | 100.0 | % | 2 | 39,646 | 0.1 | % | 79.4 | % | ||||||||||||||||
Total | 451 | 51,106,824 | 100.0 | % | 91.7 | % | 405 | 47,187,462 | 100.0 | % | 91.0 | % | 440 | 49,644,545 | 100.0 | % | 92.3 | % | 451 | 51,106,824 | 100.0 | % | 91.7 | % | ||||||||||||||||
The Combined Properties include the consolidated and unconsolidated properties which are encumbered by notes payable of $240.3 million and mortgage loans of $2.7 billion, respectively.
Item 2. | Properties (continued) |
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, 2007 | December 31, 2006 | December 31, 2008 | December 31, 2007 | |||||||||||||||||||||||||||||||||||||
Location | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | ||||||||||||||||||||||||
California | 44 | 5,656,656 | 22.0 | % | 86.8 | % | 46 | 5,861,515 | 23.8 | % | 84.9 | % | 46 | 5,668,350 | 23.5 | % | 89.7 | % | 44 | 5,656,656 | 22.0 | % | 86.8 | % | ||||||||||||||||
Florida | 42 | 4,376,530 | 17.0 | % | 94.4 | % | 34 | 4,054,604 | 16.4 | % | 93.6 | % | 41 | 4,198,414 | 17.4 | % | 94.4 | % | 42 | 4,376,530 | 17.0 | % | 94.4 | % | ||||||||||||||||
Texas | 29 | 3,404,741 | 13.2 | % | 88.7 | % | 30 | 3,629,118 | 14.7 | % | 82.5 | % | 28 | 3,371,380 | 13.9 | % | 89.9 | % | 29 | 3,404,741 | 13.2 | % | 88.7 | % | ||||||||||||||||
Ohio | 14 | 2,015,751 | 7.8 | % | 85.5 | % | 14 | 2,037,134 | 8.3 | % | 83.6 | % | 14 | 1,985,392 | 8.2 | % | 85.3 | % | 14 | 2,015,751 | 7.8 | % | 85.5 | % | ||||||||||||||||
Georgia | 16 | 1,409,725 | 5.5 | % | 92.9 | % | 16 | 1,408,407 | 5.7 | % | 89.7 | % | 16 | 1,409,622 | 5.8 | % | 92.0 | % | 16 | 1,409,725 | 5.5 | % | 92.9 | % | ||||||||||||||||
Colorado | 14 | 1,130,771 | 4.7 | % | 86.2 | % | 14 | 1,277,505 | 5.0 | % | 88.3 | % | ||||||||||||||||||||||||||||
Virginia | 10 | 1,315,651 | 5.1 | % | 89.0 | % | 9 | 1,018,531 | 4.1 | % | 89.1 | % | 7 | 958,825 | 4.0 | % | 90.8 | % | 10 | 1,315,651 | 5.1 | % | 89.0 | % | ||||||||||||||||
Colorado | 14 | 1,277,505 | 5.0 | % | 88.3 | % | 13 | 1,158,670 | 4.7 | % | 89.0 | % | ||||||||||||||||||||||||||||
North Carolina | 10 | 1,023,768 | 4.0 | % | 93.5 | % | 9 | 947,413 | 3.8 | % | 95.3 | % | 9 | 951,177 | 3.9 | % | 94.6 | % | 10 | 1,023,768 | 4.0 | % | 93.5 | % | ||||||||||||||||
Oregon | 8 | 734,027 | 2.8 | % | 97.4 | % | 7 | 657,008 | 2.7 | % | 88.8 | % | 8 | 733,068 | 3.0 | % | 98.4 | % | 8 | 734,027 | 2.8 | % | 97.4 | % | ||||||||||||||||
Washington | 7 | 538,155 | 2.2 | % | 95.9 | % | 8 | 614,837 | 2.4 | % | 98.6 | % | ||||||||||||||||||||||||||||
Tennessee | 7 | 488,049 | 2.0 | % | 91.2 | % | 7 | 490,549 | 1.9 | % | 95.1 | % | ||||||||||||||||||||||||||||
Nevada | 2 | 675,672 | 2.6 | % | 35.6 | % | 1 | 119,313 | 0.5 | % | 87.4 | % | 2 | 429,304 | 1.8 | % | 81.1 | % | 2 | 675,672 | 2.6 | % | 35.6 | % | ||||||||||||||||
Washington | 8 | 614,837 | 2.4 | % | 98.6 | % | 6 | 555,666 | 2.3 | % | 90.3 | % | ||||||||||||||||||||||||||||
Pennsylvania | 5 | 534,741 | 2.1 | % | 72.9 | % | 4 | 587,592 | 2.4 | % | 78.1 | % | ||||||||||||||||||||||||||||
Tennessee | 7 | 490,549 | 1.9 | % | 95.1 | % | 7 | 488,050 | 2.0 | % | 94.4 | % | ||||||||||||||||||||||||||||
Illinois | 3 | 414,996 | 1.6 | % | 92.2 | % | 3 | 415,011 | 1.7 | % | 93.6 | % | 3 | 414,996 | 1.7 | % | 84.7 | % | 3 | 414,996 | 1.6 | % | 92.2 | % | ||||||||||||||||
Arizona | 3 | 388,440 | 1.5 | % | 99.0 | % | 3 | 388,440 | 1.6 | % | 99.1 | % | 3 | 388,440 | 1.6 | % | 93.0 | % | 3 | 388,440 | 1.5 | % | 99.0 | % | ||||||||||||||||
Massachusetts | 2 | 375,897 | 1.5 | % | 79.4 | % | 2 | 382,820 | 1.5 | % | 76.1 | % | 2 | 375,907 | 1.6 | % | 90.5 | % | 2 | 375,897 | 1.5 | % | 79.4 | % | ||||||||||||||||
Pennsylvania | 4 | 347,430 | 1.4 | % | 77.6 | % | 5 | 534,741 | 2.1 | % | 72.9 | % | ||||||||||||||||||||||||||||
Delaware | 2 | 240,418 | 1.0 | % | 99.2 | % | 2 | 240,418 | 0.9 | % | 99.6 | % | ||||||||||||||||||||||||||||
Michigan | 4 | 303,457 | 1.2 | % | 89.6 | % | 4 | 303,412 | 1.2 | % | 87.6 | % | 2 | 118,273 | 0.5 | % | 84.9 | % | 4 | 303,457 | 1.2 | % | 89.6 | % | ||||||||||||||||
Delaware | 2 | 240,418 | 0.9 | % | 99.6 | % | 2 | 240,418 | 1.0 | % | 98.7 | % | ||||||||||||||||||||||||||||
South Carolina | 3 | 170,663 | 0.7 | % | 79.1 | % | 2 | 91,361 | 0.4 | % | 94.7 | % | ||||||||||||||||||||||||||||
Maryland | 1 | 129,340 | 0.5 | % | 77.3 | % | 1 | 129,940 | 0.5 | % | 67.0 | % | 1 | 106,915 | 0.4 | % | 77.8 | % | 1 | 129,340 | 0.5 | % | 77.3 | % | ||||||||||||||||
New Hampshire | 1 | 91,692 | 0.4 | % | 74.8 | % | 2 | 125,173 | 0.5 | % | 74.8 | % | 1 | 84,793 | 0.4 | % | 80.4 | % | 1 | 91,692 | 0.4 | % | 74.8 | % | ||||||||||||||||
Alabama | 1 | 84,741 | 0.4 | % | 68.7 | % | — | — | — | — | ||||||||||||||||||||||||||||||
South Carolina | 2 | 74,422 | 0.3 | % | 90.6 | % | 3 | 170,663 | 0.7 | % | 79.1 | % | ||||||||||||||||||||||||||||
Indiana | 3 | 54,487 | 0.2 | % | 44.5 | % | 3 | 54,486 | 0.2 | % | 23.5 | % | 3 | 54,510 | 0.2 | % | 34.1 | % | 3 | 54,487 | 0.2 | % | 44.5 | % | ||||||||||||||||
Kentucky | 1 | 23,122 | 0.1 | % | — | — | — | — | — | 1 | 23,184 | 0.1 | % | 33.6 | % | 1 | 23,122 | 0.1 | % | — | ||||||||||||||||||||
Total | 232 | 25,722,665 | 100.0 | % | 88.1 | % | 218 | 24,654,082 | 100.0 | % | 87.3 | % | 224 | 24,176,536 | 100.0 | % | 90.2 | % | 232 | 25,722,665 | 100.0 | % | 88.1 | % | ||||||||||||||||
The Consolidated Properties are encumbered by notes payable of $202.7$240.3 million.
Item 2. | Properties (continued) |
The following table is a list of the shopping centers summarized by state and in order of largest holdings presented for Unconsolidated Properties (only properties owned by unconsolidated co-investment partnerships):
December 31, 2007 | December 31, 2006 | December 31, 2008 | December 31, 2007 | |||||||||||||||||||||||||||||||||||||
Location | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | # Properties | GLA | % of Total GLA | % Leased | ||||||||||||||||||||||||
California | 29 | 3,958,828 | 15.6 | % | 94.4 | % | 25 | 3,659,982 | 16.2 | % | 94.5 | % | 30 | 3,928,844 | 15.4 | % | 94.9 | % | 29 | 3,958,828 | 15.6 | % | 94.4 | % | ||||||||||||||||
Virginia | 24 | 2,837,741 | 11.2 | % | 96.0 | % | 24 | 2,866,333 | 12.7 | % | 95.8 | % | 23 | 2,841,094 | 11.2 | % | 97.2 | % | 24 | 2,837,741 | 11.2 | % | 96.0 | % | ||||||||||||||||
Illinois | 21 | 2,486,853 | 9.8 | % | 94.9 | % | 13 | 1,841,671 | 8.2 | % | 96.3 | % | 21 | 2,486,923 | 9.8 | % | 90.9 | % | 21 | 2,486,853 | 9.8 | % | 94.9 | % | ||||||||||||||||
Missouri | 23 | 2,265,472 | 8.9 | % | 97.9 | % | — | ��� | — | — | 23 | 2,265,422 | 8.9 | % | 96.8 | % | 23 | 2,265,472 | 8.9 | % | 97.9 | % | ||||||||||||||||||
Florida | 19 | 1,852,283 | 7.3 | % | 92.6 | % | 18 | 1,760,597 | 6.9 | % | 93.6 | % | ||||||||||||||||||||||||||||
Maryland | 17 | 1,928,997 | 7.6 | % | 96.2 | % | 17 | 1,928,389 | 8.6 | % | 96.4 | % | 15 | 1,766,844 | 6.9 | % | 95.0 | % | 17 | 1,928,997 | 7.6 | % | 96.2 | % | ||||||||||||||||
Florida | 18 | 1,760,597 | 6.9 | % | 93.6 | % | 21 | 2,121,325 | 9.4 | % | 92.1 | % | ||||||||||||||||||||||||||||
Georgia | 14 | 1,218,933 | 4.8 | % | 95.3 | % | 16 | 1,327,034 | 5.9 | % | 95.7 | % | 14 | 1,238,933 | 4.9 | % | 93.6 | % | 14 | 1,218,933 | 4.8 | % | 95.3 | % | ||||||||||||||||
North Carolina | 6 | 1,156,265 | 4.6 | % | 92.0 | % | 7 | 1,246,007 | 5.5 | % | 90.1 | % | 6 | 1,156,265 | 4.5 | % | 89.7 | % | 6 | 1,156,265 | 4.6 | % | 92.0 | % | ||||||||||||||||
Colorado | 8 | 1,147,308 | 4.5 | % | 94.8 | % | 8 | 1,186,554 | 5.3 | % | 94.5 | % | 8 | 1,155,155 | 4.5 | % | 96.4 | % | 8 | 1,147,308 | 4.5 | % | 94.8 | % | ||||||||||||||||
Pennsylvania | 8 | 1,094,361 | 4.3 | % | 94.1 | % | 9 | 1,062,228 | 4.2 | % | 94.7 | % | ||||||||||||||||||||||||||||
Texas | 9 | 1,119,880 | 4.4 | % | 96.6 | % | 9 | 1,150,322 | 5.1 | % | 97.4 | % | 8 | 1,032,645 | 4.0 | % | 92.6 | % | 9 | 1,119,880 | 4.4 | % | 96.6 | % | ||||||||||||||||
Pennsylvania | 9 | 1,062,228 | 4.2 | % | 94.7 | % | 9 | 1,061,978 | 4.7 | % | 96.8 | % | ||||||||||||||||||||||||||||
Washington | 6 | 717,681 | 2.8 | % | 98.4 | % | 5 | 617,018 | 2.7 | % | 98.3 | % | 6 | 717,681 | 2.8 | % | 97.8 | % | 6 | 717,681 | 2.8 | % | 98.4 | % | ||||||||||||||||
Ohio | 3 | 646,138 | 2.5 | % | 91.0 | % | 2 | 255,181 | 1.0 | % | 96.5 | % | ||||||||||||||||||||||||||||
Minnesota | 3 | 483,938 | 1.9 | % | 96.2 | % | 3 | 483,938 | 2.2 | % | 96.5 | % | 3 | 483,938 | 1.9 | % | 92.9 | % | 3 | 483,938 | 1.9 | % | 96.2 | % | ||||||||||||||||
Delaware | 3 | 414,361 | 1.6 | % | 83.9 | % | 3 | 414,269 | 1.8 | % | 87.0 | % | ||||||||||||||||||||||||||||
South Carolina | 6 | 377,072 | 1.5 | % | 98.5 | % | 7 | 445,486 | 2.0 | % | 98.0 | % | 6 | 377,072 | 1.5 | % | 98.0 | % | 6 | 377,072 | 1.5 | % | 98.5 | % | ||||||||||||||||
Oregon | 3 | 354,670 | 1.4 | % | 96.0 | % | 3 | 354,670 | 1.6 | % | 96.5 | % | 3 | 354,670 | 1.4 | % | 94.3 | % | 3 | 354,670 | 1.4 | % | 96.0 | % | ||||||||||||||||
Kentucky | 2 | 302,670 | 1.2 | % | 94.8 | % | 2 | 302,670 | 1.3 | % | 95.0 | % | 2 | 302,669 | 1.2 | % | 94.6 | % | 2 | 302,670 | 1.2 | % | 94.8 | % | ||||||||||||||||
Wisconsin | 2 | 269,128 | 1.1 | % | 97.7 | % | 2 | 269,128 | 1.2 | % | 97.3 | % | 2 | 269,128 | 1.1 | % | 97.7 | % | 2 | 269,128 | 1.1 | % | 97.7 | % | ||||||||||||||||
Ohio | 2 | 255,181 | 1.0 | % | 96.5 | % | 2 | 255,381 | 1.1 | % | 99.0 | % | ||||||||||||||||||||||||||||
Delaware | 2 | 231,587 | 0.9 | % | 91.1 | % | 3 | 414,361 | 1.6 | % | 83.9 | % | ||||||||||||||||||||||||||||
Indiana | 3 | 218,769 | 0.9 | % | 91.2 | % | 2 | 138,884 | 0.6 | % | 89.5 | % | 3 | 218,769 | 0.9 | % | 87.0 | % | 3 | 218,769 | 0.9 | % | 91.2 | % | ||||||||||||||||
Alabama | 2 | 193,558 | 0.8 | % | 83.5 | % | 2 | 193,558 | 0.9 | % | 82.2 | % | 2 | 193,558 | 0.8 | % | 82.5 | % | 2 | 193,558 | 0.8 | % | 83.5 | % | ||||||||||||||||
Massachusetts | 1 | 185,279 | 0.7 | % | 100.0 | % | 1 | 185,279 | 0.8 | % | 99.4 | % | 1 | 185,279 | 0.7 | % | 99.4 | % | 1 | 185,279 | 0.7 | % | 100.0 | % | ||||||||||||||||
Connecticut | 1 | 179,860 | 0.7 | % | 100.0 | % | 1 | 179,730 | 0.8 | % | 100.0 | % | 1 | 179,860 | 0.7 | % | 100.0 | % | 1 | 179,860 | 0.7 | % | 100.0 | % | ||||||||||||||||
New Jersey | 2 | 156,482 | 0.6 | % | 95.2 | % | 2 | 156,482 | 0.7 | % | 97.8 | % | 2 | 156,482 | 0.6 | % | 96.2 | % | 2 | 156,482 | 0.6 | % | 95.2 | % | ||||||||||||||||
Arizona | 1 | 107,633 | 0.4 | % | 98.1 | % | 1 | 107,647 | 0.5 | % | 100.0 | % | 1 | 107,633 | 0.4 | % | 98.9 | % | 1 | 107,633 | 0.4 | % | 98.1 | % | ||||||||||||||||
Nevada | 1 | 99,064 | 0.4 | % | 98.9 | % | — | — | — | — | 1 | 99,064 | 0.4 | % | 93.0 | % | 1 | 99,064 | 0.4 | % | 98.9 | % | ||||||||||||||||||
Tennessee | 1 | 86,065 | 0.3 | % | 98.8 | % | — | — | — | — | 1 | 86,065 | 0.3 | % | 96.2 | % | 1 | 86,065 | 0.3 | % | 98.8 | % | ||||||||||||||||||
Dist. of Columbia | 2 | 39,646 | 0.2 | % | 79.4 | % | 2 | 39,645 | 0.2 | % | 89.4 | % | 2 | 39,647 | 0.2 | % | 100.0 | % | 2 | 39,646 | 0.2 | % | 79.4 | % | ||||||||||||||||
Total | 219 | 25,384,159 | 100.0 | % | 95.2 | % | 187 | 22,533,380 | 100.0 | % | 95.0 | % | 216 | 25,468,009 | 100.0 | % | 94.3 | % | 219 | 25,384,159 | 100.0 | % | 95.2 | % | ||||||||||||||||
The Unconsolidated Properties are encumbered by mortgage loans of $2.6$2.7 billion.
Item 2. | Properties (continued) |
The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus RCLP’s pro-rata share of Unconsolidated Properties as of December 31, 20072008 based upon a percentage of total annualized base rent exceeding .5%.
Tenant | GLA | Percent to Company Owned GLA | Rent | Percentage of Annualized Base Rent | Number of Leased Stores | Anchor Owned Stores (a) | GLA | Percent to Partnership Owned GLA | Rent | Percentage of Annualized Base Rent | Number of Leased Stores | Anchor Owned Stores (a) | ||||||||||||||||||
Kroger | 2,815,024 | 8.9 | % | $ | 26,580,497 | 5.89 | % | 60 | 8 | 2,626,656 | 9.0 | % | $ | 24,585,984 | 5.71 | % | 57 | 9 | ||||||||||||
Publix | 2,115,188 | 6.7 | % | 19,353,278 | 4.29 | % | 65 | 1 | 1,982,774 | 6.8 | % | 17,905,956 | 4.16 | % | 66 | 1 | ||||||||||||||
Safeway | 1,672,156 | 5.3 | % | 15,918,223 | 3.53 | % | 59 | 6 | 1,669,257 | 5.7 | % | 16,182,878 | 3.76 | % | 58 | 6 | ||||||||||||||
Supervalu | 1,004,004 | 3.2 | % | 11,430,702 | 2.53 | % | 33 | 2 | 937,795 | 3.2 | % | 10,510,610 | 2.44 | % | 33 | 3 | ||||||||||||||
CVS | 466,451 | 1.6 | % | 6,966,021 | 1.62 | % | 52 | — | ||||||||||||||||||||||
Blockbuster Video | 315,644 | 1.0 | % | 6,727,361 | 1.49 | % | 84 | — | 295,762 | 1.0 | % | 6,296,522 | 1.46 | % | 80 | — | ||||||||||||||
CVS | 270,823 | 0.9 | % | 4,703,665 | 1.04 | % | 41 | — | ||||||||||||||||||||||
TJX Companies | 433,886 | 1.5 | % | 4,449,824 | 1.03 | % | 27 | — | ||||||||||||||||||||||
Wells Fargo Bank | 71,798 | 0.2 | % | 3,606,331 | 0.84 | % | 51 | — | ||||||||||||||||||||||
Starbucks | 103,040 | 0.4 | % | 3,436,229 | 0.80 | % | 97 | — | ||||||||||||||||||||||
JPMorgan Chase Bank | 94,583 | 0.3 | % | 3,323,739 | 0.77 | % | 36 | — | ||||||||||||||||||||||
Sears Holdings | 435,225 | 1.5 | % | 3,270,528 | 0.76 | % | 14 | 2 | ||||||||||||||||||||||
Walgreens | 207,823 | 0.7 | % | 3,149,986 | 0.73 | % | 20 | — | ||||||||||||||||||||||
PETCO | 165,339 | 0.6 | % | 2,970,225 | 0.69 | % | 22 | — | ||||||||||||||||||||||
Rite Aid | 221,440 | 0.8 | % | 2,966,555 | 0.69 | % | 32 | — | ||||||||||||||||||||||
Schnucks | 309,522 | 1.1 | % | 2,695,784 | 0.63 | % | 31 | — | ||||||||||||||||||||||
Bank of America | 70,644 | 0.2 | % | 2,680,761 | 0.62 | % | 31 | — | ||||||||||||||||||||||
Hallmark | 156,512 | 0.5 | % | 2,676,729 | 0.62 | % | 59 | — | ||||||||||||||||||||||
Subway | 89,453 | 0.3 | % | 2,539,466 | 0.59 | % | 115 | — | ||||||||||||||||||||||
H.E.B. | 210,413 | 0.7 | % | 2,499,163 | 0.58 | % | 4 | — | ||||||||||||||||||||||
Ross Dress For Less | 174,379 | 0.6 | % | 2,346,730 | 0.54 | % | 16 | — | ||||||||||||||||||||||
The UPS Store | 94,034 | 0.3 | % | 2,336,115 | 0.54 | % | 110 | — | ||||||||||||||||||||||
Harris Teeter | 182,108 | 0.6 | % | 2,315,621 | 0.54 | % | 7 | — | ||||||||||||||||||||||
Best Buy | 113,280 | 0.4 | % | 2,310,476 | 0.54 | % | 7 | — | ||||||||||||||||||||||
Stater Bros. | 151,151 | 0.5 | % | 2,300,289 | 0.53 | % | 5 | — | ||||||||||||||||||||||
PetSmart | 149,326 | 0.5 | % | 2,276,767 | 0.53 | % | 11 | — | ||||||||||||||||||||||
Whole Foods | 144,754 | 0.5 | % | 4,487,427 | 0.99 | % | 5 | — | 109,613 | 0.4 | % | 2,250,494 | 0.52 | % | 5 | — | ||||||||||||||
TJX Companies | 434,184 | 1.4 | % | 4,444,445 | 0.98 | % | 27 | — | ||||||||||||||||||||||
Harris Teeter | 346,382 | 1.1 | % | 4,004,525 | 0.89 | % | 9 | — | ||||||||||||||||||||||
Walgreens | 239,870 | 0.8 | % | 3,981,447 | 0.88 | % | 23 | — | ||||||||||||||||||||||
Staples | 147,312 | 0.5 | % | 2,224,514 | 0.52 | % | 12 | — | ||||||||||||||||||||||
Sports Authority | 129,427 | 0.4 | % | 2,211,673 | 0.51 | % | 4 | — | ||||||||||||||||||||||
Michael’s | 194,815 | 0.7 | % | 2,188,080 | 0.51 | % | 13 | — | ||||||||||||||||||||||
Target | 268,864 | 0.9 | % | 2,186,323 | 0.51 | % | 3 | 22 | ||||||||||||||||||||||
Ahold | 248,795 | 0.8 | % | 3,666,951 | 0.81 | % | 11 | — | 191,645 | 0.7 | % | 2,161,122 | 0.50 | % | 10 | — | ||||||||||||||
Starbucks | 103,140 | 0.3 | % | 3,258,350 | 0.72 | % | 95 | — | ||||||||||||||||||||||
Sears Holdings | 433,809 | 1.4 | % | 3,237,083 | 0.72 | % | 16 | 1 | ||||||||||||||||||||||
Rite Aid | 227,691 | 0.7 | % | 3,191,160 | 0.71 | % | 35 | — | ||||||||||||||||||||||
Washington Mutual Bank | 92,010 | 0.3 | % | 2,997,406 | 0.66 | % | 39 | — | ||||||||||||||||||||||
Hallmark | 165,085 | 0.5 | % | 2,844,081 | 0.63 | % | 61 | — | ||||||||||||||||||||||
Best Buy | 137,564 | 0.4 | % | 2,812,624 | 0.62 | % | 7 | — | ||||||||||||||||||||||
PETCO | 156,164 | 0.5 | % | 2,710,930 | 0.60 | % | 20 | — | ||||||||||||||||||||||
Schnucks | 309,522 | 1.0 | % | 2,695,784 | 0.60 | % | 31 | — | ||||||||||||||||||||||
Ross Dress For Less | 198,594 | 0.6 | % | 2,637,377 | 0.58 | % | 16 | — | ||||||||||||||||||||||
Bank of America | 69,566 | 0.2 | % | 2,630,181 | 0.58 | % | 31 | — | ||||||||||||||||||||||
Kohl’s | 315,680 | 1.0 | % | 2,547,527 | 0.56 | % | 4 | — | ||||||||||||||||||||||
Longs Drug | 211,818 | 0.7 | % | 2,516,809 | 0.56 | % | 15 | — | ||||||||||||||||||||||
H.E.B. | 210,413 | 0.7 | % | 2,499,163 | 0.55 | % | 4 | — | ||||||||||||||||||||||
Subway | 90,621 | 0.3 | % | 2,488,934 | 0.55 | % | 116 | — | ||||||||||||||||||||||
L.A. Fitness Sports Club | 138,188 | 0.4 | % | 2,483,484 | 0.55 | % | 4 | — | ||||||||||||||||||||||
The UPS Store | 98,293 | 0.3 | % | 2,358,410 | 0.52 | % | 112 | — | ||||||||||||||||||||||
Staples | 167,316 | 0.5 | % | 2,339,828 | 0.52 | % | 12 | — | ||||||||||||||||||||||
Stater Bros. | 151,151 | 0.5 | % | 2,300,289 | 0.51 | % | 5 | — |
(a) | Stores owned by anchor tenant that are attached to our centers. |
RCLP’s leases have terms generally ranging from three to five years for tenant space under 5,000 square feet. 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 rentals,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.
Item 2. | Properties (continued) |
The following table sets forth a schedule of lease expirations for the next ten years and thereafter, assuming no tenants renew their leases:
Lease Expiration Year | Expiring GLA (2) | Percent of Total Company GLA (2) | Minimum Rent Expiring Leases (3) | Percent of Total Minimum Rent (3) | Expiring GLA (2) | Percent of Total Partnership GLA (2) | Minimum Rent Expiring Leases (3) | Percent of Minimum Rent (3) | ||||||||||||||
(1) | 482,215 | 2.6 | % | $ | 8,056,099 | 2.5 | % | 321,286 | 1.2 | % | $ | 5,883,035 | 1.4 | % | ||||||||
2008 | 1,800,898 | 9.8 | % | 34,557,885 | 10.5 | % | ||||||||||||||||
2009 | 2,581,489 | 14.0 | % | 48,346,537 | 14.7 | % | 1,925,845 | 7.4 | % | 37,125,786 | 8.6 | % | ||||||||||
2010 | 2,543,345 | 13.8 | % | 47,601,932 | 14.5 | % | 2,431,621 | 9.4 | % | 45,949,295 | 10.7 | % | ||||||||||
2011 | 2,845,531 | 15.4 | % | 49,952,956 | 15.2 | % | 2,954,151 | 11.4 | % | 52,293,040 | 12.1 | % | ||||||||||
2012 | 3,254,578 | 17.7 | % | 58,570,659 | 17.8 | % | 3,227,004 | 12.5 | % | 58,804,328 | 13.7 | % | ||||||||||
2013 | 1,269,126 | 6.9 | % | 21,102,490 | 6.4 | % | 2,537,624 | 9.8 | % | 49,051,657 | 11.4 | % | ||||||||||
2014 | 783,656 | 4.3 | % | 11,394,840 | 3.5 | % | 1,256,946 | 4.9 | % | 20,669,720 | 4.8 | % | ||||||||||
2015 | 741,434 | 4.0 | % | 11,841,862 | 3.6 | % | 750,931 | 2.9 | % | 12,577,954 | 2.9 | % | ||||||||||
2016 | 836,198 | 4.5 | % | 14,072,697 | 4.3 | % | 739,725 | 2.9 | % | 12,526,878 | 2.9 | % | ||||||||||
2017 | 1,280,552 | 7.0 | % | 23,103,472 | 7.0 | % | 1,242,402 | 4.8 | % | 21,744,597 | 5.0 | % | ||||||||||
2018 | 1,340,798 | 5.2 | % | 21,291,183 | 4.9 | % | ||||||||||||||||
Thereafter | 7,131,604 | 27.6 | % | 92,852,925 | 21.6 | % | ||||||||||||||||
10 Year Total | 18,419,022 | 100.0 | % | 328,601,429 | 100.0 | % | ||||||||||||||||
Total | 25,859,937 | 100.0 | % | $ | 430,770,398 | 100.0 | % | |||||||||||||||
(1) | leased currently under month to month rent or in process of renewal |
(2) | represents GLA for Consolidated Properties plus RCLP’s pro-rata share of Unconsolidated Properties |
(3) |
See the following Combined Basis property table and also see Item 7, Management’s Discussion and Analysis for further information about RCLP’s properties.
Property Name | Year Acquired | Year Constructed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocery | Drug Store & Other Anchors > 10,000 Sq Ft | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | ||||||||||||||
CALIFORNIA | ||||||||||||||||||||||||||
Los Angeles/ Southern CA | ||||||||||||||||||||||||||
4S Commons Town Center | 2004 | 2004 | 240,118 | 98.8 | % | Ralphs | Metropolis Funiture, Griffin Ace Hardware, Sav-On Drugs, Cost Plus, Bed Bath & Beyond, LA Fitness | 2004 | 2004 | 240,060 | 98.5 | % | Ralphs, Jimbo’s...Naturally! | Bed Bath & Beyond, Cost Plus World Market, CVS, Griffin Ace Hardware | ||||||||||||
Amerige Heights Town Center (4) | 2000 | 2000 | 96,679 | 98.5 | % | Albertsons | (Target) | 2000 | 2000 | 96,680 | 100.0 | % | Albertsons, (Target) | — | ||||||||||||
Bear Creek Village Center (4) | 2003 | 2004 | 75,220 | 97.6 | % | Stater Bros. | — | 2003 | 2004 | 75,220 | 96.3 | % | Stater Bros. | — | ||||||||||||
Brea Marketplace (4) | 2005 | 1987 | 298,311 | 77.6 | % | — | 24 Hour Fitness, Circuit City, Big 5 Sporting Goods, Toys “R” Us, Beverages & More, Childtime Childcare, Crown Books Liquidation Center | 2005 | 1987 | 193,172 | 93.1 | % | Sprout’s Markets, Toys “R” Us | 24 Hour Fitness, Circuit City, Big 5 Sporting Goods, Beverages & More!, Childtime Childcare | ||||||||||||
Campus Marketplace (4) | 2000 | 2000 | 144,289 | 98.9 | % | Ralphs | Longs Drug, Discovery Isle Child Development Center | 2000 | 2000 | 144,289 | 98.1 | % | Ralphs | Longs Drug, Discovery Isle Child Development Center | ||||||||||||
Costa Verde | 1999 | 1988 | 178,623 | 94.2 | % | Bristol Farms | Bookstar, The Boxing Club | |||||||||||||||||||
El Camino | 1999 | 1995 | 135,728 | 100.0 | % | Von’s Food & Drug | Sav-On Drugs | |||||||||||||||||||
Costa Verde Center | 1999 | 1988 | 178,623 | 94.6 | % | Bristol Farms | Bookstar, The Boxing Club, Pharmaca Integrative Pharmacy | |||||||||||||||||||
El Camino Shopping Center | 1999 | 1995 | 135,728 | 100.0 | % | Von’s Food & Drug | Sav-On Drugs | |||||||||||||||||||
El Norte Pkwy Plaza | 1999 | 1984 | 90,679 | 98.0 | % | Von’s Food & Drug | Longs Drug | 1999 | 1984 | 90,679 | 95.5 | % | Von’s Food & Drug | Longs Drug | ||||||||||||
Falcon Ridge Town Center Phase I (4) | 2003 | 2004 | 232,754 | 100.0 | % | Stater Bros. | (Target), Sports Authority, Ross Dress for Less, Linen’s-N-Things, Michaels, Pier 1 Imports | 2003 | 2004 | 232,754 | 87.3 | % | Stater Bros., (Target) | Sports Authority, Ross Dress for Less, Party City, Michaels, Pier 1 Imports | ||||||||||||
Falcon Ridge Town Center Phase II (4) | 2005 | 2005 | 66,864 | 100.0 | % | — | 24 Hour Fitness, Sav On | 2005 | 2005 | 66,864 | 100.0 | % | 24 Hour Fitness | CVS | ||||||||||||
Five Points Shopping Center (4) | 2005 | 1960 | 144,553 | 100.0 | % | Albertsons | Longs Drug, Ross Dress for Less, Big 5 Sporting Goods | 2005 | 1960 | 144,553 | 100.0 | % | Albertsons | Longs Drug, Ross Dress for Less, Big 5 Sporting Goods | ||||||||||||
French Valley | 2004 | 2004 | 99,019 | 93.6 | % | Stater Bros. | — | |||||||||||||||||||
Friars Mission | 1999 | 1989 | 146,898 | 99.2 | % | Ralphs | Longs Drug | |||||||||||||||||||
Garden Village Shopping Center (4) | 2000 | 2000 | 112,767 | 100.0 | % | Albertsons | Rite Aid | |||||||||||||||||||
French Valley Village Center | 2004 | 2004 | 98,919 | 90.7 | % | Stater Bros. | Sav-On Drugs | |||||||||||||||||||
Friars Mission Center | 1999 | 1989 | 146,898 | 100.0 | % | Ralphs | Longs Drug | |||||||||||||||||||
Garden Village (4) | 2000 | 2000 | 112,767 | 98.4 | % | Albertsons | Rite Aid | |||||||||||||||||||
Gelson’s Westlake Market Plaza | 2002 | 2002 | 84,975 | 100.0 | % | Gelson’s Markets | John of Italy Salon & Spa | 2002 | 2002 | 84,975 | 96.9 | % | Gelson’s Markets | — | ||||||||||||
Golden Hills Promenade (3) | 2006 | 2006 | 290,888 | 60.0 | % | — | — | 2006 | 2006 | 288,252 | 69.7 | % | Lowe’s | Bed Bath & Beyond | ||||||||||||
Granada Village (4) | 2005 | 1965 | 224,649 | 76.3 | % | — | Rite Aid, TJ Maxx, Stein Mart | 2005 | 1965 | 224,649 | 72.3 | % | — | Rite Aid, TJ Maxx, Stein Mart | ||||||||||||
Hasley Canyon Village | 2003 | 2003 | 65,801 | 100.0 | % | Ralphs | — | 2003 | 2003 | 65,801 | 97.5 | % | Ralphs | — | ||||||||||||
Heritage Plaza | 1999 | 1981 | 231,582 | 99.8 | % | Ralphs | Sav-On Drugs, Hands On Bicycles, Inc., Total Woman, Irvine Ace Hardware | 1999 | 1981 | 231,582 | 99.4 | % | Ralphs | CVS, Hands On Bicycles, Total Woman, Ace Hardware | ||||||||||||
Highland Greenspot (3) | 2007 | 2007 | 92,450 | 48.7 | % | — | — | |||||||||||||||||||
Highland Crossing (3) | 2007 | 2007 | 39,920 | 0.0 | % | LA Fitness | — | |||||||||||||||||||
Indio-Jackson (3) | 2006 | 2006 | 355,469 | 30.3 | % | (WinCo) | 24 Hour Fitness, PETCO | 2006 | 2006 | 230,382 | 49.5 | % | (Home Depot), (WinCo) | CVS, 24 Hour Fitness, PETCO, Staples | ||||||||||||
Jefferson Square (3) | 2007 | 2007 | 102,832 | 13.6 | % | Fresh & Easy | — | 2007 | 2007 | 38,013 | 74.7 | % | Fresh & Easy | CVS | ||||||||||||
Laguna Niguel Plaza (4) | 2005 | 1985 | 41,943 | 93.9 | % | (Albertsons) | Sav-On Drugs | 2005 | 1985 | 41,943 | 97.9 | % | (Albertsons) | CVS | ||||||||||||
Marina Shores (4) | 2008 | 2001 | 67,727 | 93.4 | % | — | PETCO | |||||||||||||||||||
Morningside Plaza | 1999 | 1996 | 91,222 | 95.5 | % | Stater Bros. | — | 1999 | 1996 | 91,211 | 95.1 | % | Stater Bros. | — | ||||||||||||
Murrieta Marketplace (3) | 2008 | 2008 | 233,194 | 77.8 | % | (Target), Lowe’s | Staples | |||||||||||||||||||
Navajo Shopping Center (4) | 2005 | 1964 | 102,138 | 100.0 | % | Albertsons | Rite Aid, Kragen Auto Parts | 2005 | 1964 | 102,138 | 98.4 | % | Albertsons | Rite Aid, Kragen Auto Parts | ||||||||||||
Newland Center | 1999 | 1985 | 149,140 | 100.0 | % | Albertsons | — | 1999 | 1985 | 149,140 | 100.0 | % | Albertsons | — | ||||||||||||
Oakbrook Plaza | 1999 | 1982 | 83,279 | 98.3 | % | Albertsons | (Longs Drug) | 1999 | 1982 | 83,279 | 96.4 | % | Albertsons | (Longs Drug) | ||||||||||||
Park Plaza Shopping Center (4) | 2001 | 1991 | 194,396 | 97.7 | % | Henry’s Marketplace | Sav-On Drugs, PETCO, Ross Dress For Less, Office Depot | 2001 | 1991 | 194,396 | 95.6 | % | Henry’s Marketplace | CVS, PETCO, Ross Dress For Less, Office Depot, Tuesday Morning | ||||||||||||
Plaza Hermosa | 1999 | 1984 | 94,940 | 100.0 | % | Von’s Food & Drug | Sav-On Drugs | 1999 | 1984 | 94,940 | 100.0 | % | Von’s Food & Drug | Sav-On Drugs | ||||||||||||
Point Loma Plaza (4) | 2005 | 1987 | 212,774 | 95.6 | % | Von’s Food & Drug | Sport Chalet 5, 24 Hour Fitness, Jo-Ann Fabrics | 2005 | 1987 | 212,774 | 96.2 | % | Von’s Food & Drug | Sport Chalet 5, 24 Hour Fitness, Jo-Ann Fabrics | ||||||||||||
Rancho San Diego Village (4) | 2005 | 1981 | 152,896 | 98.2 | % | Von’s Food & Drug | (Longs Drug), 24 Hour Fitness | 2005 | 1981 | 153,255 | 97.9 | % | Von’s Food & Drug | (Longs Drug), 24 Hour Fitness | ||||||||||||
Rio Vista Town Center (3) | 2005 | 2005 | 72,619 | 68.7 | % | Stater Bros. | (CVS) | 2005 | 2005 | 79,519 | 64.4 | % | Stater Bros. | (CVS) | ||||||||||||
Rona Plaza | 1999 | 1989 | 51,760 | 100.0 | % | Food 4 Less | — | 1999 | 1989 | 51,760 | 100.0 | % | Superior Super Warehouse | — | ||||||||||||
Santa Ana Downtown | 1999 | 1987 | 100,306 | 97.6 | % | Food 4 Less | Famsa, Inc. | |||||||||||||||||||
Santa Maria Commons | 2005 | 2005 | 113,514 | 100.0 | % | — | Kohl’s, Rite Aid | |||||||||||||||||||
Santa Ana Downtown Plaza | 1999 | 1987 | 100,306 | 96.6 | % | Food 4 Less | Famsa, Inc. | |||||||||||||||||||
Seal Beach (4) | 2002 | 1966 | 90,172 | 72.4 | % | Von’s Food & Drug | CVS | 2002 | 1966 | 96,858 | 89.1 | % | Von’s Food & Drug | CVS | ||||||||||||
Shops of Santa Barbara | 2003 | 2004 | 51,568 | 86.0 | % | — | Circuit City | 2003 | 2004 | 46,118 | 84.0 | % | — | Circuit City | ||||||||||||
Shops of Santa Barbara Phase II (3) | 2004 | 2004 | 63,657 | 95.2 | % | Whole Foods | — | 2004 | 2004 | 51,848 | 57.3 | % | Whole Foods | — | ||||||||||||
Slauson & Central (3) | 2008 | 2008 | 77,300 | 58.2 | % | Northgate Market | — | |||||||||||||||||||
Twin Oaks Shopping Center (4) | 2005 | 1978 | 98,399 | 100.0 | % | Ralphs | Rite Aid | 2005 | 1978 | 98,399 | 100.0 | % | Ralphs | Rite Aid | ||||||||||||
Twin Peaks | 1999 | 1988 | 198,140 | 99.2 | % | Albertsons | Target | 1999 | 1988 | 198,140 | 97.6 | % | Albertsons, Target | — | ||||||||||||
Valencia Crossroads | 2002 | 2003 | 172,856 | 100.0 | % | Whole Foods | Kohl’s | 2002 | 2003 | 172,856 | 100.0 | % | Whole Foods, Kohl’s | — | ||||||||||||
Ventura Village | 1999 | 1984 | 76,070 | 97.3 | % | Von’s Food & Drug | — | |||||||||||||||||||
Vine at Castaic (3) | 2005 | 2005 | 30,236 | 74.3 | % | — | — | |||||||||||||||||||
Vista Village Phase I (4) | 2002 | 2003 | 129,009 | 99.4 | % | Krikorian Theaters, (Lowe’s) | — | |||||||||||||||||||
Vista Village Phase II (4) | 2002 | 2003 | 55,000 | 45.5 | % | Sprout’s Markets | — | |||||||||||||||||||
Vista Village IV | 2006 | 2006 | 11,000 | 100.0 | % | — | — | |||||||||||||||||||
Westlake Village Plaza and Center | 1999 | 1975 | 190,519 | 99.0 | % | Von’s Food & Drug | (CVS), Longs Drug, Total Woman | |||||||||||||||||||
Westridge Village | 2001 | 2003 | 92,287 | 98.2 | % | Albertsons | Beverages & More! | |||||||||||||||||||
Woodman Van Nuys | 1999 | 1992 | 107,614 | 98.6 | % | El Super | — | |||||||||||||||||||
San Francisco/ Northern CA | ||||||||||||||||||||||||||
Applegate Ranch Shopping Center (3) | 2006 | 2006 | 158,825 | 55.8 | % | (Super Target), (Home Depot) | Marshalls, PETCO, Big 5 Sporting Goods | |||||||||||||||||||
Auburn Village (4) | 2005 | 1990 | 133,944 | 100.0 | % | Bel Air Market | Dollar Tree, Goodwill Industries, (Longs Drug) | |||||||||||||||||||
Bayhill Shopping Center (4) | 2005 | 1990 | 121,846 | 100.0 | % | Mollie Stone’s Market | Longs Drug | |||||||||||||||||||
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft CALIFORNIA (continued) Los Angeles/ Southern CA Ventura Village Vine at Castaic (3) Vista Village Phase I (4) Vista Village Phase II (4) Vista Village IV Westlake Village Plaza and Center Westridge Woodman Van Nuys San Francisco/Northern CA Applegate Ranch Shopping Center (3) Auburn Village (4) Bayhill Shopping Center (4) Blossom Valley Clayton Valley Clovis Commons Corral Hollow (4) Diablo Plaza El Cerrito Plaza (4) Encina Grande Folsom Prairie City Crossing Loehmanns Plaza California Mariposa Shopping Center (4) Pleasant Hill Shopping Center (4) Powell Street Plaza Raley’s Supermarket (4) San Leandro Sequoia Station Silverado Plaza (4) Snell & Branham Plaza (4) Stanford Ranch Village (4) Strawflower Village Tassajara Crossing West Park Plaza Woodside Central Ygnacio Plaza (4) Subtotal/Weighted Average (CA) FLORIDA Ft. Myers / Cape Coral Corkscrew Village First Street Village (3) Grande Oak Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) 1999 1984 76,070 100.0 % Von’s Food & Drug — 2005 2005 30,236 82.6 % — — 2002 2003 129,009 100.0 % — Krikorian Theaters, Linen’s-N-Things, (Lowe’s) 2002 2003 55,000 100.0 % Sprout’s Markets (Staples) 2006 2006 11,000 88.2 % — — 1999 1975 190,519 99.0 % Von’s Food & Drug (Sav-On Drugs), Longs Drug, Total Woman 2001 2003 92,287 98.9 % Albertsons Beverages & More! 1999 1992 107,614 100.0 % Gigante — 2006 2006 179,131 28.4 % (Super Target) — 2005 1990 133,944 100.0 % Bel Air Market Goodwill Industries, (Longs Drug) 2005 1990 121,846 100.0 % Mollie Stone’s Market Longs Drug 1999 1990 93,316 98.9 % Safeway Longs Drug 2003 2004 260,853 93.0 % — Yardbirds Home Center, Longs Drugs, Dollar Tree 2004 2004 175,039 95.8 % (Super Target) (Super Target), Petsmart, TJ Maxx, Office Depot, Best Buy 2000 2000 167,184 98.6 % Safeway Longs Drug, Sears Orchard Supply & Hardware 1999 1982 63,265 100.0 % (Safeway) (Longs Drug), Jo-Ann Fabrics 2000 2000 256,035 86.5 % (Lucky’s), Trader Joe’s (Longs Drug), Bed, Bath & Beyond, Barnes & Noble, Copelands Sports, PETCO, Ross Dress For Less 1999 1965 102,499 92.9 % Safeway Walgreens 1999 1999 90,237 98.2 % Safeway — 1999 1983 113,310 98.0 % (Safeway) Longs Drug, Loehmann’s 2005 1957 126,658 98.2 % Safeway Longs Drug, Ross Dress for Less 2005 1970 233,679 99.2 % — Marshalls, Barnes & Noble, Toys “R” Us, Target 2001 1987 165,928 100.0 % Trader Joe’s Circuit City, Copeland Sports, Ethan Allen, Jo-Ann Fabrics, Ross Dress For Less 2007 1964 62,827 100.0 % Raley’s — 1999 1982 50,432 100.0 % (Safeway) (Longs Drug) 1999 1996 103,148 100.0 % (Safeway) Longs Drug, Barnes & Noble, Old Navy, Warehouse Music 2005 1974 84,916 100.0 % Nob Hill Longs Drug 2005 1988 99,350 100.0 % Safeway — 2005 1991 89,875 87.1 % Bel Air Market Plum Pharmacy 1999 1985 78,827 94.9 % Safeway (Longs Drug) 1999 1990 146,188 99.0 % Safeway Longs Drug, Ace Hardware 1999 1996 88,103 98.3 % Safeway Rite Aid 1999 1993 80,591 100.0 % — CEC Entertainment, Marshalls. (Target) 2005 1968 109,701 100.0 % — Rite Aid 9,615,484 89.9 % 2007 1997 82,011 100.0 % Publix — 2006 2006 54,926 83.2 % Publix — 2000 2000 78,784 100.0 % Publix —
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
CALIFORNIA (continued) | |||||||||||||
Blossom Valley | 1999 | 1990 | 93,316 | 100.0 | % | Safeway | Longs Drug | ||||||
Clayton Valley Shopping Center | 2003 | 2004 | 259,701 | 93.9 | % | Fresh & Easy, Yardbirds Home Center | Longs Drugs, Dollar Tree, Ross Dress For Less | ||||||
Clovis Commons | 2004 | 2004 | 174,990 | 93.1 | % | (Super Target) | Petsmart, TJ Maxx, Office Depot, Best Buy | ||||||
Corral Hollow (4) | 2000 | 2000 | 167,184 | 100.0 | % | Safeway, Orchard Supply & Hardware | Longs Drug | ||||||
Diablo Plaza | 1999 | 1982 | 63,265 | 100.0 | % | (Safeway) | (Longs Drug), Jo-Ann Fabrics | ||||||
El Cerrito Plaza (4) | 2000 | 2000 | 256,035 | 96.2 | % | (Lucky’s) | (Longs Drug), Bed Bath & Beyond, Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less | ||||||
Encina Grande | 1999 | 1965 | 102,413 | 99.0 | % | Safeway | Walgreens | ||||||
Folsom Prairie City Crossing | 1999 | 1999 | 90,237 | 98.9 | % | Safeway | — | ||||||
Gateway 101 (3) | 2008 | 2008 | 91,907 | 100.0 | % | (Home Depot), (Best Buy), Sports Authority, Nordstrom Rack | — | ||||||
Loehmanns Plaza California | 1999 | 1983 | 113,310 | 98.0 | % | (Safeway) | Longs Drug, Loehmann’s | ||||||
Mariposa Shopping Center (4) | 2005 | 1957 | 126,658 | 100.0 | % | Safeway | Longs Drug, Ross Dress for Less | ||||||
Pleasant Hill Shopping Center (4) | 2005 | 1970 | 234,061 | 99.2 | % | Target, Toys “R” Us | Barnes & Noble, Marshalls | ||||||
Powell Street Plaza | 2001 | 1987 | 165,928 | 92.4 | % | Trader Joe’s | Circuit City, Beverages & More!, Ross Dress For Less, Shane Company | ||||||
Raley’s Supermarket (4) | 2007 | 1964 | 62,827 | 100.0 | % | Raley’s | — | ||||||
San Leandro Plaza | 1999 | 1982 | 50,432 | 100.0 | % | (Safeway) | (Longs Drug) | ||||||
Sequoia Station | 1999 | 1996 | 103,148 | 100.0 | % | (Safeway) | Longs Drug, Barnes & Noble, Old Navy, Wherehouse Music | ||||||
Silverado Plaza (4) | 2005 | 1974 | 84,916 | 99.6 | % | Nob Hill | Longs Drug | ||||||
Snell & Branham Plaza (4) | 2005 | 1988 | 99,350 | 98.3 | % | Safeway | — | ||||||
Stanford Ranch Village (4) | 2005 | 1991 | 89,875 | 95.1 | % | Bel Air Market | — | ||||||
Strawflower Village | 1999 | 1985 | 78,827 | 97.6 | % | Safeway | (Longs Drug) | ||||||
Tassajara Crossing | 1999 | 1990 | 146,188 | 96.7 | % | Safeway | Longs Drug, Ace Hardware | ||||||
West Park Plaza | 1999 | 1996 | 88,103 | 98.0 | % | Safeway | Rite Aid | ||||||
Woodside Central | 1999 | 1993 | 80,591 | 100.0 | % | (Target) | Chuck E. Cheese, Marshalls | ||||||
Ygnacio Plaza (4) | 2005 | 1968 | 109,701 | 100.0 | % | — | Sports Basement, Rite Aid | ||||||
Subtotal/Weighted Average (CA) | 9,597,194 | 91.9 | % | ||||||||||
FLORIDA | |||||||||||||
Ft. Myers / Cape Coral | |||||||||||||
Corkscrew Village | 2007 | 1997 | 82,011 | 93.6 | % | Publix | — | ||||||
First Street Village (3) | 2006 | 2006 | 54,926 | 91.8 | % | Publix | — | ||||||
Grande Oak | 2000 | 2000 | 78,784 | 100.0 | % | Publix | — | ||||||
Jacksonville / North Florida | |||||||||||||
Anastasia Plaza (4) | 1993 | 1988 | 102,342 | 90.6 | % | Publix | — | ||||||
Canopy Oak Center (3)(4) | 2006 | 2006 | 90,043 | 79.4 | % | Publix | — | ||||||
Carriage Gate | 1994 | 1978 | 76,784 | 94.3 | % | — | Leon County Tax Collector, TJ Maxx | ||||||
Courtyard Shopping Center | 1993 | 1987 | 137,256 | 100.0 | % | (Publix), Target | — | ||||||
Fleming Island | 1998 | 2000 | 136,662 | 91.8 | % | Publix, (Target) | Stein Mart | ||||||
Hibernia Pavilion (3) | 2006 | 2006 | 51,298 | 92.5 | % | Publix | — | ||||||
Hibernia Plaza (3) | 2006 | 2006 | 8,400 | 33.3 | % | — | — | ||||||
Horton’s Corner | 2007 | 2007 | 14,820 | 100.0 | % | — | Walgreens | ||||||
John’s Creek Center (4) | 2003 | 2004 | 75,101 | 98.1 | % | Publix | — | ||||||
Julington Village (4) | 1999 | 1999 | 81,820 | 100.0 | % | Publix | (CVS) | ||||||
Millhopper Shopping Center | 1993 | 1974 | 84,065 | 100.0 | % | Publix | CVS, Jo-Ann Fabrics | ||||||
Newberry Square | 1994 | 1986 | 180,524 | 97.8 | % | Publix, K-Mart | Jo-Ann Fabrics | ||||||
Nocatee Town Center (3) | 2007 | 2007 | 69,806 | 77.8 | % | Publix | — | ||||||
Oakleaf Commons (3) | 2006 | 2006 | 73,719 | 79.1 | % | Publix | (Walgreens) | ||||||
Ocala Corners (4) | 2000 | 2000 | 86,772 | 100.0 | % | Publix | — | ||||||
Old St Augustine Plaza | 1996 | 1990 | 232,459 | 98.3 | % | Publix, Burlington Coat Factory, Hobby Lobby | CVS | ||||||
Palm Harbor Shopping Village (4) | 1996 | 1991 | 166,041 | 86.6 | % | Publix | CVS, Bealls | ||||||
Pine Tree Plaza | 1997 | 1999 | 63,387 | 91.3 | % | Publix | — | ||||||
Plantation Plaza (4) | 2004 | 2004 | 77,747 | 100.0 | % | Publix | — | ||||||
Shoppes at Bartram Park (4) | 2005 | 2004 | 119,959 | 89.9 | % | Publix, (Kohl’s) | Toll Brothers | ||||||
Shoppes at Bartram Park Phase II (3)(4) | 2008 | 2008 | 14,640 | 28.5 | % | — | (Tutor Time) | ||||||
Shops at John’s Creek | 2003 | 2004 | 15,490 | 89.5 | % | — | — | ||||||
Starke | 2000 | 2000 | 12,739 | 100.0 | % | — | CVS |
Property Name Grocery Drug Store & Other Anchors > 10,000 Sq Ft FLORIDA (continued) Jacksonville / North Florida Anastasia Plaza (4) Canopy Oak Center (3)(4) Carriage Gate Courtyard Shopping Center Fleming Island Hibernia Pavilion (3) Hibernia Plaza (3) Horton’s Corner (3) John’s Creek Shopping Center Julington Village (4) Millhopper Newberry Square Nocatee Town Center (3) Oakleaf Commons (3) Ocala Corners (4) Old St Augustine Plaza Palm Harbor Shopping Village (4) Pine Tree Plaza Plantation Plaza (4) Shoppes at Bartram Park (4) Shops at John’s Creek Starke Vineyard Shopping Center (4) Miami / Fort Lauderdale Aventura Shopping Center Berkshire Commons Caligo Crossing (3) Five Corners Plaza (4) Garden Square Naples Walk Shopping Center Pebblebrook Plaza (4) Shoppes @ 104 (4) Welleby Tampa / Orlando Beneva Village Shops Bloomingdale East Towne Shopping Center Kings Crossing Sun City (4) Lynnhaven (4) Marketplace St Pete Merchants Crossing (4) Peachland Promenade (4) Regency Square Brandon Regency Village (4) Spring Hill Phase I (3) Town Square Village Center 6 Northgate Square Westchase Willa Springs Shopping Center Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2)
Anchor 1993 1988 102,342 97.3 % Publix — 2006 2006 90,043 61.9 % Publix — 1994 1978 76,784 100.0 % — Leon County Tax Collector, TJ Maxx 1993 1987 137,256 100.0 % (Publix) Target 1998 2000 136,662 95.7 % Publix Stein Mart, (Target) 2006 2006 51,298 76.4 % Publix — 2006 2006 8,400 33.3 % — (Walgreens) 2007 2007 14,820 100.0 % — Walgreens 2003 2004 89,921 100.0 % Publix Walgreens 1999 1999 81,820 100.0 % Publix (CVS) 1993 1974 84,065 100.0 % Publix CVS, Jo-Ann Fabrics 1994 1986 180,524 97.8 % Publix Jo-Ann Fabrics, K-Mart 2007 2007 81,082 67.0 % Publix — 2006 2006 73,719 79.1 % Publix — 2000 2000 86,772 100.0 % Publix — 1996 1990 232,459 99.5 % Publix CVS, Burlington Coat Factory, Hobby Lobby 1996 1991 166,041 92.5 % Publix CVS, Bealls 1997 1999 63,387 92.9 % Publix — 2004 2004 77,747 100.0 % Publix — 2005 2004 118,014 88.1 % Publix — 2003 2004 15,490 100.0 % — — 2000 2000 12,739 100.0 % — CVS 2001 2002 62,821 87.5 % Publix — 1994 1974 102,876 100.0 % Publix CVS 1994 1992 106,354 100.0 % Publix Walgreens 2007 2007 10,800 0.0 % — — 2005 2001 44,647 94.8 % Publix — 1997 1991 90,258 100.0 % Publix CVS 2007 1999 125,390 99.2 % Publix — 2000 2000 76,767 100.0 % Publix (Walgreens) 1998 1990 108,192 100.0 % Winn-Dixie Navarro Discount Pharmacies 1996 1982 109,949 96.2 % Publix Bealls 1998 1987 141,532 94.5 % Publix Walgreens, Bealls, Harbor Freight Tools 1998 1987 267,736 100.0 % Publix Ace Hardware, Bealls, Wal-Mart 2002 2003 69,841 100.0 % Publix — 1999 1999 75,020 100.0 % Publix — 2001 2001 63,871 95.6 % Publix — 1995 1983 90,296 95.5 % Publix Dollar Duck 2006 1990 213,739 93.6 % Publix Beall’s, Office Depot, Walgreens 1995 1991 82,082 98.7 % Publix — 1993 1986 349,848 99.4 % — AMC Theater, Dollar Tree, Marshalls, Michaels, S & K Famous Brands, Shoe Carnival, Staples, TJ Maxx, PETCO, (Best Buy), (MacDill) 2000 2002 83,170 89.9 % Publix (Walgreens) 2007 2007 108,317 90.6 % — — 1997 1999 44,380 100.0 % — PETCO, Pier 1 Imports 1995 1993 181,110 98.7 % Publix Walgreens, Stein Mart 2007 1995 75,495 100.0 % Publix — 2007 1998 78,998 96.5 % Publix — 2000 2000 89,930 100.0 % Publix —
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
FLORIDA (continued) | |||||||||||||
Vineyard Shopping Center (4) | 2001 | 2002 | 62,821 | 87.5 | % | Publix | — | ||||||
Miami / Fort Lauderdale | |||||||||||||
Aventura Shopping Center | 1994 | 1974 | 102,876 | 95.1 | % | Publix | CVS | ||||||
Berkshire Commons | 1994 | 1992 | 106,354 | 96.7 | % | Publix | Walgreens | ||||||
Caligo Crossing (3) | 2007 | 2007 | 10,762 | 74.0 | % | (Kohl’s) | — | ||||||
Five Corners Plaza (4) | 2005 | 2001 | 44,647 | 88.1 | % | Publix | — | ||||||
Garden Square | 1997 | 1991 | 90,258 | 98.2 | % | Publix | CVS | ||||||
Naples Walk Shopping Center | 2007 | 1999 | 125,390 | 89.0 | % | Publix | — | ||||||
Pebblebrook Plaza (4) | 2000 | 2000 | 76,767 | 100.0 | % | Publix | (Walgreens) | ||||||
Shoppes @ 104 (4) | 1998 | 1990 | 108,192 | 100.0 | % | Winn-Dixie | Navarro Discount Pharmacies | ||||||
Welleby Plaza | 1996 | 1982 | 109,949 | 96.9 | % | Publix | Bealls | ||||||
Tampa / Orlando | |||||||||||||
Beneva Village Shops | 1998 | 1987 | 141,532 | 78.5 | % | Publix | Walgreens, Harbor Freight Tools | ||||||
Bloomingdale Square | 1998 | 1987 | 267,736 | 96.4 | % | Publix, Wal-Mart, Bealls | Ace Hardware | ||||||
East Towne Center | 2002 | 2003 | 69,841 | 100.0 | % | Publix | — | ||||||
Kings Crossing Sun City (4) | 1999 | 1999 | 75,020 | 97.3 | % | Publix | — | ||||||
Lynnhaven (4) | 2001 | 2001 | 63,871 | 95.6 | % | Publix | — | ||||||
Marketplace St Pete | 1995 | 1983 | 90,296 | 93.6 | % | Publix | Dollar Duck | ||||||
Merchants Crossing (4) | 2006 | 1990 | 213,739 | 93.6 | % | Publix, Beall’s | Office Depot, Walgreens | ||||||
Peachland Promenade (4) | 1995 | 1991 | 82,082 | 98.7 | % | Publix | — | ||||||
Regency Square | 1993 | 1986 | 349,848 | 98.1 | % | AMC Theater, Michaels, (Best Buy), (Macdill) | Dollar Tree, Marshalls, S & K Famous Brands, Shoe Carnival, Staples, TJ Maxx, PETCO, Hobbytown USA | ||||||
Regency Village (4) | 2000 | 2002 | 83,170 | 88.0 | % | Publix | (Walgreens) | ||||||
Suncoast Crossing Phase I (3) | 2007 | 2007 | 108,434 | 93.2 | % | Kohl’s | — | ||||||
Suncoast Crossing Phase II (3) | 2008 | 2008 | 9,450 | 0.0 | % | (Target) | — | ||||||
Town Square | 1997 | 1999 | 44,380 | 100.0 | % | — | PETCO, Pier 1 Imports | ||||||
Village Center | 1995 | 1993 | 181,110 | 99.6 | % | Publix | Walgreens, Stein Mart | ||||||
Northgate Square | 2007 | 1995 | 75,495 | 100.0 | % | Publix | — | ||||||
Westchase | 2007 | 1998 | 78,998 | 96.5 | % | Publix | — | ||||||
Willa Springs | 2000 | 2000 | 89,930 | 94.2 | % | Publix | — | ||||||
West Palm Beach / Treasure Cove | |||||||||||||
Boynton Lakes Plaza | 1997 | 1993 | 124,924 | 96.7 | % | Winn-Dixie | Gold’s Gym, Walgreens | ||||||
Chasewood Plaza | 1993 | 1986 | 155,603 | 95.5 | % | Publix | Bealls, Books-A-Million | ||||||
East Port Plaza | 1997 | 1991 | 149,363 | 91.7 | % | Publix | Walgreens, Paradise Furniture | ||||||
Island Crossing (4) | 2007 | 1996 | 58,456 | 100.0 | % | Publix | — | ||||||
Martin Downs Village Center | 1993 | 1985 | 121,947 | 85.7 | % | — | Bealls, Coastal Care | ||||||
Martin Downs Village Shoppes | 1993 | 1998 | 48,937 | 96.4 | % | — | Walgreens | ||||||
Town Center at Martin Downs | 1996 | 1996 | 64,546 | 100.0 | % | Publix | — | ||||||
Village Commons Shopping Center (4) | 2005 | 1986 | 169,053 | 88.3 | % | Publix | CVS | ||||||
Wellington Town Square | 1996 | 1982 | 107,325 | 98.0 | % | Publix | CVS | ||||||
Subtotal/Weighted Average (FL) | 6,050,697 | 93.9 | % | ||||||||||
TEXAS | |||||||||||||
Austin | |||||||||||||
Hancock | 1999 | 1998 | 410,438 | 96.7 | % | H.E.B., Sears | Twin Liquors, PETCO, 24 Hour Fitness | ||||||
Market at Round Rock | 1999 | 1987 | 123,046 | 41.2 | % | — | — | ||||||
North Hills | 1999 | 1995 | 144,020 | 96.3 | % | H.E.B. | — | ||||||
Dallas / Ft. Worth | |||||||||||||
Bethany Park Place | 1998 | 1998 | 98,906 | 98.0 | % | Kroger | — | ||||||
Cooper Street | 1999 | 1992 | 133,196 | 94.3 | % | (Home Depot) | Office Max, K&G Men’s Company | ||||||
Hickory Creek Plaza (3) | 2006 | 2006 | 28,134 | 24.4 | % | (Kroger) | — | ||||||
Highland Village (3) | 2005 | 2005 | 351,662 | 82.6 | % | AMC Theater | Barnes & Noble | ||||||
Hillcrest Village | 1999 | 1991 | 14,530 | 100.0 | % | — | — | ||||||
Keller Town Center | 1999 | 1999 | 114,937 | 94.2 | % | Tom Thumb | — | ||||||
Lebanon/Legacy Center | 2000 | 2002 | 56,674 | 100.0 | % | (Albertsons) | — | ||||||
Main Street Center (4) | 2002 | 2002 | 42,754 | 74.8 | % | (Albertsons) | — | ||||||
Market at Preston Forest | 1999 | 1990 | 96,353 | 98.8 | % | Tom Thumb | — | ||||||
Mockingbird Common | 1999 | 1987 | 120,321 | 98.3 | % | Tom Thumb | — | ||||||
Preston Park | 1999 | 1985 | 239,333 | 88.1 | % | Tom Thumb | Gap | ||||||
Prestonbrook | 1998 | 1998 | 91,537 | 98.8 | % | Kroger | — | ||||||
Prestonwood Park | 1999 | 1999 | 101,167 | 72.2 | % | (Albertsons) | — | ||||||
Rockwall Town Center | 2002 | 2004 | 46,095 | 100.0 | % | (Kroger) | (Walgreens) |
Property Name Drug Store & Other Anchors > 10,000 Sq Ft FLORIDA (continued) Boynton Lakes Plaza Chasewood Plaza East Port Plaza Island Crossing (4) Martin Downs Village Center Martin Downs Village Shoppes Town Center at Martin Downs Village Commons Shopping Center (4) Wellington Town Square Subtotal/Weighted Average (FL) TEXAS Austin Hancock Market at Round Rock North Hills Dallas / Ft. Worth Bethany Park Place Cooper Street Hickory Creek Plaza (3) Highland Village (3) Hillcrest Village Keller Town Center Lebanon/Legacy Center Main Street Center (4) Market at Preston Forest Mockingbird Common Preston Park Prestonbrook Prestonwood Park Rockwall Town Center (3) Shiloh Springs Signature Plaza Trophy Club Houston Alden Bridge Atascocita Center Cochran’s Crossing Fort Bend Center Highland Knoll (4) Indian Springs Center (4) Kleinwood Center (4) Kleinwood Center II Memorial Collection Shopping Center (4) Panther Creek South Shore (3) Sterling Ridge Sweetwater Plaza (4) Waterside Marketplace (3) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) Grocery
Anchor West Palm Beach / Treasure Cove 1997 1993 �� 124,924 99.4 % Winn-Dixie World Gym 1993 1986 155,603 100.0 % Publix Bealls, Books-A-Million 1997 1991 235,842 60.8 % Publix Walgreens 2007 1996 58,456 100.0 % Publix — 1993 1985 121,946 85.9 % — Bealls, Coastal Care 1993 1998 48,907 96.2 % — Walgreens 1996 1996 64,546 100.0 % Publix — 2005 1986 169,053 92.6 % Publix CVS 1996 1982 107,325 98.0 % Publix CVS 6,137,127 94.2 % 1999 1998 410,438 95.5 % H.E.B. Sears, Old Navy, PETCO, 24 Hour Fitness 1999 1987 123,046 92.5 % Albertsons — 1999 1995 144,020 90.2 % H.E.B. — 1998 1998 74,066 95.5 % Kroger — 1999 1992 133,196 87.5 % — (Home Depot), Office Max 2006 2006 28,134 15.8 % (Kroger) (Kroger) 2005 2005 351,906 77.0 % — AMC Theater, Barnes & Noble 1999 1991 14,530 100.0 % — — 1999 1999 114,937 96.3 % Tom Thumb — 2000 2002 56,674 97.9 % (Albertsons) — 2002 2002 42,754 81.4 % (Albertsons) — 1999 1990 91,624 100.0 % Tom Thumb PETCO 1999 1987 120,321 98.4 % Tom Thumb — 1999 1985 273,826 80.7 % Tom Thumb Gap, Williams Sonoma 1998 1998 91,537 98.8 % Kroger — 1999 1999 101,167 67.6 % (Albertsons) — 2002 2004 45,969 79.7 % (Kroger) (Walgreens) 1998 1998 110,040 97.5 % Kroger — 2003 2004 32,415 80.0 % (Kroger) — 1999 1999 106,507 88.5 % Tom Thumb (Walgreens) 2002 1998 138,953 100.0 % Kroger Walgreens 2002 2003 97,240 87.7 % Kroger — 2002 1994 138,192 96.5 % Kroger CVS 2000 2000 30,164 79.0 % (Kroger) — 2007 1998 87,470 97.0 % Randalls
Food — 2002 2003 136,625 100.0 % H.E.B. — 2002 2003 148,964 91.6 % H.E.B. (Walgreens) 2005 2005 45,001 100.0 % — LA Fitness 2005 1974 103,330 97.5 % Randalls
Food Walgreens 2002 1994 165,560 100.0 % Randalls
Food CVS, Sears Paint & Hardware 2005 2005 27,939 72.7 % (Kroger) — 2002 2000 128,643 100.0 % Kroger CVS 2001 2000 134,045 99.0 % Kroger Walgreens 2007 2007 24,520 19.2 % (Kroger) —
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
TEXAS (continued) | |||||||||||||
Shiloh Springs | 1998 | 1998 | 110,040 | 94.7 | % | Kroger | — | ||||||
Signature Plaza | 2003 | 2004 | 32,414 | 60.5 | % | (Kroger) | — | ||||||
Trophy Club | 1999 | 1999 | 106,507 | 89.7 | % | Tom Thumb | (Walgreens) | ||||||
Houston | |||||||||||||
Alden Bridge | 2002 | 1998 | 138,953 | 97.7 | % | Kroger | Walgreens | ||||||
Atascocita Center | 2002 | 2003 | 97,240 | 94.3 | % | Kroger | — | ||||||
Cochran’s Crossing | 2002 | 1994 | 138,192 | 95.4 | % | Kroger | CVS | ||||||
Fort Bend Center | 2000 | 2000 | 30,164 | 92.1 | % | (Kroger) | — | ||||||
Indian Springs Center (4) | 2002 | 2003 | 136,625 | 100.0 | % | H.E.B. | — | ||||||
Kleinwood Center (4) | 2002 | 2003 | 148,964 | 89.6 | % | H.E.B. | (Walgreens) | ||||||
Kleinwood Center II | 2005 | 2005 | 45,000 | 100.0 | % | (LA Fitness) | — | ||||||
Memorial Collection Shopping Center (4) | 2005 | 1974 | 103,330 | 97.5 | % | Randall’s Food | Walgreens | ||||||
Panther Creek | 2002 | 1994 | 165,560 | 96.9 | % | Randall’s Food | CVS, Sears Paint & Hardware | ||||||
Sterling Ridge | 2002 | 2000 | 128,643 | 100.0 | % | Kroger | CVS | ||||||
Sweetwater Plaza (4) | 2001 | 2000 | 134,045 | 95.3 | % | Kroger | Walgreens | ||||||
Waterside Marketplace (3) | 2007 | 2007 | 24,859 | 60.7 | % | (Kroger) | — | ||||||
Weslayan Plaza East (4) | 2005 | 1969 | 169,693 | 85.4 | % | — | Berings, Ross Dress for Less, Michaels,Berings Warehouse, Chuck E. Cheese, The Next Level | ||||||
Weslayan Plaza West (4) | 2005 | 1969 | 186,069 | 95.0 | % | Randall’s Food | Walgreens, PETCO, Jo Ann’s, Office Max | ||||||
Westwood Village (3) | 2006 | 2006 | 183,459 | 84.6 | % | (Target) | Gold’s Gym, PetSmart, Office Max, Ross Dress For Less, TJ Maxx | ||||||
Woodway Collection (4) | 2005 | 1974 | 111,165 | 93.4 | % | Randall’s Food | — | ||||||
Subtotal/Weighted Average (TX) | 4,404,025 | 90.5 | % | ||||||||||
VIRGINIA | |||||||||||||
Richmond | |||||||||||||
Gayton Crossing (4) | 2005 | 1983 | 156,917 | 93.0 | % | Ukrop’s | — | ||||||
Hanover Village Shopping Center (4) | 2005 | 1971 | 96,146 | 86.5 | % | — | Rite Aid, Tractor Supply Company | ||||||
Village Shopping Center (4) | 2005 | 1948 | 111,177 | 100.0 | % | Ukrop’s | CVS | ||||||
Other Virginia | |||||||||||||
601 King Street (4) | 2005 | 1980 | 8,349 | 83.8 | % | — | — | ||||||
Ashburn Farm Market Center | 2000 | 2000 | 91,905 | 98.5 | % | Giant Food | — | ||||||
Ashburn Farm Village Center (4) | 2005 | 1996 | 88,897 | 97.3 | % | Shoppers Food Warehouse | — | ||||||
Braemar Shopping Center (4) | 2004 | 2004 | 96,439 | 97.9 | % | Safeway | — | ||||||
Brookville Plaza (4) | 2005 | 1996 | 63,665 | 94.8 | % | Shoppers Food Warehouse | Sears | ||||||
Centre Ridge Marketplace (4) | 2000 | 2000 | 104,100 | 100.0 | % | Safeway | PETCO | ||||||
Cheshire Station | 2006 | 2006 | 97,156 | 97.0 | % | (Target) | PetSmart, Staples | ||||||
Culpeper Colonnade (3) | 2007 | 1955 | 143,725 | 94.1 | % | — | Direct Furniture | ||||||
Fairfax Shopping Center | 2005 | 1990 | 85,482 | 80.2 | % | Shoppers Food Warehouse | — | ||||||
Festival at Manchester Lakes (4) | 2004 | 2004 | 165,130 | 98.5 | % | Shoppers Food Warehouse, (Target) | Rite Aid | ||||||
Fortuna Center Plaza (4) | 2005 | 1977 | 90,131 | 100.0 | % | Giant Food | — | ||||||
Fox Mill Shopping Center (4) | 2005 | 1972 | 103,269 | 100.0 | % | Giant Food | CVS, HMY Roomstore, Total Beverage, Ross Dress for Less, Marshalls, PETCO | ||||||
Greenbriar Town Center (4) | 2005 | 1960 | 343,006 | 99.3 | % | — | Borders Books | ||||||
Hollymead Town Center (4) | 2005 | 1966 | 153,739 | 96.1 | % | Giant Food | CVS | ||||||
Kamp Washington Shopping Center (4) | 2006 | 2005 | 71,825 | 95.8 | % | Shoppers Food Warehouse | Advanced Design Group | ||||||
Kings Park Shopping Center (4) | 2006 | 2005 | 74,702 | 100.0 | % | — | ReMax | ||||||
Lorton Station Marketplace (4) | 2003 | 2003 | 132,445 | 97.7 | % | Safeway | Boat U.S. | ||||||
Lorton Town Center (4) | 2005 | 1977 | 51,807 | 91.3 | % | Giant Food | — | ||||||
Market at Opitz Crossing | 2005 | 2005 | 149,791 | 82.4 | % | Harris Teeter | — | ||||||
Saratoga Shopping Center (4) | 2003 | 2004 | 113,013 | 97.8 | % | Shoppers Food Warehouse | — | ||||||
Shops at County Center | 2007 | 2007 | 96,695 | 98.8 | % | Wegmans | Staples, Ross Dress For Less, Bed Bath & Beyond, Michaels | ||||||
Signal Hill (4) | 2005 | 1980 | 95,172 | 96.2 | % | Giant Food | Washington Sports Club, Party Depot | ||||||
Stonewall (3) | 2005 | 1952 | 294,071 | 89.6 | % | — | CVS, Baileys Health Care | ||||||
Town Center at Sterling Shopping Center (4) | 2005 | 1986 | 190,069 | 95.7 | % | Safeway, (Target) | — | ||||||
Village Center at Dulles (4) | 1998 | 1991 | 298,271 | 98.4 | % | Kroger | — | ||||||
Willston Centre I (4) | 2003 | 2004 | 105,376 | 94.1 | % | Harris Teeter, (Target) | Petsmart |
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft TEXAS (continued) Houston VIRGINIA Richmond Other Virginia Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) Weslayan Plaza East (4) 2005 1969 169,693 99.1 % — Berings, Ross Dress for Less, Michaels, Linens-N-Things, Berings Warehouse, Chuck E Cheese, Next Level Weslayan Plaza West (4) 2005 1969 185,834 95.9 % Randalls Food Walgreens, PETCO, Jo Ann’s Westwood Village (3) 2006 2006 184,176 76.9 % — (Target) Woodway Collection (4) 2005 1974 111,165 98.2 % Randalls Food Eckerd Subtotal/Weighted Average (TX) 4,524,621 90.7 % Gayton Crossing (4) 2005 1983 156,917 95.1 % Ukrop’s — Glen Lea Centre (4) 2005 1969 78,494 54.3 % — Eckerd Hanover Village (4) 2005 1971 96,146 86.5 % — Rite Aid Laburnum Park Shopping Center (4) 2005 1977 64,992 96.8 % (Ukrop’s) Rite Aid Village Shopping Center (4) 2005 1948 111,177 100.0 % Ukrop’s CVS 601 King Street (4) 2005 1980 8,349 95.9 % — — Ashburn Farm Market Center 2000 2000 91,905 94.3 % Giant Food — Ashburn Farm Village Center (4) 2005 1996 88,897 98.7 % Shoppers Food Warehouse — Braemar Shopping Center (4) 2004 2004 96,439 95.9 % Safeway — Brafferton Center (4) 2005 1997 97,872 95.9 % — — Brookville Plaza (4) 2005 1996 104,155 98.8 % Shoppers Food Warehouse Sears Centre Ridge Marketplace (4) 2000 2000 97,156 97.0 % Safeway PETCO Cheshire Station 2006 2006 93,368 68.5 % — PetSmart, Staples, (Target) Culpeper Colonnade (3) 2007 1955 85,482 92.0 % — Parvizian Masterpiece Fairfax Shopping Center 2005 1990 165,130 97.4 % Shoppers Food Warehouse — Festival at Manchester Lakes (4) 2004 2004 90,131 96.1 % Shoppers Food Warehouse (Target), Rite Aid Fortuna Center Plaza (4) 2005 1977 103,269 100.0 % Giant Food — Fox Mill Shopping Center (4) 2005 1972 345,935 97.4 % Giant Food CVS, HMY Roomstore, Total Beverage, Ross Dress for Less, Marshalls, PETCO Greenbriar Town Center (4) 2005 1960 71,825 100.0 % — Borders Books Hollymead Town Center 2005 1966 74,703 100.0 % Giant Food CVS Kamp Washington Shopping Center (4) 2006 2005 132,445 100.0 % Shoppers Food Warehouse Advanced Design Group Kings Park Shopping Center (4) 2006 2005 64,437 86.5 % — — Lorton Station Marketplace (4) 2003 2003 149,791 95.7 % Safeway Boat U.S., USA Discounters Lorton Town Center (4) 2005 1977 101,587 100.0 % Giant Food — Market at Opitz Crossing 2005 2005 96,696 102.5 % Harris Teeter — Saratoga Shopping Center (4) 2003 2004 95,172 96.2 % Shoppers Food Warehouse — Shops at County Center 2007 2007 318,682 76.4 % Wegmans Staples, Ross Dress For Less, Bed Bath & Beyond, Michaels Signal Hill 2005 1980 190,069 100.0 % Giant Food Washington Sports Club, Party Depot Statler Square Phase I 2002 1991 298,282 95.8 % Shoppers Food Warehouse CVS, Advance Auto Parts, Chuck E. Cheese, Gold’s Gym, PETCO, Staples, The Thrift Store Stonewall (3) 2005 1952 105,376 97.1 % — CVS, Balleys Health Care Town Center at Sterling Shopping Center (4) 2005 1986 127,449 97.5 % Safeway — Village Center at Dulles (4) 1998 1991 63,665 100.0 % Kroger —
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
VIRGINIA (continued) | |||||||||||||
Willston Centre II (4) | 2005 | 1960 | 127,449 | 100.0 | % | — | Borders Books | ||||||
Subtotal/Weighted Average (VA) | 3,799,919 | 95.6 | % | ||||||||||
ILLINOIS | |||||||||||||
Chicago | |||||||||||||
Baker Hill Center (4) | 2004 | 1998 | 135,355 | 95.1 | % | Dominick’s | — | ||||||
Brentwood Commons (4) | 2005 | 1962 | 125,585 | 80.6 | % | Dominick’s | Dollar Tree | ||||||
Civic Center Plaza (4) | 2005 | 1989 | 264,973 | 99.0 | % | Super H Mart, Home Depot | Murray’s Discount Auto, King Spa | ||||||
Deer Grove Center (4) | 2004 | 1996 | 239,356 | 75.2 | % | Dominick’s, (Target) | Michaels, PETCO, Factory Card Outlet, Dress Barn, Staples | ||||||
Frankfort Crossing Shpg Ctr | 2003 | 1992 | 114,534 | 85.7 | % | Jewel / OSCO | Ace Hardware | ||||||
Geneva Crossing (4) | 2004 | 1997 | 123,182 | 91.5 | % | Dominick’s | Goodwill | ||||||
Heritage Plaza - Chicago (4) | 2005 | 2005 | 128,871 | 96.8 | % | Jewel / OSCO | Ace Hardware | ||||||
Hinsdale | 1998 | 1986 | 178,960 | 84.7 | % | Dominick’s | Ace Hardware | ||||||
McHenry Commons Shopping Center (4) | 2005 | 1988 | 100,526 | 17.6 | % | — | — | ||||||
Oaks Shopping Center (4) | 2005 | 1983 | 135,005 | 87.3 | % | Dominick’s | — | ||||||
Riverside Sq & River’s Edge (4) | 2005 | 1986 | 169,435 | 100.0 | % | Dominick’s | Ace Hardware, Party City | ||||||
Riverview Plaza (4) | 2005 | 1981 | 139,256 | 100.0 | % | Dominick’s | Walgreens, Toys “R” Us | ||||||
Shorewood Crossing (4) | 2004 | 2001 | 87,705 | 93.4 | % | Dominick’s | — | ||||||
Shorewood Crossing II (4) | 2007 | 2005 | 86,276 | 98.1 | % | — | Babies R Us, Staples, PETCO, Factory Card Outlet | ||||||
Stearns Crossing (4) | 2004 | 1999 | 96,613 | 97.6 | % | Dominick’s | — | ||||||
Stonebrook Plaza Shopping Center (4) | 2005 | 1984 | 95,825 | 100.0 | % | Dominick’s | — | ||||||
Westbrook Commons | 2001 | 1984 | 121,502 | 83.8 | % | Dominick’s | — | ||||||
Champaign/Urbana | |||||||||||||
Champaign Commons (4) | 2007 | 1990 | 88,105 | 98.4 | % | Schnucks | — | ||||||
Urbana Crossing (4) | 2007 | 1997 | 85,196 | 96.7 | % | Schnucks | — | ||||||
Springfield | |||||||||||||
Montvale Commons (4) | 2007 | 1996 | 73,937 | 98.1 | % | Schnucks | — | ||||||
Other Illinois | |||||||||||||
Carbondale Center (4) | 2007 | 1997 | 59,726 | 100.0 | % | Schnucks | — | ||||||
Country Club Plaza (4) | 2007 | 2001 | 86,867 | 98.4 | % | Schnucks | — | ||||||
Granite City (4) | 2007 | 2004 | 46,237 | 100.0 | % | Schnucks | — | ||||||
Swansea Plaza (4) | 2007 | 1988 | 118,892 | 97.1 | % | Schnucks | Fashion Bug | ||||||
Subtotal/Weighted Average (IL) | 2,901,919 | 90.0 | % | ||||||||||
GEORGIA | |||||||||||||
Atlanta | |||||||||||||
Ashford Place | 1997 | 1993 | 53,449 | 69.6 | % | — | — | ||||||
Briarcliff La Vista | 1997 | 1962 | 39,204 | 85.5 | % | — | Michaels | ||||||
Briarcliff Village | 1997 | 1990 | 187,156 | 86.5 | % | Publix | Office Depot, Party City, PETCO, TJ Maxx | ||||||
Buckhead Court | 1997 | 1984 | 48,338 | 94.8 | % | — | — | ||||||
Buckhead Crossing (4) | 2004 | 1989 | 221,874 | 95.4 | % | — | Office Depot, HomeGoods, Marshalls, Michaels, Hancock Fabrics, Ross Dress for Less | ||||||
Cambridge Square | 1996 | 1979 | 71,474 | 99.9 | % | Kroger | — | ||||||
Chapel Hill Centre | 2005 | 2005 | 66,970 | 100.0 | % | (Kohl’s) | — | ||||||
Coweta Crossing (4) | 2004 | 1994 | 68,489 | 91.1 | % | Publix | — | ||||||
Cromwell Square | 1997 | 1990 | 70,282 | 91.5 | % | — | CVS, Hancock Fabrics, Antiques & Interiors of Sandy Springs | ||||||
Delk Spectrum | 1998 | 1991 | 100,539 | 90.7 | % | Publix | Eckerd | ||||||
Dunwoody Hall | 1997 | 1986 | 89,351 | 100.0 | % | Publix | Eckerd | ||||||
Dunwoody Village | 1997 | 1975 | 120,598 | 88.0 | % | Fresh Market | Walgreens, Dunwoody Prep | ||||||
Howell Mill Village (4) | 2004 | 1984 | 97,990 | 96.0 | % | Publix | Eckerd | ||||||
King Plaza (4) | 2007 | 1998 | 81,432 | 89.0 | % | Publix | — | ||||||
Lindbergh Crossing (4) | 2004 | 1998 | 27,059 | 100.0 | % | — | CVS | ||||||
Loehmanns Plaza Georgia | 1997 | 1986 | 137,139 | 98.5 | % | — | Loehmann’s, Dance 101, Office Max | ||||||
Lost Mountain Crossing (4) | 2007 | 1994 | 72,568 | 98.3 | % | Publix | — | ||||||
Northlake Promenade (4) | 2004 | 1986 | 25,394 | 90.7 | % | — | — | ||||||
Orchard Square (4) | 1995 | 1987 | 93,222 | 81.1 | % | Publix | Harbor Freight Tools | ||||||
Paces Ferry Plaza | 1997 | 1987 | 61,697 | 100.0 | % | — | Harry Norman Realtors | ||||||
Powers Ferry Kroger (4) | 2004 | 1983 | 45,528 | 100.0 | % | Kroger | — | ||||||
Powers Ferry Square | 1997 | 1987 | 95,703 | 95.8 | % | — | CVS, Pearl Arts & Crafts | ||||||
Powers Ferry Village | 1997 | 1994 | 78,896 | 100.0 | % | Publix | CVS, Mardi Gras | ||||||
Rivermont Station | 1997 | 1996 | 90,267 | 76.8 | % | Kroger | — |
Property Name Drug Store & Other Anchors > 10,000 Sq Ft Willston Centre I (4) Willston Centre II (4) Subtotal/Weighted Average (VA) Baker Hill Center (4) Brentwood Commons (4) Civic Center Plaza (4) Deer Grove Center (4) Frankfort Crossing Shpg Ctr Geneva Crossing (4) Heritage Plaza—Chicago (4) Hinsdale McHenry Commons Shopping Center (4) Oaks Shopping Center (4) Riverside Sq & River’s Edge (4) Riverview Plaza (4) Shorewood Crossing (4) Shorewood Crossing II (4) Stearns Crossing (4) Stonebrook Plaza Shopping Center (4) Westbrook Commons Champaign Commons (4) Urbana Crossing (4) Montvale Commons (4) Carbondale Center (4) Country Club Plaza (4) Granite City (4) Swansea Plaza (4) Subtotal/Weighted Average (IL) Ashford Place Briarcliff La Vista Briarcliff Village Buckhead Court Buckhead Crossing (4) Cambridge Square Shopping Ctr Chapel Hill (3) Coweta Crossing (4) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) Grocery
Anchor VIRGINIA (continued) Other Virginia 2003 2004 153,739 97.0 % Harris Teeter (Target), Petsmart 1998 1996 133,660 90.2 % Kroger Staples 4,153,392 93.8 % ILLINOIS Chicago 2004 1998 135,285 83.2 % Dominick’s — 2005 1962 125,585 87.8 % Dominick’s Dollar Tree 2005 1989 264,973 89.9 % Dominick’s (5) Petsmart, Murray’s Discount Auto, Home Depot 2004 1996 239,356 95.9 % Dominick’s (Target), Linen’s-N-Things, Michaels, PETCO, Factory Card Outlet, Dress Barn, Staples 2003 1992 114,534 89.8 % Jewel / OSCO Ace Hardware 2004 1997 123,182 93.9 % Dominick’s John’s Christian Stores 2005 2005 128,871 97.3 % Jewel / OSCO Ace Hardware 1998 1986 178,960 98.4 % Dominick’s Ace Hardware, Murray’s Party Time Supplies 2005 1988 100,526 96.2 % Dominick’s — 2005 1983 135,006 91.2 % Dominick’s — 2005 1986 169,435 100.0 % Dominick’s Ace Hardware, Party City 2005 1981 139,256 97.8 % Dominick’s Walgreens, Toys “R” Us 2004 2001 87,705 94.8 % Dominick’s — 2007 2005 86,276 98.1 % — Babies R Us, Staples, PETCO, Factory Card 2004 1999 96,613 98.6 % Dominick’s — 2005 1984 95,825 97.7 % Dominick’s — 2001 1984 121,502 85.3 % Dominick’s — Champaign/Urbana 2007 1990 88,105 92.3 % Schnucks — 2007 1997 85,196 98.4 % Schnucks — Springfield 2007 1996 73,937 100.0 % Schnucks — Other Illinois 2007 1997 59,726 100.0 % Schnucks — 2007 2001 86,866 100.0 % Schnucks — 2007 2004 46,237 100.0 % Schnucks — 2007 1988 118,892 97.1 % Schnucks Fashion Bug 2,901,849 94.5 % GEORGIA Atlanta 1997 1993 53,450 88.7 % — — 1997 1962 39,204 100.0 % — Michaels 1997 1990 187,156 89.8 % Publix La-Z-Boy Furniture Galleries, Office Depot, Party City, PETCO, TJ Maxx 1997 1984 48,338 100.0 % — — 2004 1989 221,874 98.4 % — Office Depot, HomeGoods, Marshalls, Michaels, Hancock Fabrics, Ross Dress for Less 1996 1979 71,474 98.7 % Kroger — 2005 2005 66,970 89.5 % — — 2004 1994 68,489 95.5 % Publix —
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
GEORGIA (continued) | |||||||||||||
Rose Creek (4) | 2004 | 1993 | 69,790 | 98.6 | % | Publix | — | ||||||
Roswell Crossing (4) | 2004 | 1999 | 201,979 | 94.3 | % | Trader Joe’s, Pike Nurseries | PetSmart, Office Max, Walgreens, LA Fitness | ||||||
Russell Ridge | 1994 | 1995 | 98,559 | 93.9 | % | Kroger | — | ||||||
Thomas Crossroads (4) | 2004 | 1995 | 104,928 | 86.4 | % | Kroger | — | ||||||
Trowbridge Crossing (4) | 2004 | 1998 | 62,558 | 100.0 | % | Publix | — | ||||||
Woodstock Crossing (4) | 2004 | 1994 | 66,122 | 96.2 | % | Kroger | — | ||||||
Subtotal/Weighted Average (GA) | 2,648,555 | 92.7 | % | ||||||||||
OHIO | |||||||||||||
Cincinnati | |||||||||||||
Beckett Commons | 1998 | 1995 | 121,498 | 100.0 | % | Kroger | Stein Mart | ||||||
Cherry Grove | 1998 | 1997 | 195,513 | 96.1 | % | Kroger | Hancock Fabrics, Shoe Carnival, TJ Maxx | ||||||
Hyde Park | 1997 | 1995 | 396,810 | 95.4 | % | Kroger, Biggs | Walgreens, Jo-Ann Fabrics, Ace Hardware, Michaels, Staples | ||||||
Indian Springs Market Center (4) | 2005 | 2005 | 146,258 | 100.0 | % | Kohl’s, (Wal-Mart Supercenter) | Office Depot, HH Gregg Appliances | ||||||
Red Bank Village (3) | 2006 | 2006 | 186,160 | 81.5 | % | Wal-Mart | — | ||||||
Regency Commons | 2004 | 2004 | 30,770 | 80.5 | % | — | — | ||||||
Regency Milford Center (4) | 2001 | 2001 | 108,923 | 90.2 | % | Kroger | (CVS) | ||||||
Shoppes at Mason | 1998 | 1997 | 80,800 | 100.0 | % | Kroger | — | ||||||
Sycamore Crossing & Sycamore Plaza (4) | 2008 | 1966 | 390,957 | 87.8 | % | Fresh Market, Macy’s Furniture Gallery, Toys ‘R Us, Dick’s Sporting Goods | Barnes & Noble, Old Navy, Staples, Identity Salon & Day Spa | ||||||
Westchester Plaza | 1998 | 1988 | 88,181 | 96.9 | % | Kroger | — | ||||||
Columbus | |||||||||||||
East Pointe | 1998 | 1993 | 86,503 | 100.0 | % | Kroger | — | ||||||
Kingsdale Shopping Center | 1997 | 1999 | 266,878 | 44.0 | % | Giant Eagle | — | ||||||
Kroger New Albany Center | 1999 | 1999 | 91,722 | 91.7 | % | Kroger | — | ||||||
Maxtown Road (Northgate) | 1998 | 1996 | 85,100 | 98.4 | % | Kroger, (Home Depot) | — | ||||||
Park Place Shopping Center | 1998 | 1988 | 106,832 | 58.9 | % | — | Big Lots | ||||||
Windmiller Plaza Phase I | 1998 | 1997 | 140,437 | 98.5 | % | Kroger | Sears Hardware | ||||||
Wadsworth Crossing (3) | 2005 | 2005 | 108,188 | 83.3 | % | (Kohl’s), (Lowe’s), (Target) | Office Max, Bed, Bath & Beyond, MC Sports, PETCO | ||||||
Subtotal/Weighted Average (OH) | 2,631,530 | 86.7 | % | ||||||||||
COLORADO | |||||||||||||
Colorado Springs | |||||||||||||
Cheyenne Meadows (4) | 1998 | 1998 | 89,893 | 100.0 | % | King Soopers | — | ||||||
Falcon Marketplace (3) | 2005 | 2005 | 22,491 | 72.5 | % | (Wal-Mart Supercenter) | — | ||||||
Marketplace at Briargate | 2006 | 2006 | 29,075 | 100.0 | % | (King Soopers) | — | ||||||
Monument Jackson Creek | 1998 | 1999 | 85,263 | 100.0 | % | King Soopers | — | ||||||
Woodmen Plaza | 1998 | 1998 | 116,233 | 87.5 | % | King Soopers | — | ||||||
Denver | |||||||||||||
Applewood Shopping Center (4) | 2005 | 1956 | 375,622 | 96.4 | % | King Soopers, Wal-Mart | Applejack Liquors, PetSmart, Wells Fargo Bank | ||||||
Arapahoe Village (4) | 2005 | 1957 | 159,237 | 97.3 | % | Safeway | Jo-Ann Fabrics, PETCO, Pier 1 Imports, Bottles Wine & Spirit | ||||||
Belleview Square | 2004 | 1978 | 117,335 | 100.0 | % | King Soopers | — | ||||||
Boulevard Center | 1999 | 1986 | 88,512 | 72.8 | % | (Safeway) | One Hour Optical | ||||||
Buckley Square | 1999 | 1978 | 116,147 | 90.6 | % | King Soopers | Ace Hardware | ||||||
Centerplace of Greeley (4) | 2002 | 2003 | 148,575 | 95.8 | % | Safeway, (Target), (Kohl’s) | Ross Dress For Less, Famous Footwear | ||||||
Centerplace of Greeley Phase III (3) | 2007 | 2007 | 94,090 | 76.6 | % | Sports Authority | Best Buy | ||||||
Cherrywood Square (4) | 2005 | 1978 | 86,162 | 94.9 | % | King Soopers | — | ||||||
Crossroads Commons (4) | 2001 | 1986 | 112,887 | 95.2 | % | Whole Foods | Barnes & Noble, Bicycle Village | ||||||
Hilltop Village (4) | 2002 | 2003 | 100,029 | 95.9 | % | King Soopers | — | ||||||
NorthGate Village (3) | 2008 | 2008 | 33,140 | 0.0 | % | (King Soopers) | — | ||||||
South Lowry Square | 1999 | 1993 | 119,916 | 87.0 | % | Safeway | — | ||||||
Littleton Square | 1999 | 1997 | 94,222 | 92.5 | % | King Soopers | Walgreens | ||||||
Lloyd King Center | 1998 | 1998 | 83,326 | 100.0 | % | King Soopers | — |
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Cromwell Square Delk Spectrum Dunwoody Hall Dunwoody Village Howell Mill Village (4) King Plaza (4) Lindbergh Crossing (4) Loehmanns Plaza Georgia Lost Mountain Shopping Center (4) Northlake Promenade (4) Orchard Square (4) Paces Ferry Plaza Powers Ferry Kroger (4) Powers Ferry Square Powers Ferry Village Rivermont Station Rose Creek (4) Roswell Crossing (4) Russell Ridge Thomas Crossroads (4) Trowbridge Crossing (4) Woodstock Crossing (4) Subtotal/Weighted Average (GA) Cheyenne Meadows (4) Falcon Marketplace (3) (Wal-Mart Supercenter) Marketplace at Briargate Monument Jackson Creek Woodmen Plaza Applewood Shopping Center (4) Arapahoe Village (4) Belleview Square Boulevard Center Buckley Square Centerplace of Greeley (4) Centerplace of Greeley Phase III (3) Cherrywood Square (4) Crossroads Commons (4) Fort Collins Center Hilltop Village (4) South Lowry Square Littleton Square Lloyd King Center Loveland Shopping Center (3) Ralston Square Shopping Center (4) Stroh Ranch Subtotal/Weighted Average (CO) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) GEORGIA (continued) Atlanta 1997 1990 70,283 91.5 % — CVS, Hancock Fabrics, Haverty’s-Antiques & Interiors of Sandy Springs 1998 1991 100,539 90.7 % Publix — 1997 1986 89,351 94.2 % Publix Eckerd 1997 1975 120,598 93.0 % Fresh Market Walgreens, Dunwoody Prep 2004 1984 97,990 97.8 % Publix Eckerd 2007 1998 81,432 94.3 % Publix — 2004 1998 27,059 96.0 % — CVS 1997 1986 137,139 100.0 % — Loehmann’s, Dance 101 2007 1994 72,568 93.2 % Publix — 2004 1986 25,394 90.7 % — — 1995 1987 93,222 81.1 % Publix Harbor Freight Tools, Remax Elite 1997 1987 61,697 93.5 % — Harry Norman Realtors 2004 1983 45,528 100.0 % Kroger — 1997 1987 95,704 99.0 % — CVS, Pearl Arts & Crafts 1997 1994 78,996 99.9 % Publix CVS, Mardi Gras 1997 1996 90,267 76.8 % Kroger — 2004 1993 69,790 94.8 % Publix — 2004 1999 201,979 95.8 % Trader Joe’s PetSmart, Office Max, Pike Nursery, Party City, Walgreens, LA Fitness 1994 1995 98,559 87.5 % Kroger — 2004 1995 84,928 96.3 % Kroger — 2004 1998 62,558 100.0 % Publix — 2004 1994 66,122 96.2 % Kroger — 2,628,658 94.0 % COLORADO Colorado Springs 1998 1998 89,893 100.0 % King Soopers — 2005 2005 22,491 58.7 % — 2006 2006 29,075 100.0 % (King Soopers) — 1998 1999 85,263 100.0 % King Soopers — 1998 1998 116,233 90.2 % King Soopers — Denver 2005 1956 375,622 94.2 % King Soopers Applejack Liquors, PetSmart, Wells Fargo Bank, Wal-Mart 2005 1957 159,237 92.8 % Safeway Jo-Ann Fabrics, PETCO, Pier 1 Imports 2004 1978 117,335 100.0 % King Soopers — 1999 1986 88,512 86.9 % (Safeway) One Hour Optical 1999 1978 116,146 97.2 % King Soopers True Value Hardware 2002 2003 148,575 100.0 % Safeway Ross Dress For Less, Famous Footwear 2007 2007 119,014 60.6 % — — 2005 1978 86,161 100.0 % King Soopers — 2001 1986 105,041 79.2 % Whole Foods Barnes & Noble, Mann Theatres, Bicycle Village 2005 2005 99,359 100.0 % — JC Penney 2002 2003 100,029 97.3 % King Soopers — 1999 1993 119,916 95.4 % Safeway — 1999 1997 94,257 91.3 % King Soopers Walgreens 1998 1998 83,326 100.0 % King Soopers — 2005 2005 93,142 44.7 % — Murdoch’s Ranch 2005 1977 82,750 98.2 % King Soopers — 1998 1998 93,436 98.5 % King Soopers — 2,424,813 91.4 %
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
COLORADO (continued) | |||||||||||||
Ralston Square Shopping Center (4) | 2005 | 1977 | 82,750 | 96.1 | % | King Soopers | — | ||||||
Shops at Quail Creek (3) | 2008 | 2008 | 37,585 | 45.9 | % | (King Soopers) | — | ||||||
Stroh Ranch | 1998 | 1998 | 93,436 | 97.8 | % | King Soopers | — | ||||||
Subtotal/Weighted Average (CO) | 2,285,926 | 91.4 | % | ||||||||||
MISSOURI | |||||||||||||
St. Louis | |||||||||||||
Affton Plaza (4) | 2007 | 2000 | 67,760 | 100.0 | % | Schnucks | — | ||||||
Bellerive Plaza (4) | 2007 | 2000 | 115,208 | 91.2 | % | Schnucks | — | ||||||
Brentwood Plaza (4) | 2007 | 2002 | 60,452 | 100.0 | % | Schnucks | — | ||||||
Bridgeton (4) | 2007 | 2005 | 70,762 | 100.0 | % | Schnucks, (Home Depot) | — | ||||||
Butler Hill Centre (4) | 2007 | 1987 | 90,889 | 97.0 | % | Schnucks | — | ||||||
City Plaza (4) | 2007 | 1998 | 80,149 | 100.0 | % | Schnucks | — | ||||||
Crestwood Commons (4) | 2007 | 1994 | 67,285 | 100.0 | % | Schnucks, (Best Buy), (Gordman’s) | — | ||||||
Dardenne Crossing (4) | 2007 | 1996 | 67,430 | 100.0 | % | Schnucks | — | ||||||
Dorsett Village (4) | 2007 | 1998 | 104,217 | 82.7 | % | Schnucks, (Orlando Gardens Banquet Center) | — | ||||||
Kirkwood Commons (4) | 2007 | 2000 | 467,703 | 100.0 | % | Wal-Mart, (Target), (Lowe’s) | TJ Maxx, Homegoods, Famous Footwear | ||||||
Lake St. Louis (4) | 2007 | 2004 | 75,643 | 100.0 | % | Schnucks | — | ||||||
O’Fallon Centre (4) | 2007 | 1984 | 71,300 | 90.2 | % | Schnucks | — | ||||||
Plaza 94 (4) | 2007 | 2005 | 66,555 | 97.2 | % | Schnucks | — | ||||||
Richardson Crossing (4) | 2007 | 2000 | 82,994 | 98.6 | % | Schnucks | — | ||||||
Shackelford Center (4) | 2007 | 2006 | 49,635 | 97.4 | % | Schnucks | — | ||||||
Sierra Vista Plaza (4) | 2007 | 1993 | 74,666 | 100.0 | % | Schnucks | — | ||||||
Twin Oaks (4) | 2007 | 2006 | 71,682 | 98.3 | % | Schnucks | (Walgreens) | ||||||
University City Square (4) | 2007 | 1997 | 79,230 | 100.0 | % | Schnucks | — | ||||||
Washington Crossing (4) | 2007 | 1999 | 117,626 | 95.9 | % | Schnucks | Michaels, Altmueller Jewelry | ||||||
Wentzville Commons (4) | 2007 | 2000 | 74,205 | 100.0 | % | Schnucks, (Home Depot) | — | ||||||
Wildwood Crossing (4) | 2007 | 1997 | 108,200 | 85.1 | % | Schnucks | — | ||||||
Zumbehl Commons (4) | 2007 | 1990 | 116,682 | 94.2 | % | Schnucks | Ace Hardware | ||||||
Other Missouri | |||||||||||||
Capital Crossing (4) | 2007 | 2002 | 85,149 | 98.6 | % | Schnucks | — | ||||||
Subtotal/Weighted Average (MO) | 2,265,422 | 96.8 | % | ||||||||||
NORTH CAROLINA | |||||||||||||
Charlotte | |||||||||||||
Carmel Commons | 1997 | 1979 | 132,651 | 100.0 | % | Fresh Market | Chuck E. Cheese, Party City, Eckerd, Casual Furniture Marketplace | ||||||
Cochran Commons (4) | 2007 | 2003 | 66,020 | 100.0 | % | Harris Teeter | (Walgreens) | ||||||
Greensboro | |||||||||||||
Harris Crossing (3) | 2007 | 2007 | 76,818 | 71.4 | % | Harris Teeter | — | ||||||
Raleigh / Durham | |||||||||||||
Bent Tree Plaza (4) | 1998 | 1994 | 79,503 | 98.5 | % | Kroger | — | ||||||
Cameron Village (4) | 2004 | 1949 | 635,918 | 85.6 | % | Harris Teeter, Fresh Market | Eckerd, Talbots, Wake County Public Library, Great Outdoor Provision Co., Blockbuster Video, York Properties, The Junior League of Raleigh, K&W Cafeteria, Johnson-Lambe Sporting Goods, Pier 1 Imports, Pirate’s Chest Fine Antiques | ||||||
Fuquay Crossing (4) | 2004 | 2002 | 124,774 | 93.5 | % | Kroger | Peak’s Fitness, Dollar Tree | ||||||
Garner Towne Square | 1998 | 1998 | 221,776 | 98.3 | % | Kroger, (Home Depot), (Target) | Office Max, Petsmart, Shoe Carnival, United Artist Theater | ||||||
Glenwood Village | 1997 | 1983 | 42,864 | 100.0 | % | Harris Teeter | — | ||||||
Lake Pine Plaza | 1998 | 1997 | 87,690 | 98.4 | % | Kroger | — | ||||||
Maynard Crossing | 1998 | 1997 | 122,782 | 95.0 | % | Kroger | — | ||||||
Middle Creek Commons (3) | 2006 | 2006 | 73,635 | 79.6 | % | Lowes Foods | — | ||||||
Shoppes of Kildaire (4) | 2005 | 1986 | 148,204 | 95.0 | % | Trader Joe’s | Home Comfort Furniture, Gold’s Gym, Staples | ||||||
Southpoint Crossing | 1998 | 1998 | 103,128 | 98.6 | % | Kroger | — | ||||||
Sutton Square (4) | 2006 | 1985 | 101,846 | 89.5 | % | — | Eckerd |
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Beckett Commons Cherry Grove Hyde Park Indian Springs Market Center (4) Red Bank Village (3) Regency Commons Regency Milford Center (4) Shoppes at Mason Westchester Plaza East Pointe Kingsdale Shopping Center Kroger New Albany Center Maxtown Road (Northgate) Park Place Shopping Center Windmiller Plaza Phase I Wadsworth Crossing (3) Subtotal/Weighted Average (OH) Affton Plaza (4) Bellerive Plaza (4) Brentwood Plaza (4) Bridgeton (4) Butler Hill Centre (4) City Plaza (4) Crestwood Commons (4) Dardenne Crossing (4) Dorsett Village (4) Kirkwood Commons (4) Lake St. Louis (4) O’Fallon Centre (4) Plaza 94 (4) Richardson Crossing (4) Shackelford Center (4) Sierra Vista Plaza (4) Twin Oaks (4) University City Square (4) Washington Crossing (4) Wentzville Commons (4) Wildwood Crossing (4) Zumbehl Commons (4) Capital Crossing (4) Subtotal/Weighted Average (MO) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) OHIO Cincinnati 1998 1995 121,498 100.0 % Kroger Stein Mart 1998 1997 195,512 93.8 % Kroger Hancock Fabrics, Shoe Carnival, TJ Maxx 1997 1995 397,893 98.0 % Kroger, Biggs Walgreens, Jo-Ann Fabrics, Famous Footwear, Michaels, Staples 2005 2005 146,258 100.0 % — Kohl’s, Office Depot 2006 2006 215,219 86.4 % — — 2004 2004 30,770 72.7 % — — 2001 2001 108,923 91.7 % Kroger (CVS) 1998 1997 80,800 100.0 % Kroger — 1998 1988 88,182 96.9 % Kroger — Columbus 1998 1993 86,503 100.0 % Kroger — 1997 1999 266,878 44.5 % Giant Eagle — 1999 1999 91,722 91.7 % Kroger — 1998 1996 85,100 98.4 % Kroger (Home Depot) 1998 1988 106,833 58.9 % — Big Lots 1998 1997 141,110 100.0 % Kroger Sears Orchard 2005 2005 107,731 71.3 % — Office Max, Bed, Bath & Beyond, MC Sports, PETCO, (Kohl’s), (Lowe’s), (Target) 2,270,932 86.7 % MISSOURI St. Louis 2007 2000 67,760 100.0 % Schnucks — 2007 2000 115,208 90.8 % Schnucks — 2007 2002 60,452 100.0 % Schnucks — 2007 2005 70,762 100.0 % Schnucks — 2007 1987 90,889 100.0 % Schnucks — 2007 1998 80,149 100.0 % Schnucks — 2007 1994 67,285 100.0 % Schnucks — 2007 1996 67,430 100.0 % Schnucks — 2007 1998 104,217 98.7 % Schnucks Walgreens 2007 2000 467,703 100.0 % — TJ Maxx, Homegoods, Famous Footwear 2007 2004 75,643 100.0 % Schnucks — 2007 1984 71,300 91.7 % Schnucks — 2007 2005 66,555 100.0 % Schnucks — 2007 2000 82,994 98.6 % Schnucks — 2007 2006 49,635 97.4 % Schnucks — 2007 1993 74,666 98.4 % Schnucks — 2007 2006 71,682 100.0 % Schnucks — 2007 1997 79,280 98.2 % Schnucks — 2007 1999 117,626 100.0 % Schnucks Michaels, Altemueller Jewelry 2007 2000 74,205 100.0 % Schnucks — 2007 1997 108,200 85.4 % Schnucks — 2007 1990 116,682 94.2 % Schnucks Westlakes Ace Other Missouri 2007 2002 85,149 98.6 % Schnucks — 2,265,472 97.9 %
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
NORTH CAROLINA (continued) | |||||||||||||
Woodcroft Shopping Center | 1996 | 1984 | 89,833 | 98.6 | % | Food Lion | Triangle True Value Hardware | ||||||
Subtotal/Weighted Average (NC) | 2,107,442 | 91.9 | % | ||||||||||
MARYLAND | |||||||||||||
Baltimore | |||||||||||||
Elkridge Corners (4) | 2005 | 1990 | 73,529 | 100.0 | % | Super Fresh | Rite Aid | ||||||
Festival at Woodholme (4) | 2005 | 1986 | 81,028 | 96.5 | % | Trader Joe’s | — | ||||||
Lee Airport (3) | 2005 | 2005 | 106,915 | 77.8 | % | Giant Food, (Sunrise) | — | ||||||
Parkville Shopping Center (4) | 2005 | 1961 | 162,435 | 97.2 | % | Super Fresh | Rite Aid, Parkville Lanes, Castlewood Realty | ||||||
Southside Marketplace (4) | 2005 | 1990 | 125,146 | 95.3 | % | Shoppers Food Warehouse | Rite Aid | ||||||
Valley Centre (4) | 2005 | 1987 | 247,836 | 93.8 | % | — | TJ Maxx, Sony Theatres, Ross Dress for Less, Homegoods, Staples, PetSmart | ||||||
Other Maryland | |||||||||||||
Bowie Plaza (4) | 2005 | 1966 | 104,037 | 84.8 | % | Giant Food | CVS | ||||||
Clinton Park (4) | 2003 | 2003 | 206,050 | 94.1 | % | Giant Food, Sears, (Toys “R” Us) | — | ||||||
Cloppers Mill Village (4) | 2005 | 1995 | 137,035 | 100.0 | % | Shoppers Food Warehouse | CVS | ||||||
Firstfield Shopping Center (4) | 2005 | 1978 | 22,328 | 86.6 | % | — | — | ||||||
Goshen Plaza (4) | 2005 | 1987 | 45,654 | 96.9 | % | — | CVS | ||||||
King Farm Village Center (4) | 2004 | 2001 | 118,326 | 97.3 | % | Safeway | — | ||||||
Mitchellville Plaza (4) | 2005 | 1991 | 156,125 | 90.8 | % | Food Lion | — | ||||||
Takoma Park (4) | 2005 | 1960 | 106,469 | 99.5 | % | Shoppers Food Warehouse | — | ||||||
Watkins Park Plaza (4) | 2005 | 1985 | 113,443 | 97.1 | % | Safeway | CVS | ||||||
Woodmoor Shopping Center (4) | 2005 | 1954 | 67,403 | 90.2 | % | — | CVS | ||||||
Subtotal/Weighted Average (MD) | 1,873,759 | 94.0 | % | ||||||||||
PENNSYLVANIA | |||||||||||||
Allentown / Bethlehem | |||||||||||||
Allen Street Shopping Center (4) | 2005 | 1958 | 46,420 | 90.2 | % | Ahart Market | Rite Aid | ||||||
Lower Nazareth Commons (3) | 2007 | 2007 | 107,273 | 48.6 | % | (Target), Sports Authority | — | ||||||
Stefko Boulevard Shopping Center (4) | 2005 | 1976 | 133,824 | 88.1 | % | Valley Farm Market | — | ||||||
Harrisburg | |||||||||||||
Silver Spring Square | 2005 | 2005 | 314,449 | 97.0 | % | Wegmans, (Target) | Ross Dress For Less, Bed Bath and Beyond, Best Buy, Office Max, Ulta, PETCO | ||||||
Philadelphia | |||||||||||||
City Avenue Shopping Center (4) | 2005 | 1960 | 159,419 | 95.5 | % | — | Ross Dress for Less, TJ Maxx, Sears | ||||||
Gateway Shopping Center | 2004 | 1960 | 219,337 | 89.6 | % | Trader Joe’s | Staples, TJ Maxx, Famous Footwear, Jo-Ann Fabrics | ||||||
Kulpsville Village Center (3) | 2006 | 2006 | 14,820 | 100.0 | % | — | Walgreens | ||||||
Mayfair Shopping Center (4) | 2005 | 1988 | 112,276 | 94.4 | % | Shop ‘N Bag | Rite Aid, Dollar Tree | ||||||
Mercer Square Shopping Center (4) | 2005 | 1988 | 91,400 | 92.1 | % | Genuardi’s | — | ||||||
Newtown Square Shopping Center (4) | 2005 | 1970 | 146,893 | 92.8 | % | Acme Markets | Rite Aid | ||||||
Warwick Square Shopping Center (4) | 2005 | 1999 | 89,680 | 96.5 | % | Genuardi’s | — | ||||||
Other Pennsylvania | |||||||||||||
Hershey | 2000 | 2000 | 6,000 | 100.0 | % | — | — | ||||||
Subtotal/Weighted Average (PA) | 1,441,791 | 90.1 | % | ||||||||||
WASHINGTON | |||||||||||||
Portland | |||||||||||||
Orchards Market Center I (4) | 2002 | 2004 | 100,663 | 100.0 | % | Sportsman’s Warehouse | Jo-Ann Fabrics, PETCO, (Rite Aid) | ||||||
Orchards Market Center II (3) | 2005 | 2005 | 77,478 | 89.9 | % | LA Fitness | Office Depot | ||||||
Seattle | |||||||||||||
Aurora Marketplace (4) | 2005 | 1991 | 106,921 | 98.3 | % | Safeway | TJ Maxx | ||||||
Cascade Plaza (4) | 1999 | 1999 | 211,072 | 97.1 | % | Safeway | Bally Total Fitness, Fashion Bug, Jo-Ann Fabrics, Ross Dress For Less, Big Lots |
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft NORTH CAROLINA Carmel Commons Cochran Commons (4) Harris Crossing (3) Kernersville Plaza Bent Tree Plaza (4) Cameron Village (4) Fuquay Crossing (4) Garner Glenwood Village Lake Pine Plaza Maynard Crossing Middle Creek Commons (3) Shoppes of Kildaire (4) Southpoint Crossing Sutton Square (4) Woodcroft Shopping Center Subtotal/Weighted Average (NC) MARYLAND Elkridge Corners (4) Festival at Woodholme (4) Lee Airport (3) Northway Shopping Center (4) Parkville Shopping Center (4) Southside Marketplace (4) Valley Centre (4) Bowie Plaza (4) Clinton Park (4) Cloppers Mill Village (4) Firstfield Shopping Center (4) Goshen Plaza (4) King Farm Apartments (4) King Farm Village Center (4) Mitchellville Plaza (4) Takoma Park (4) Watkins Park Plaza (4) Woodmoor Shopping Center (4) Subtotal/Weighted Average (MD) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) Charlotte 1997 1979 132,651 98.4 % Fresh Market Chuck E. Cheese, Party City, Eckerd 2007 2003 66,020 100.0 % Harris Teeter — Greensboro 2007 2007 76,818 69.5 % Harris Teeter — 1998 1997 72,590 95.0 % Harris Teeter — Raleigh / Durham 1998 1994 79,503 98.5 % Kroger — 2004 1949 635,918 91.4 % Harris Teeter, Fresh Market Eckerd, Talbots, Wake County Public Library, Great Outdoor Provision Co., Blockbuster Video, York Properties, Carolina Antique Mall, The Junior League of Raleigh, K&W Cafeteria, Johnson-Lambe Sporting Goods, Home Economics, Pier 1 Imports 2004 2002 124,774 93.5 % Kroger Gold’s Gym, Dollar Tree 1998 1998 221,776 98.8 % Kroger Office Max, Petsmart, Shoe Carnival, (Target), United Artist Theater, (Home Depot) 1997 1983 42,864 94.4 % Harris Teeter — 1998 1997 87,691 100.0 % Kroger — 1998 1997 122,782 91.9 % Kroger — 2006 2006 73,635 78.0 % Lowes Foods — 2005 1986 148,204 87.0 % Trader Joe’s Athletic Clubs Inc, Home Comfort Furniture, Gold’s Gym, Staples 1998 1998 103,128 96.6 % Kroger — 2006 1985 101,846 90.4 % Harris Teeter Eckerd 1996 1984 89,833 96.8 % Food Lion True Value Hardware 2,180,033 92.7 % Baltimore 2005 1990 73,529 100.0 % Super Fresh Rite Aid 2005 1986 81,027 98.0 % Trader Joe’s — 2005 2005 129,340 77.3 % (Giant Food) — 2005 1987 98,016 98.5 % Shoppers Food Warehouse Goodwill Industries 2005 1961 162,435 99.6 % Super Fresh Rite Aid, Parkville Lanes, Castlewood Realty 2005 1990 125,146 96.5 % Shoppers Food Warehouse Rite Aid 2005 1987 247,920 96.8 % — TJ Maxx, Sony Theatres, Ross Dress for Less, Homegoods, Staples, Annie Sez Other Maryland 2005 1966 104,037 89.0 % Giant Food CVS 2003 2003 206,050 98.8 % Giant Food Sears, GCO Carpet Outlet, (Toys “R” Us) 2005 1995 137,035 97.2 % Shoppers Food Warehouse CVS 2005 1978 22,328 100.0 % — — 2005 1987 45,654 94.3 % — CVS 2004 2001 64,775 72.2 % — — 2004 2001 120,326 99.0 % Safeway — 2005 1991 156,125 92.9 % Food Lion — 2005 1960 106,469 100.0 % Shoppers Food Warehouse — 2005 1985 113,443 97.1 % Safeway CVS 2005 1954 64,682 94.0 % — CVS 2,058,337 95.0 %
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
WASHINGTON (continued) | |||||||||||||
Eastgate Plaza (4) | 2005 | 1956 | 78,230 | 100.0 | % | Albertsons | Rite Aid | ||||||
Inglewood Plaza | 1999 | 1985 | 17,253 | 88.4 | % | — | — | ||||||
James Center (4) | 1999 | 1999 | 140,240 | 94.5 | % | Fred Myer | Rite Aid | ||||||
Lynnwood - H Mart | 2007 | 2007 | 77,028 | 100.0 | % | H Mart | — | ||||||
Overlake Fashion Plaza (4) | 2005 | 1987 | 80,555 | 100.0 | % | (Sears) | Marshalls | ||||||
Pine Lake Village | 1999 | 1989 | 102,953 | 94.0 | % | Quality Foods | Rite Aid | ||||||
Sammamish-Highlands | 1999 | 1992 | 101,289 | 100.0 | % | (Safeway) | Bartell Drugs, Ace Hardware | ||||||
Southcenter | 1999 | 1990 | 58,282 | 94.4 | % | (Target) | — | ||||||
Thomas Lake | 1999 | 1998 | 103,872 | 97.3 | % | Albertsons | Rite Aid | ||||||
Subtotal/Weighted Average (WA) | 1,255,836 | 97.0 | % | ||||||||||
OREGON | |||||||||||||
Portland | |||||||||||||
Cherry Park Market (4) | 1999 | 1997 | 113,518 | 88.8 | % | Safeway | — | ||||||
Greenway Town Center (4) | 2005 | 1979 | 93,101 | 100.0 | % | Unified Western Grocers | Rite Aid, Dollar Tree | ||||||
Hillsboro Market Center (4) | 2000 | 2000 | 148,051 | 95.0 | % | Albertsons | Petsmart, Marshalls | ||||||
Hillsboro - Sports Authority/Best Buy | 2006 | 2006 | 76,483 | 100.0 | % | Sports Authority | Best Buy | ||||||
Murrayhill Marketplace | 1999 | 1988 | 148,967 | 98.2 | % | Safeway | Segal’s Baby News | ||||||
Sherwood Crossroads | 1999 | 1999 | 87,966 | 98.6 | % | Safeway | — | ||||||
Sherwood Market Center | 1999 | 1995 | 124,259 | 99.0 | % | Albertsons | — | ||||||
Sunnyside 205 | 1999 | 1988 | 52,710 | 100.0 | % | — | — | ||||||
Tanasbourne Market | 2006 | 2006 | 71,000 | 100.0 | % | Whole Foods | — | ||||||
Walker Center | 1999 | 1987 | 89,610 | 100.0 | % | Sports Authority | — | ||||||
Other Oregon | |||||||||||||
Corvallis Market Center (3) | 2006 | 2006 | 82,073 | 91.8 | % | — | TJ Maxx, Michael’s | ||||||
Subtotal/Weighted Average (OR) | 1,087,738 | 97.1 | % | ||||||||||
TENNESSEE | |||||||||||||
Memphis | |||||||||||||
Collierville Crossing (4) | 2007 | 2004 | 86,065 | 96.2 | % | Schnucks, (Target) | — | ||||||
Nashville | |||||||||||||
Harding Place | 2004 | 2004 | 4,848 | 0.0 | % | (Wal-Mart) | — | ||||||
Lebanon Center (3) | 2006 | 2006 | 63,802 | 78.1 | % | Publix | — | ||||||
Harpeth Village Fieldstone | 1997 | 1998 | 70,091 | 100.0 | % | Publix | — | ||||||
Nashboro Village | 1998 | 1998 | 86,811 | 98.4 | % | Kroger | (Walgreens) | ||||||
Northlake Village I & II | 2000 | 1988 | 141,685 | 85.6 | % | Kroger | CVS, PETCO | ||||||
Peartree Village | 1997 | 1997 | 109,904 | 97.9 | % | Harris Teeter | Eckerd, Office Max | ||||||
Other Tennessee | |||||||||||||
Dickson Tn | 1998 | 1998 | 10,908 | 100.0 | % | — | Eckerd | ||||||
Subtotal/Weighted Average (TN) | 574,114 | 92.0 | % | ||||||||||
MASSACHUSETTS | |||||||||||||
Boston | |||||||||||||
Shops at Saugus (3) | 2006 | 2006 | 94,204 | 81.8 | % | Trader Joe’s | La-Z-Boy, PetSmart | ||||||
Speedway Plaza (4) | 2006 | 1988 | 185,279 | 99.4 | % | Stop & Shop, BJ’s Wholesale | — | ||||||
Twin City Plaza | 2006 | 2004 | 281,703 | 93.4 | % | Shaw’s, Marshall’s | Rite Aid, K&G Fashion, Dollar Tree, Gold’s Gym | ||||||
Subtotal/Weighted Average (MA) | 561,186 | 93.4 | % | ||||||||||
NEVADA | |||||||||||||
Anthem Highlands Shopping Center | 2004 | 2004 | 93,516 | 85.9 | % | Albertsons | CVS | ||||||
Centennial Crossroads Plaza (4) | 2007 | 2002 | 99,064 | 93.0 | % | Von’s Food & Drug, (Target) | — | ||||||
Deer Springs Town Center (3) | 2007 | 2007 | 335,788 | 79.8 | % | (Target), Home Depot, Toys “R” Us | Party Superstores, PetSmart, Ross Dress For Less, Staples | ||||||
Subtotal/Weighted Average (NV) | 528,368 | 83.4 | % | ||||||||||
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Allen Street Shopping Center (4) Lower Nazareth Commons (3) Stefko Boulevard Shopping Center (4) Silver Spring Square (3) City Avenue Shopping Center (4) Gateway Shopping Center Kulpsville Village Center (3) Mayfair Shopping Center (4) Mercer Square Shopping Center (4) Newtown Square Shopping Center (4) Towamencin Village Square (4) Warwick Square Shopping (4) Kenhorst Plaza (4) Hershey Subtotal/Weighted Average (PA) Orchards Market Center I (4) Orchards Market Center II (3) Aurora Marketplace (4) Cascade Plaza (4) Eastgate Plaza (4) Inglewood Plaza James Center (4) Lynnwood—Meryvns (3) Overlake Fashion Plaza (4) Pine Lake Village Puyallup—Meryvns (3) Sammamish Highland Southcenter Thomas Lake Subtotal/Weighted Average (WA) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) PENNSYLVANIA Allentown / Bethlehem 2005 1958 46,420 90.2 % Ahart Market Eckerd 2007 2007 106,462 0.0 % — — 2005 1976 133,824 91.7 % Valley Farm Market — Harrisburg 2005 2005 188,122 84.8 % Wegmans Ross Dress For Less, Bed Bath and Beyond, Best Buy, Office Max, Ulta Philadelphia 2005 1960 159,669 96.3 % — Ross Dress for Less, TJ Maxx, Sears 2004 1960 219,337 95.4 % Trader Joe’s Gateway Pharmacy, Staples, TJ Maxx, Famous Footwear, JoAnn Fabrics 2006 2006 14,820 100.0 % — Walgreens 2005 1988 112,276 92.7 % Shop ‘N Bag Eckerd, Dollar Tree 2005 1988 91,400 100.0 % Genuardi’s — 2005 1970 146,893 92.0 % Acme Markets Eckerd 2005 1990 122,916 95.9 % Genuardi’s Eckerd, Sears, Dollar Tree 2005 1999 89,680 96.5 % Genuardi’s — Other Pennsylvania 2005 1990 159,150 95.7 % Redner’s Market Rite Aid, Sears, US Post Office 2000 2000 6,000 100.0 % — — 1,596,969 87.4 % WASHINGTON Portland 2002 2004 100,663 100.0 % — Sportsman’s Warehouse, Jo-Ann Fabrics, PETCO 2005 2005 77,478 89.9 % — Wallace Theaters, Office Depot Seattle 2005 1991 106,921 98.3 % Safeway TJ Maxx 1999 1999 211,072 99.0 % Safeway Bally Total Fitness, Fashion Bug, Jo-Ann Fabrics, Longs Drug, Ross Dress For Less 2005 1956 78,230 100.0 % Albertsons Rite Aid 1999 1985 17,253 100.0 % — — 1999 1999 140,240 94.7 % Fred Myer Rite Aid 2007 2007 77,028 100.0 % H Mart — 2005 1987 80,555 100.0 % — Marshalls, (Sears) 1999 1989 102,953 100.0 % Quality Foods Rite Aid 2007 2007 76,682 100.0 % — — 1999 1992 101,289 100.0 % (Safeway) Bartell Drugs, Ace Hardware 1999 1990 58,282 98.2 % — (Target) 1999 1998 103,872 100.0 % Albertsons Rite Aid 1,332,518 98.5 %
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
ARIZONA | |||||||||||||
Phoenix | |||||||||||||
Anthem Marketplace | 2003 | 2000 | 113,292 | 94.4 | % | Safeway | — | ||||||
Palm Valley Marketplace (4) | 2001 | 1999 | 107,633 | 98.9 | % | Safeway | — | ||||||
Pima Crossing | 1999 | 1996 | 239,438 | 93.0 | % | Golf & Tennis Pro Shop, Inc. | Bally Total Fitness, E & J Designer Shoe Outlet, Paddock Pools Store, Pier 1 Imports, Stein Mart | ||||||
Shops at Arizona | 2003 | 2000 | 35,710 | 88.6 | % | — | Ace Hardware | ||||||
Subtotal/Weighted Average (AZ) | 496,073 | 94.3 | % | ||||||||||
MINNESOTA | |||||||||||||
Apple Valley Square (4) | 2006 | 1998 | 184,841 | 90.0 | % | Rainbow Foods, Jo-Ann Fabrics, (Burlington Coat Factory) | PETCO | ||||||
Colonial Square (4) | 2005 | 1959 | 93,200 | 94.0 | % | Lund’s | — | ||||||
Rockford Road Plaza (4) | 2005 | 1991 | 205,897 | 94.9 | % | Rainbow Foods | PetSmart, Homegoods, TJ Maxx | ||||||
Subtotal/Weighted Average (MN) | 483,938 | 92.9 | % | ||||||||||
DELAWARE | |||||||||||||
Dover | |||||||||||||
White Oak - Dover, DE | 2000 | 2000 | 10,908 | 100.0 | % | — | Eckerd | ||||||
Wilmington | |||||||||||||
First State Plaza (4) | 2005 | 1988 | 164,779 | 90.3 | % | Shop Rite | Cinemark, Dollar Tree, US Post Office | ||||||
Pike Creek | 1998 | 1981 | 229,510 | 99.2 | % | Acme Markets, K-Mart | Rite Aid | ||||||
Shoppes of Graylyn (4) | 2005 | 1971 | 66,808 | 92.9 | % | — | Rite Aid | ||||||
Subtotal/Weighted Average (DE) | 472,005 | 95.2 | % | ||||||||||
SOUTH CAROLINA | |||||||||||||
Charleston | |||||||||||||
Merchants Village (4) | 1997 | 1997 | 79,724 | 97.0 | % | Publix | — | ||||||
Orangeburg | 2006 | 2006 | 14,820 | 100.0 | % | — | Walgreens | ||||||
Queensborough Shopping Center (4) | 1998 | 1993 | 82,333 | 100.0 | % | Publix | — | ||||||
Columbia | |||||||||||||
Murray Landing (4) | 2002 | 2003 | 64,359 | 97.8 | % | Publix | — | ||||||
Rosewood Shopping Center (4) | 2001 | 2001 | 36,887 | 96.7 | % | Publix | — | ||||||
Greenville | |||||||||||||
Fairview Market (4) | 2004 | 1998 | 53,888 | 97.4 | % | Publix | — | ||||||
Other South Carolina | |||||||||||||
Buckwalter Village (3) | 2006 | 2006 | 59,602 | 88.3 | % | Publix | — | ||||||
Surfside Beach Commons (4) | 2007 | 1999 | 59,881 | 97.8 | % | Bi-Lo | — | ||||||
Subtotal/Weighted Average (SC) | 451,494 | 96.7 | % | ||||||||||
KENTUCKY | |||||||||||||
Franklin Square (4) | 1998 | 1988 | 203,317 | 93.1 | % | Kroger | Rite Aid, Chakeres Theatre, JC Penney, Office Depot | ||||||
Silverlake (4) | 1998 | 1988 | 99,352 | 97.6 | % | Kroger | — | ||||||
Walton Towne Center (3) | 2007 | 2007 | 23,184 | 33.6 | % | (Kroger) | — | ||||||
Subtotal/Weighted Average (KY) | 325,853 | 90.2 | % | ||||||||||
ALABAMA | |||||||||||||
Shoppes at Fairhope Village (3) | 2008 | 2008 | 84,741 | 68.7 | % | Publix | — | ||||||
Southgate Village (4) | 2001 | 1988 | 75,092 | 100.0 | % | Publix | Pet Supplies Plus | ||||||
Valleydale Village Shop Center (4) | 2002 | 2003 | 118,466 | 71.4 | % | Publix | — | ||||||
Subtotal/Weighted Average (AL) | 278,299 | 78.3 | % | ||||||||||
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Cherry Park Market (4) Greenway Town Center (4) Hillsboro Market Center (4) Hillsboro—Mervyns (3) Murrayhill Marketplace Sherwood Crossroads Sherwood Market Center Sunnyside 205 Tanasbourne Market Walker Center Corvallis Market Center (3) Subtotal/Weighted Average (OR) Anthem Highland Shopping Center (3) Centennial Crossroads (4) Deer Springs Town Center (3) Subtotal/Weighted Average (NV) White Oak—Dover, DE First State Plaza (4) Newark Shopping Center (4) Pike Creek Shoppes of Graylyn (4) Subtotal/Weighted Average (DE) Collierville Crossing (4) Harding Place Lebanon Center (3) Harpeth Village Fieldstone Nashboro Northlake Village I & II Peartree Village Dickson Tn Subtotal/Weighted Average (TN) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) OREGON Portland 1999 1997 113,518 90.0 % Safeway — 2005 1979 93,101 100.0 % Unified Western Grocers Rite Aid, Dollar Tree 2000 2000 148,051 98.1 % Albertsons Petsmart, Marshalls 2006 2006 76,844 100.0 % — — 1999 1988 148,967 �� 100.0 % Safeway Segal’s Baby News 1999 1999 87,966 100.0 % Safeway — 1999 1995 124,259 100.0 % Albertsons — 1999 1988 52,710 100.0 % — — 2006 2006 71,000 100.0 % Whole Foods — 1999 1987 89,610 95.7 % — Sportmart Other Oregon 2006 2006 82,671 81.2 % — TJ Maxx, Michael’s 1,088,697 96.9 % NEVADA 2004 2004 119,313 89.7 % Albertsons Sav-On Drugs 2007 2002 99,064 98.9 % Von’s Food & Drug — 2007 2007 556,359 24.0 % — — 774,736 43.7 % DELAWARE Dover 2000 2000 10,908 100.0 % — Eckerd Wilmington 2005 1988 164,668 86.6 % Shop Rite Cinemark 2005 1987 183,017 75.7 % — Blue Hen Lanes, Cinema Center, Dollar Express, La Tolteca Restaurant, Goodwill Industries 1998 1981 229,510 99.6 % Acme Markets K-Mart, Eckerd 2005 1971 66,676 100.0 % — Rite Aid 654,779 89.7 % TENNESSEE Memphis 2007 2004 86,065 98.8 % Schnucks — Nashville 2004 2004 7,348 24.9 % — (Wal-Mart) 2006 2006 63,802 78.1 % Publix — 1997 1998 70,091 100.0 % Publix — 1998 1998 86,811 100.0 % Kroger (Walgreens) 2000 1988 141,685 96.8 % Kroger CVS, PETCO 1997 1997 109,904 100.0 % Harris Teeter Eckerd, Office Max Other Tennessee 1998 1998 10,908 100.0 % — Eckerd 576,614 95.7 %
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Shops at Saugus (3) Speedway Plaza (4) Twin City Plaza Subtotal/Weighted Average (MA) Merchants Village (4) Orangeburg Queensborough (4) Murray Landing (4) Rosewood Shopping Center (4) Fairview Market (4) Pelham Commons Buckwalter Village (3) Surfside Beach Commons (4) Subtotal/Weighted Average (SC) Anthem Marketplace Palm Valley Marketplace (4) Pima Crossing Shops at Arizona Subtotal/Weighted Average (AZ) Apple Valley Square (4) Colonial Square (4) Rockford Road Plaza (4) Subtotal/Weighted Average (MN) Franklin Square (4) Silverlake (4) Walton Towne Center (3) Subtotal/Weighted Average (KY) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) MASSACHUSETTS Boston 2006 2006 94,194 40.6 % — La-Z-Boy 2006 1988 185,279 100.0 % Stop & Shop BJ’s Wholesale 2006 2004 281,703 92.4 % Shaw’s Brooks Pharmacy, K&G Fashion, Dollar Tree, Gold’s Gym, Marshall’s 561,176 86.2 % SOUTH CAROLINA Charleston 1997 1997 79,724 97.5 % Publix — 2006 2006 14,820 100.0 % — Walgreens 1998 1993 82,333 100.0 % Publix — Columbia 2002 2003 64,359 97.8 % Publix — 2001 2001 36,887 94.3 % Publix — Greenville 2004 1998 53,888 100.0 % Publix — 2002 2003 76,541 93.7 % Publix — Other South Carolina 2006 2006 79,302 61.0 % Publix — 2007 1999 59,881 100.0 % Bi-Lo — 547,735 92.5 % ARIZONA Phoenix 2003 2000 113,292 100.0 % Safeway — 2001 1999 107,633 98.1 % Safeway — 1999 1996 239,438 99.3 % — Bally Total Fitness, Chez Antiques, E & J Designer Shoe Outlet, Paddock Pools Store, Pier 1 Imports, Stein Mart 2003 2000 35,710 94.1 % — Ace Hardware 496,073 98.8 % MINNESOTA 2006 1998 184,841 95.2 % Rainbow Foods PETCO 2005 1959 93,200 97.9 % Lund’s — 2005 1991 205,897 96.3 % Rainbow Foods PetSmart, Homegoods, TJ Maxx 483,938 96.2 % KENTUCKY 1998 1988 203,318 93.9 % Kroger Rite Aid, Chakeres Theatre, JC Penney, Office Depot 1998 1988 99,352 96.7 % Kroger — 2007 2007 23,122 0.0 % (Kroger) — 325,792 88.1 %
Property Name Grocery Anchor Drug Store & Other Anchors > 10,000 Sq Ft Independence Square Fenton Marketplace State Street Crossing (3) Waterford Towne Center Subtotal/Weighted Average (MI) Airport Crossing (3) Augusta Center Evansville West Center (4) Greenwood Springs Willow Lake Shopping Center (4) Willow Lake West Shopping Center (4) Subtotal/Weighted Average (IN) Racine Centre Shopping Center (4) Whitnall Square Shopping Center (4) Subtotal/Weighted Average (WI) Southgate Village Shopping Ctr (4) Valleydale Village Shop Center (4) Subtotal/Weighted Average (AL) Corbin’s Corner (4) Subtotal/Weighted Average (CT) Haddon Commons (4) Plaza Square (4) Subtotal/Weighted Average (NJ) Merrimack Shopping Center (3) Subtotal/Weighted Average (NH) Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2) MICHIGAN 2003 2004 89,083 98.0 % Kroger — 1999 1999 97,224 92.9 % Farmer Jack Michaels 2006 2006 21,049 35.0 % — (Wal-Mart) 1998 1998 96,101 90.3 % Kroger — 303,457 89.6 % INDIANA Chicago 2006 2006 11,922 0.0 % — — 2006 2006 14,537 60.4 % (Menards) — Evansville 2007 1989 79,885 93.7 % Schnucks — Indianapolis 2004 2004 28,028 55.1 % (Wal-Mart Supercenter) (Gander Mountain) 2005 1987 85,923 85.1 % (Kroger) Factory Card Outlet 2005 2001 52,961 97.3 % Trader Joe’s — 273,256 81.9 % WISCONSIN 2005 1988 135,827 98.2 % Piggly Wiggly Office Depot, Factory Card Outlet, Dollar Tree 2005 1989 133,301 97.2 % Pick ‘N’ Save Harbor Freight Tools, Dollar Tree 269,128 97.7 % ALABAMA 2001 1988 75,092 96.7 % Publix Pet Supplies Plus 2002 2003 118,466 75.1 % Publix — 193,558 83.5 % CONNECTICUT 2005 1962 179,860 100.0 % Trader Joe’s Toys “R” Us, Best Buy, Old Navy, Office Depot, Pier 1 Imports 179,860 100.0 % NEW JERSEY 2005 1985 52,640 93.4 % Acme Markets CVS 2005 1990 103,842 96.1 % Shop Rite — 156,482 95.2 % NEW HAMPSHIRE 2004 2004 91,692 74.8 % Shaw’s — 91,692 74.8 %
Property Name Grocery Drug Store & Other Anchors > 10,000 Sq Ft Shops at The Columbia (4) Spring Valley Shopping Center (4) Subtotal/Weighted Average (DC) Total Weighted Average Year
Acquired Year
Constructed (1) Gross
Leasable
Area
(GLA) Percent
Leased (2)
Anchor DISTRICT OF COLUMBIA 2006 2006 22,812 82.3 % Trader Joe’s — 2005 1930 16,834 75.3 % — CVS 39,646 79.4 % 51,106,824 91.7 %
Property Name | Year Acquired | Year Con- structed (1) | Gross Leasable Area (GLA) | Percent Leased (2) | Grocer & Major | Drug Store & Other Anchors > 10,000 Sq Ft | |||||||
INDIANA | |||||||||||||
Chicago | |||||||||||||
Airport Crossing (3) | 2006 | 2006 | 11,945 | 11.3 | % | (Kohl’s) | — | ||||||
Augusta Center | �� | 2006 | 2006 | 14,537 | 70.1 | % | (Menards) | — | |||||
Evansville | |||||||||||||
Evansville West Center (4) | 2007 | 1989 | 79,885 | 91.9 | % | Schnucks | — | ||||||
Indianapolis | |||||||||||||
Greenwood Springs | 2004 | 2004 | 28,028 | 25.0 | % | (Gander Mountain), (Wal-Mart Supercenter) | — | ||||||
Willow Lake Shopping Center (4) | 2005 | 1987 | 85,923 | 74.4 | % | (Kroger) | Factory Card Outlet | ||||||
Willow Lake West Shopping Center (4) | 2005 | 2001 | 52,961 | 100.0 | % | Trader Joe’s | — | ||||||
Subtotal/Weighted Average (IN) | 273,279 | 76.4 | % | ||||||||||
WISCONSIN | |||||||||||||
Racine Centre Shopping Center (4) | 2005 | 1988 | 135,827 | 98.2 | % | Piggly Wiggly | Office Depot, Factory Card Outlet, Dollar Tree | ||||||
Whitnall Square Shopping Center (4) | 2005 | 1989 | 133,301 | 97.2 | % | Pick ‘N’ Save | Harbor Freight Tools, Dollar Tree, Walgreens | ||||||
Subtotal/Weighted Average (WI) | 269,128 | 97.7 | % | ||||||||||
CONNECTICUT | |||||||||||||
Corbin’s Corner (4) | 2005 | 1962 | 179,860 | 100.0 | % | Trader Joe’s | Toys “R” Us, Best Buy, Old Navy, Office Depot, Pier 1 Imports | ||||||
Subtotal/Weighted Average (CT) | 179,860 | 100.0 | % | ||||||||||
NEW JERSEY | |||||||||||||
Haddon Commons (4) | 2005 | 1985 | 52,640 | 93.4 | % | Acme Markets | CVS | ||||||
Plaza Square (4) | 2005 | 1990 | 103,842 | 97.6 | % | Shop Rite | — | ||||||
Subtotal/Weighted Average (NJ) | 156,482 | 96.2 | % | ||||||||||
MICHIGAN | |||||||||||||
Fenton Marketplace | 1999 | 1999 | 97,224 | 92.9 | % | Farmer Jack | Michaels | ||||||
State Street Crossing (3) | 2006 | 2006 | 21,049 | 48.3 | % | (Wal-Mart) | — | ||||||
Subtotal/Weighted Average (MI) | 118,273 | 84.9 | % | ||||||||||
NEW HAMPSHIRE | |||||||||||||
Merrimack Shopping Center | 2004 | 2004 | 84,793 | 80.4 | % | Shaw’s | — | ||||||
Subtotal/Weighted Average (NH) | 84,793 | 80.4 | % | ||||||||||
DISTRICT OF COLUMBIA | |||||||||||||
Shops at The Columbia (4) | 2006 | 2006 | 22,812 | 100.0 | % | Trader Joe’s | — | ||||||
Spring Valley Shopping Center (4) | 2005 | 1930 | 16,835 | 100.0 | % | — | CVS | ||||||
Subtotal/Weighted Average (DC) | 39,647 | 100.0 | % | ||||||||||
Total/Weighted Average | 49,644,545 | 92.3 | % | ||||||||||
(1) | Or latest renovation. |
(2) | Includes development properties. If development properties are excluded, the total percentage leased would be |
(3) | Property under development or redevelopment. |
(4) | Owned by a co-investment partnership with outside investors in which RCLP or an affiliate is the general partner. |
Note: Shadow anchor is indicated by parentheses.
Item 3. | Legal Proceedings |
We are a party to various legal proceedings which 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. | Submission of Matters to a Vote of Security Holders |
No matters were submitted for stockholder vote by Regency during the fourth quarter of 2007.2008.
Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
There is no established public trading market for the units of partnership interest in the Partnership (“Units”), and Units may be transferred only with the consent of the general partner as provided in the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). As of December 31, 20072008 there were approximately 2019 holders of record in the aggregate of Original Limited Partnership Units, Additional Units and Series D Preferred Units, determined in accordance with Rule 12g5-1 under the Securities Exchange Act of 1934, as amended. To the Partnership’s knowledge, there have been no bids for the Units and, accordingly, there is no available information with respect to the high and low quotation of the Units for any quarter since Regency became the general partner of the Partnership. Regency directly or indirectly through a subsidiary holds 99% of the Common Units. Each outstanding Unit other than the Units held directly or indirectly by Regency and the Series D Preferred Units which are convertible into Regency preferred stock may be exchangeable by its holder on a one share per one Unit basis, for the common stock of Regency or for cash, at Regency’s election.
The Partnership Agreement provides that the Partnership will make priority distributions of Available Cash (as defined in the Partnership Agreement) first to Series D Preferred Units on each March 31, June 30, September 30, and December 31 in a distribution amount equal to 7.45% of the original capital contribution per Series D Preferred Units. Subject to the prior right of the holders of Series D Preferred Units to receive all distributions accumulated on such Units in full, at the time of each distribution to holders of common stock of Regency, distributions of Available Cash will then be made pro-rata to the holders of common Units, including Regency.
Regency’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “REG”. We currently haveAs of February 24, 2009, Regency had approximately 26,000 stockholders.20,500 stockholders of record. The following table sets forth the high and low prices and the cash dividends declared on ourRegency common stock by quarter for 20072008 and 2006.2007.
2007 | 2006 | 2008 | 2007 | |||||||||||||||||||||||
Quarter Ended | High Price | Low Price | Cash Dividends Declared | High Price | Low Price | Cash Dividends Declared | High Price | Low Price | Cash Dividends Declared | High Price | Low Price | Cash Dividends Declared | ||||||||||||||
March 31 | $ | 93.48 | 75.90 | .66 | 69.00 | 58.64 | .595 | $ | 67.08 | 52.86 | .725 | 93.48 | 75.90 | .66 | ||||||||||||
June 30 | 85.30 | 67.64 | .66 | 67.99 | 59.18 | .595 | 73.52 | 58.13 | .725 | 85.30 | 67.64 | .66 | ||||||||||||||
September 30 | 77.00 | 61.99 | .66 | 69.06 | 60.86 | .595 | 73.10 | 51.67 | .725 | 77.00 | 61.99 | .66 | ||||||||||||||
December 31 | 80.68 | 61.41 | .66 | 81.42 | 67.59 | .595 | 66.19 | 23.36 | .725 | 80.68 | 61.41 | .66 |
Regency intends to pay regular quarterly distributions to their common stockholders. Future distributions will be declared and paid at the discretion of Regency’s Board of Directors, and will depend upon cash generated by operating activities, its financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as Regency’s Board of Directors deem relevant. Distributions by Regency to the extent of itsRegency’s current and accumulated earnings and profits for federal income tax purposes will be taxable to their stockholders as either ordinary dividend income or capital gain income if so declared by Regency. Distributions in excess of earnings and profits generally will be treated as a non-taxable return of capital. Such distributions have the effect of deferring taxation until the sale of a Regency stockholder’s common stock. In order to maintain Regency’s qualification as a REIT, Regency must make
annual distributions to their stockholders of at least 90% of itsRegency’s taxable income. Under certain circumstances, which Regency does not expect to occur,
Regency could be required to make distributions in excess of cash available for distributions in order to meet such requirements. Regency currently maintains the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables itsRegency’s stockholders to automatically reinvest distributions, as well as make voluntary cash payments towards the purchase of additional shares.
Under the loan agreement of our line of credit, in the event of any monetary default, Regencywe may not make distributions to stockholders except to the extent necessary to maintain itsour REIT status.
There were no sales of unregistered securities by Regency during the periods covered by this report other than a total of 267,2155,400 shares issued during 20072008 on a one-for-one basis for exchangeable common units of our operating partnership, Regency Centers, L.P., pursuant to Section 4(2) of the Securities Act of 1933.
Item 6. | Selected Financial Data |
(in thousands, except per unit data, number of properties, and ratio of earnings to fixed charges)
The following table sets forth Selected Financial Data for RCLP on a historical basis for the five years ended December 31, 2007.2008. This historical Selected Financial Data has been derived from the audited consolidated financial statements as reclassified for discontinued operations. As previously disclosed in our Current Report on Form 8-K dated March 12, 2009, Regency’s Audit Committee determined on March 12, 2009, after discussions with management, that our previously-issued consolidated financial statements as of and for the quarter and nine months ended September 30, 2008, should no longer be relied upon because of an error in our calculation of the gain on sale of properties to certain co-investment partnerships (DIK-JVs). Such error came to light as a result of the determination that for certain of our co-investment partnerships, the in-kind liquidation provisions contained within such co-investment partnership agreements constitute in-substance call/put options, a form of continuing involvement under Statement of Financial Accounting Standards No. 66, “Accounting for Sales of Real Estate”. As a result, the Partnership has reevaluated its accounting policy for such sales and has adopted a Restricted Gain Method of gain recognition, as described more fully in our Critical Accounting Policies, which considers the Partnership’s ability to receive property previously sold to a co-investment partnership upon liquidation. The revised method of recognizing gain on sale of properties to co-investment partnerships with in-kind liquidation provisions has been applied in the preparation of the consolidated financial statements set forth in this Annual Report on Form 10-K. As a result, in the financial data presented below, the Partnership corrected its reported gains on sales of properties in 2005 and 2004. There was no impact to gains on sale of properties in 2007 or 2006. The Partnership also recorded a correction to previously reported real estate investments before accumulated depreciation, total assets, and partners’ capital in 2004, 2005, 2006, and 2007 related to the cumulative correction of gains reported during the periods 2001 to 2005 as described in the notes below. This information should be read in conjunction with the consolidated financial statements of RCLP (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. This historical Selected
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||
(as restated) | (as restated) | |||||||||||
Operating Data: | ||||||||||||
Revenues | $ | 493,421 | 436,582 | 404,034 | 371,411 | 335,836 | ||||||
Operating expenses(a) | 277,064 | 247,835 | 231,857 | 197,561 | 187,291 | |||||||
Other expenses (income)(b) | 107,293 | 30,174 | 13,748 | 82,760 | 39,540 | |||||||
Minority interests | 701 | 990 | 4,863 | 263 | 319 | |||||||
Equity in income (loss) of investments in real estate partnerships(c) | 5,292 | 18,093 | 2,580 | (2,907 | ) | 9,962 | ||||||
Income from continuing operations(d) | 113,655 | 175,676 | 156,146 | 87,921 | 118,647 | |||||||
Income from discontinued operations | 27,165 | 33,350 | 68,966 | 70,907 | 41,685 | |||||||
Net income(e) | 140,820 | 209,026 | 225,112 | 158,828 | 160,332 | |||||||
Preferred unit distributions and original issuance costs | 23,400 | 23,400 | 23,400 | 24,849 | 28,462 | |||||||
Net income for common unit holders(f) | 117,420 | 185,626 | 201,712 | 133,979 | 131,870 | |||||||
Income per common unit - diluted: | ||||||||||||
Income from continuing operations(g) | $ | 1.28 | 2.18 | 1.90 | 0.93 | 1.43 | ||||||
Net income for common unit holders(h) | $ | 1.66 | 2.65 | 2.89 | 2.00 | 2.11 | ||||||
Other Information: | ||||||||||||
Distributions per unit | $ | 2.90 | 2.64 | 2.38 | 2.20 | 2.12 | ||||||
Common units outstanding | 70,505 | 70,112 | 69,759 | 69,218 | 64,297 | |||||||
Series D-F Preferred Units outstanding | 500 | 500 | 500 | 1,040 | 1,040 | |||||||
Combined Basis gross leasable area (GLA) | 49,645 | 51,107 | 47,187 | 46,243 | 33,816 | |||||||
Combined Basis number of properties owned | 440 | 451 | 405 | 393 | 291 | |||||||
Ratio of earnings to fixed charges | 1.6 | 2.1 | 2.2 | 1.9 | 2.0 | |||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||
(as restated) | (as restated) | (as restated) | (as restated) | |||||||||
Balance Sheet Data: | ||||||||||||
Real estate investments before accumulated depreciation(i) (m) | $ | 4,425,895 | 4,367,191 | 3,870,629 | 3,744,429 | 3,317,904 | ||||||
Total assets (j) (m) | 4,142,375 | 4,114,773 | 3,643,546 | 3,587,976 | 3,230,793 | |||||||
Total debt | 2,135,571 | 2,007,975 | 1,575,386 | 1,613,942 | 1,493,090 | |||||||
Total liabilities | 2,380,093 | 2,194,244 | 1,734,572 | 1,739,225 | 1,610,743 | |||||||
General partner’s capital(k) (m) | 1,512,550 | 1,586,683 | 1,564,015 | 1,497,898 | 1,308,140 | |||||||
Limited partners’ capital(l) (m) | 9,059 | 10,212 | 16,321 | 27,299 | 30,456 |
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||
Operating Data: | ||||||||||||
Revenues | $ | 451,508 | 416,968 | 383,623 | 346,947 | 321,575 | ||||||
Operating expenses | 256,764 | 239,360 | 205,259 | 194,939 | 174,328 | |||||||
Other expenses (income) | 30,279 | 14,170 | 67,559 | 40,802 | 33,545 | |||||||
Minority interests | 990 | 4,863 | 263 | 319 | 501 | |||||||
Equity in income (loss) of investments in real estate partnerships | 18,093 | 2,580 | (2,908 | ) | 10,194 | 11,276 | ||||||
Income from continuing operations | 181,568 | 161,155 | 107,634 | 121,082 | 124,477 | |||||||
Income from discontinued operations | 27,458 | 63,957 | 66,402 | 37,654 | 39,183 | |||||||
Net income | 209,026 | 225,112 | 174,036 | 158,735 | 163,659 | |||||||
Preferred unit distributions and original issuance costs | 23,400 | 23,400 | 24,849 | 28,462 | 34,001 | |||||||
Net income for common unit holders | 185,626 | 201,712 | 149,187 | 130,273 | 129,658 | |||||||
Income per common unit - diluted: | ||||||||||||
Income from continuing operations | $ | 2.26 | 1.97 | 1.23 | 1.48 | 1.48 | ||||||
Net income for common unit holders | $ | 2.65 | 2.89 | 2.23 | 2.08 | 2.11 | ||||||
Balance Sheet Data: | ||||||||||||
Real estate investments before accumulated depreciation | $ | 4,398,195 | 3,901,633 | 3,775,433 | 3,332,671 | 3,166,346 | ||||||
Total assets | 4,143,012 | 3,671,785 | 3,616,215 | 3,243,824 | 3,098,229 | |||||||
Total debt | 2,007,975 | 1,575,386 | 1,616,386 | 1,493,090 | 1,452,777 | |||||||
Total liabilities | 2,194,244 | 1,734,572 | 1,739,225 | 1,610,743 | 1,562,530 | |||||||
General partners’ capital | 1,614,302 | 1,591,634 | 1,525,517 | 1,320,852 | 1,220,863 | |||||||
Other Information: | ||||||||||||
Distributions per unit | $ | 2.64 | 2.38 | 2.20 | 2.12 | 2.08 | ||||||
Common units outstanding | 70,112 | 69,759 | 69,218 | 64,297 | 61,227 | |||||||
Series B-F Preferred Units outstanding | 500 | 500 | 1,040 | 2,290 | 4,640 | |||||||
Combined Basis gross leasable area (GLA) | 51,107 | 47,187 | 46,243 | 33,816 | 30,348 | |||||||
Combined Basis number of properties owned | 451 | 405 | 393 | 291 | 265 | |||||||
Ratio of earnings to fixed charges | 2.1 | 2.2 | 2.0 | 1.8 | 1.4 |
(a) | Operating expenses - Impact to tax benefit for deferral of gains on sales to DIK-JVs |
2005 | 2004 | |||||||
As previously reported and reclassified for discontinued operations | $ | 198,591 | $ | 189,026 | ||||
Correction | (1,030 | ) | (1,735 | ) | ||||
As restated | $ | 197,561 | $ | 187,291 | ||||
(b) | Other expenses (income) – Deferral of gains on sales to DIK-JVs |
2005 | 2004 | ||||||
As previously reported and reclassified for discontinued operations | $ | 66,521 | $ | 39,635 | |||
Correction | 16,239 | (95 | ) | ||||
As restated | $ | 82,760 | $ | 39,540 | |||
(c) | Equity in income (loss) of investments in real estate partnerships - Reversal of recognition of previously deferred gains on subsequent sales to third parties from DIK-JVs |
2005 | 2004 | |||||||
As previously reported | $ | (2,908 | ) | $ | 10,194 | |||
Correction | $ | 1 | $ | (232 | ) | |||
As restated | $ | (2,907 | ) | $ | 9,962 | |||
(d) | Income from continuing operations - Deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net |
2005 | 2004 | ||||||
As previously reported and reclassified for discontinued operations | $ | 103,128 | $ | 117,050 | |||
Correction | (15,207 | ) | 1,597 | ||||
As restated | $ | 87,921 | $ | 118,647 | |||
(e) | Net income - Deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net |
2005 | 2004 | ||||||
As previously reported and reclassified for discontinued operations | $ | 174,035 | $ | 158,735 | |||
Correction | (15,207 | ) | 1,597 | ||||
As restated | $ | 158,828 | $ | 160,332 | |||
(f) | Net income for common unit holders - Deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net |
2005 | 2004 | ||||||
As previously reported and reclassified for discontinued operations | $ | 149,186 | $ | 130,273 | |||
Correction | (15,207 | ) | 1,597 | ||||
As restated | $ | 133,979 | $ | 131,870 | |||
(g) | Income from continuing operations per common unit - diluted - Deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net |
2005 | 2004 | ||||||
As previously reported and reclassified for discontinued operations | $ | 1.16 | $ | 1.40 | |||
Correction | (0.23 | ) | 0.03 | ||||
As restated | $ | 0.93 | $ | 1.43 | |||
(h) | Net income for common unit holders per unit - diluted - Deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net |
2005 | 2004 | ||||||
As previously reported | $ | 2.23 | $ | 2.08 | |||
Correction | (0.23 | ) | 0.03 | ||||
As restated | $ | 2.00 | $ | 2.11 | |||
(i) | Real estate investments before accumulated depreciation - Cumulative gross deferral of gains on sales to and reversal of recognition of gains from DIK-JVs |
2007 | 2006 | 2005 | 2004 | ||||||||||
As previously reported | $ | 4,398,195 | 3,901,633 | 3,775,433 | 3,332,671 | ||||||||
Correction | (31,004 | ) | (31,004 | ) | (31,004 | ) | (14,767 | ) | |||||
As restated | $ | 4,367,191 | 3,870,629 | 3,744,429 | 3,317,904 | ||||||||
(j) | Total assets - Cumulative deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net of tax benefit |
2007 | 2006 | 2005 | 2004 | ||||||||||
As previously reported | $ | 4,143,012 | 3,671,785 | 3,616,215 | 3,243,824 | ||||||||
Correction | (28,239 | ) | (28,239 | ) | (28,239 | ) | (13,031 | ) | |||||
As restated | $ | 4,114,773 | 3,643,546 | 3,587,976 | 3,230,793 | ||||||||
(k) | General partner’s capital - General partner’s share of cumulative impact to net income for deferral of gains on sales to and reversal of recognition of gains from DIK-JVs, net of tax benefit |
2007 | 2006 | 2005 | 2004 | ||||||||||
As previously reported | $ | 1,614,302 | 1,591,634 | 1,525,517 | 1,320,852 | ||||||||
Correction | (27,619 | ) | (27,619 | ) | (27,619 | ) | (12,712 | ) | |||||
As restated | $ | 1,586,683 | 1,564,015 | 1,497,898 | 1,308,140 | ||||||||
(l) | Limited partners’ capital - Limited partners’ share of cumulative impact to net income for deferral of gains on sales to and reversal of recognition of gains from DIK-JVs |
2007 | 2006 | 2005 | 2004 | ||||||||||
As previously reported | $ | 10,832 | 16,941 | 27,919 | 30,775 | ||||||||
Correction | (620 | ) | (620 | ) | (620 | ) | (319 | ) | |||||
As restated | $ | 10,212 | 16,321 | 27,299 | 30,456 | ||||||||
(m) | 2004 opening balance sheet data reflects cumulative prior period adjustments recorded to defer reported gains on sales of properties to and reverse recognition of previously deferred gains on subsequent sales to third parties from DIK-JVs in 2003 and prior. As a result of this adjustment, real estate investments before accumulated depreciation and total assets decreased $14.6 million, general partner’s capital decreased $14.3 million, and limited partners’ capital decreased approximately $349,000. |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview andof Our Operating PhilosophyStrategy
Regency is a qualified real estate investment trust (“REIT”), which began operations in 1993. Regency’sOur primary operating and investment goal is long-term growth in earnings per share and total shareholderunit holder return, which we work to achieve by focusing on a strategy of owning, operating and developing high-quality community and neighborhood shopping centers that are tenanted by market-dominant grocers, category-leading anchors, specialty retailers and restaurants located in areas with above average household incomes and population densities. All of Regency’sour operating, investing and financing activities are performed through itsour operating partnership, Regency Centers, L.P. (“RCLP” or “Partnership”), RCLP’s wholly owned subsidiaries, and through its investments in co-investmentreal estate partnerships with third parties.parties (also referred to as co-investment partnerships or joint ventures). Regency currently owns 99% of the outstanding operating partnership units of RCLP.
At December 31, 2007,2008, we directly owned 232224 shopping centers (the “Consolidated Properties”) located in 2324 states representing 25.724.2 million square feet of gross leasable area (“GLA”). Our cost of these shopping centers and those under development is $4.0 billion before depreciation. Through co-investment partnerships, we own partial ownership interests in 219216 shopping centers (the “Unconsolidated Properties”) located in 27 states and the District of Columbia representing 25.4 million square feet of GLA. Our investment in the partnerships that own the Unconsolidated Properties is $432.9$383.4 million. Certain portfolio information described below is presented (a) on a Combined Basis, which is a total of the Consolidated Properties and the Unconsolidated Properties, (b) for our Consolidated Properties only and (c) for the Unconsolidated Properties that we own through co-investment partnerships. We believe that presenting the information under these methods provides a more complete understanding of the properties that we wholly-own versus those that we partially-own,indirectly own through entities we do not control, but for which we provide asset management, property management, leasing, investing and financing services. The shopping center portfolio that we manage, on a Combined Basis, represents 451440 shopping centers located in 29 states and the District of Columbia and contains 51.149.6 million square feet of GLA.
We earn revenues and generate cash flow by leasing space in our shopping centers to market-leading grocers, major retail anchors, specialty side-shop retailers, and restaurants, including ground leasing or selling building pads (out-parcels) to these potential tenants. We experience growth in revenues by increasing occupancy and rental rates at currently owned shopping centers, and by acquiring and developing new shopping centers. Community and neighborhood shopping centers generate substantial daily traffic by conveniently offering daily necessities and services. This high traffic generates increased sales, thereby driving higher occupancy and rental-rate growth, which we expect will sustain our growth in earnings per unit and increase the value of our portfolio over the long term.
We seek a range of strong national, regional and local specialty retailers, for the same reason that we choose to anchor our centers with leading grocers and major retailers who provide a mix of goods and services that meet consumer needs. We have created a formal partnering process, — the Premier Customer Initiative (“PCI”) —, to promote mutually beneficial relationships with our specialty retailers. The objective of PCI is for RCLPus to build a base of specialty tenants who represent the “best-in-class” operators in their respective merchandising categories. Such retailers reinforce the consumer appeal and other strengths of a center’s anchor, help to stabilize a center’s occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher sustainable rents.
The current economic recession is resulting in a higher level of retail store closings and is limiting the demand for leasing space in our shopping centers resulting in a decline in our occupancy percentages and rental revenues. Additionally, certain national tenants negotiate co-tenancy clauses into their lease agreements, which allow them to reduce their rents or close their stores in the event that a co-tenant closes their store. We believe that our investment focus on neighborhood and community shopping centers that conveniently provide daily necessities will help lessen the current economy’s negative impact to our shopping centers, although the negative impact could still be significant. We are
closely monitoring the operating performance and tenants’ sales in our shopping centers including those tenants operating retail formats that are experiencing significant changes in competition, business practice, or reductions in sales.
We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development, where we acquire the land and construct the building. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors and specialty retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process generally requirescan require three to fourfive years from initial land or redevelopment acquisition through construction, lease-up and stabilization of rental income, but can take longer depending upon the size of the project. Generally, anchor tenants begin operating their stores
prior to the completion of construction of the entire center, resulting in rental income during the development phase.
Regency intendsIn the near term, reduced new store openings amongst retailers is resulting in reduced demand for new retail space and is causing corresponding reductions in new leasing rental rates and development pre-leasing. As a result, we are significantly reducing our development program by reducing the number of new projects started, phasing existing developments that lack retail demand, and reducing related general and administrative expense. Although our development program will continue to be a significant part of our business strategy, new development projects will be rigorously evaluated in regard to availability of capital, visibility of tenant demand to achieve 95% occupancy, and sufficient investment returns.
We intend to maintain a conservative capital structure to fund our growth program, which should preserve our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center “recycling” as a key component, which requires ongoing monitoringcapital strategy to fund our growth. The culling of each center to ensure that it continues to meetnon-strategic assets and our investment standards. We sell the operating properties that no longer measure up to our standards.industry-leading co-investment partnership program are integral components of this strategy. We also develop certain retail centers because of their attractive profit margins with the intent of selling them to co-investment partnerships or other third parties upon completion. These salesales proceeds are re-deployed into new, higher-qualityhigh-quality developments and acquisitions that are expected to generate sustainable revenue growth and more attractive returns. To the extent that we are unable to execute our capital recycling program to generate adequate sources of capital, we will significantly reduce and even stop new investment activity until there is adequate visibility and reliability to sources of capital for RCLP.
Joint venturing of shopping centers also provides us with a capital source for new developments and acquisitions, as well as the opportunity to earn fees for asset and property management services. As 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. Co-investment partnerships grow their shopping center investments through acquisitions from third parties or direct purchases from RCLP.us. Although selling properties to co-investment partnerships reduces our direct ownership interest, we continue to share, to the extent of our ownership interest, in the risks and rewards of shopping centers that meet our high quality standards and long-term investment strategy. We currently have no obligations or liabilities ofwithin the co-investment partnerships beyond our economic ownership interest.
We have identified certain significant risks and challenges affecting our industry, and we are addressing them accordingly. The current lack of liquidity in the capital markets is having a corresponding effect on new investment activity in our co-investment partnerships. Our co-investment partnerships have significant levels of debt, 67.5% of which will mature through 2012, and are subject to significant refinancing risks. We anticipate that as real estate values decline, the refinancing of maturing loans, including those maturing in our joint ventures, will require us and our joint venture partners to contribute our respective pro-rata shares of capital in order to reduce refinancing requirements to acceptable loan to value levels required for new financings. While we have been successful refinancing maturing loans, the longer-term impact of the current economic downturn could result in a decline in occupancy levels atcrisis on our shopping centers, which would reduceability to access capital, including access by our rental revenues. Wejoint venture partners, or to obtain future financing to fund maturing debt is unclear. While we believe that our investment focus on neighborhoodpartners have sufficient capital or access thereto for these future capital requirements, we can provide no assurance that the constrained capital markets will not inhibit their ability to access capital and community shopping centers that conveniently provide daily necessities should minimize the current economy’s negative impactmeet their future funding requirements.
Financial Statements
Shopping Center Portfolio
The following tables summarize general operating statisticsinformation related to our shopping center portfolio, which we use to evaluate and monitor our performance.
December 31, 2007 | December 31, 2006 | |||||
Number of Properties (a) | 451 | 405 | ||||
Number of Properties (b) | 232 | 218 | ||||
Number of Properties (c) | 219 | 187 | ||||
Properties in Development (a) | 49 | 47 | ||||
Properties in Development (b) | 48 | 43 | ||||
Properties in Development (c) | 1 | 4 | ||||
Gross Leasable Area (a) | 51,106,824 | 47,187,462 | ||||
Gross Leasable Area (b) | 25,722,665 | 24,654,082 | ||||
Gross Leasable Area (c) | 25,384,159 | 22,533,380 | ||||
Percent Leased (a) | 91.7 | % | 91.0 | % | ||
Percent Leased (b) | 88.1 | % | 87.3 | % | ||
Percent Leased (c) | 95.2 | % | 95.0 | % |
December 31, 2008 | December 31, 2007 | |||||
Number of Properties(a) | 440 | 451 | ||||
Number of Properties(b) | 224 | 232 | ||||
Number of Properties(c) | 216 | 219 | ||||
Properties in Development(a) | 45 | 49 | ||||
Properties in Development(b) | 44 | 48 | ||||
Properties in Development(c) | 1 | 1 | ||||
Gross Leasable Area(a) | 49,644,545 | 51,106,824 | ||||
Gross Leasable Area(b) | 24,176,536 | 25,722,665 | ||||
Gross Leasable Area(c) | 25,468,009 | 25,384,159 | ||||
Percent Leased(a) | 92.3 | % | 91.7 | % | ||
Percent Leased(b) | 90.2 | % | 88.1 | % | ||
Percent Leased(c) | 94.3 | % | 95.2 | % |
(a) | Combined Basis |
(b) | Consolidated Properties |
(c) | Unconsolidated Properties |
We seek to reduce our operating and leasing risks through diversification which we achieve by geographically diversifying our shopping centers;centers, 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 theour four largest grocery tenants occupying ourthe shopping centers at December 31, 2007:2008:
Grocery Anchor | Number of Stores (a) | Percentage of Partnership - - owned GLA (b) | Percentage of Annualized Base Rent (b) | |||||
Kroger | 68 | 8.9 | % | 5.9 | % | |||
Publix | 66 | 6.7 | % | 4.3 | % | |||
Safeway | 65 | 5.3 | % | 3.5 | % | |||
Super Valu | 35 | 3.2 | % | 2.5 | % |
Grocery Anchor | Number of Stores(a) | Percentage of Partnership- owned GLA (b) | Percentage of Annualized Base Rent(b) | |||||
Kroger | 66 | 9.0 | % | 5.7 | % | |||
Publix | 67 | 6.8 | % | 4.2 | % | |||
Safeway | 64 | 5.7 | % | 3.8 | % | |||
Super Valu | 36 | 3.2 | % | 2.4 | % |
(a) | For the Combined Properties including stores owned by grocery anchors that are attached to our centers. |
(b) | GLA and annualized base rent include the Consolidated Properties plus RCLP’s pro-rata share of the Unconsolidated Properties. |
Although base rent is supported by long-term lease contracts, tenants who file bankruptcy are given the right to cancel any or all of their leases and close related stores, or to continue to operate. 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 continually monitorare closely monitoring industry trends and sales data to help us identify declines in retail categories or tenants who
might be experiencing financial difficulties as a result of slowing sales, lack of credit, changes in retail formats or increased competition, especially in light of the current downturn in the economy. We continueAs 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 monitor the video rental industry while its operators transition to different rental formats including on-line rental programs. At December 31, 2007, we had leases with 123 video rental stores representing $8.9 million of annual rental income to the Consolidated Properties and our pro-rata share of the Unconsolidated Properties.a specific retailer.
In October 2007, Movie Gallery filed for Chapter 11 bankruptcy protection. We currently have 21 Movie Gallery has closed six stores and has served notice of five additional store closings.occupying our shopping centers. The annual base rent on a pro-
rata basis is approximately $860,000 or .24% associated with these eleven stores. Subsequent to these closings, we expect that Movie Gallery will continue to operate 21 stores with annual base rent on a pro-rata basis associated with these 21 stores is approximately $1.2 million or less than 1%. At December 31, 2008, we were closely monitoring leases with 107 video rental stores including Movie Gallery representing $7.8 million of annual base rent on a pro-rata basis.
In May 2008, Linens-n-Things (“LNT”) filed for Chapter 11 bankruptcy protection. LNT has closed all five stores in our shopping centers. The annual base rent associated with these five stores is approximately $950,000$452,000 or .26%less than 1% of our annual base rent on a pro-rata basis.
In November 2008, Circuit City filed for Chapter 11 bankruptcy protection. Circuit City has rejected all three leases in our shopping centers. The annual base rent associated with these stores is $1.1 million or less than 1% of our annual base rent on a pro-rata basis.
In November 2008, Brooke Investments filed for Chapter 11 bankruptcy protection. Brooke Investments has closed all five stores in our shopping centers. The annual base rent associated with these five stores is approximately $127,000 or less than 1% of our annual base rent on a pro-rata basis.
In December 2008, Bally’s Total Fitness filed for Chapter 11 bankruptcy protection. Bally’s Total Fitness has rejected one lease in our shopping centers. The annual base rent on a pro-rata basis associated with this store is approximately $331,000 or less than 1%.
In February 2009, S&K Menswear filed for Chapter 11 bankruptcy protection. S&K Menswear has rejected two leases in our shopping centers. The annual base rent on a pro-rata basis associated with these stores is approximately $89,000 or less than 1%.
We continue to monitor tenants who have announced store closings. Starbucks recently announced that it would close approximately 900 of its stores. Of the 900 stores, Starbucks has closed two stores in our shopping centers and four are expected to close. The annual base rent associated with these six stores is approximately $251,000 or less than 1% of our annual base rent on a pro-rata basis. Washington Mutual has also closed two stores in our shopping centers. The annual base rent on a pro-rata basis associated with these two stores is approximately $208,000 or less than 1%.
We expect as the current economic downturn continues, additional retailers will announce store closings and/or bankruptcies that could affect our shopping centers. We are not aware at this time of the current or pending bankruptcy of any other tenants in our shopping centers that would cause a significant reduction in our revenues, and norevenues. No tenant represents more than 6% of the total of our annual base rental revenues and ourrent on a pro-rata share of the base revenues of the Unconsolidated Properties.basis.
Liquidity and Capital Resources
The following table summarizes net cash flows related to operating, investing, and financing activities for the years ended December 31, 2008, 2007, and 2006 (in thousands):
2008 | 2007 | 2006 | ||||||||
Net cash provided by operating activities | $ | 219,169 | 218,167 | 211,659 | ||||||
Net cash (used in) provided by investing activities | (105,775 | ) | (412,161 | ) | 43,387 | |||||
Net cash (used in) provided by financing activities | (110,529 | ) | 178,616 | (263,458 | ) | |||||
Net increase (decrease) in cash and equivalents | $ | 2,865 | (15,378 | ) | (8,412 | ) | ||||
We expect that cash generated from operating activities combined with gains on the sale of development properties will provide the necessary funds to pay our operating expenses, interest expense, scheduled principal payments on outstanding indebtedness,debt, and capital expenditures necessary to maintain and improve our shopping centers,centers. During 2008, 2007, and distributions to unit holders. Net cash provided by operating activities was $224.3 million, $216.8 million, and $205.4 million, and gains from the sale of real estate were $79.6 million, $124.8 million, and $76.7 million, for the years ended December 31, 2007, 2006, and 2005, respectively. During 2007, 2006, and 2005, we incurred capital expenditures to improvemaintain our shopping centers of $15.4 million, $15.1 million, and $14.0 million, and $14.4 million,million; we paid scheduled principal payments of $4.5$4.8 million, $4.5 million and $5.5$4.5 million to our lenders on mortgage loans,loans; and we paid distributions to our unit holders of $222.9 million, $204.3 million, and $185.2 million, and $167.4 million, respectively. In 2007, Regency increased itsDuring 2008 Regency’s annual dividend rateper common share increased by 10.9%9.8%.
We intend Regency expects to continue paying dividends to growtheir shareholders based upon availability of cash flow and to maintain compliance with REIT tax laws. On February 3, 2009, Regency’s Board of Directors declared a quarterly cash dividend of $0.725 per share, payable on March 4, 2009 to Regency shareholders of record on February 18, 2009 and determined that it in light of the current recession and the strains it is placing on our business, they will not increase the dividend rate per share during 2009, and may find it necessary to reduce future dividends or pay a portion of the dividend in the form of stock. Regency’s Board of Directors continuously reviews Regency’s operations and will make decisions about future dividend payments on a quarterly basis.
At December 31, 2008 we had 45 properties under construction or undergoing major renovations on a Combined Basis, which when completed, will represent a net investment of $993.2 million after projected sales of adjacent land and out-parcels. This compares to 49 properties that were under construction at December 31, 2007 representing an investment of $1.1 billion upon completion. We estimate that we will earn an average return on investment from our current development projects of 7.5% on a fully allocated basis including direct internal costs and the cost to acquire any residual ownership interests held by minority development partners. Average returns have declined over previous years primarily as a result of higher costs associated with the acquisition of land and construction. Returns are also being pressured by reduced competition among retailers resulting in declining rental rates. Costs necessary to complete the current development projects, net of reimbursements and projected land sales, are estimated to be approximately $141.9 million and will likely be expended through 2012. The costs to complete these developments will be funded from our $941.5 million Unsecured credit facilities (defined under Notes Payable), which had $643.8 million of available funding at December 31, 2008. The Unsecured credit facilities mature in 2011 but $600.0 million contains a one year extension option as discussed further below.
Our strategy is to continue growing our shopping center portfolio by investing in shopping centers through ground upnew development or by acquiring existing centers, while at the same time selling non-performing shopping centers and a percentage of new centers or acquisition of existing centers. Because development and acquisition activities are discretionary in nature, they are not expectedour completed developments as a means to burdengenerate the capital resourcesrequired by this new investment activity. In the near term, reduced store demand or failures among national retailers is resulting in reduced demand for new retail space and is causing corresponding reductions in new leasing rental rates and development pre-leasing. As a result, we have currently available for liquidity requirements. However,significantly reduced our development program continuesby reducing the number of new projects started, phasing existing developments that lack retail demand, and reducing related general and administrative expense. Also, to be a significant partthe extent that we are unable to execute our capital recycling program in the current economic environment in order to generate new capital, or we find it necessary to provide financing to buyers of our business modelshopping centers resulting in reduced sales proceeds, we will significantly reduce, and we expect to continue to startif necessary, stop new development projects each year based upon retailer store demand,investment activity until the capital availability, and adequate investment returns. markets become less volatile.
We expect to meet our long-term capital investment requirements for development, acquisitions, andrepay maturing secured mortgage loans and credit lines primarily from: (i) residual cash generated from operating activities aftersimilar new issues. We have $25.1 million of secured mortgage loans maturing through 2010. Our joint ventures have $936.5 million of secured mortgage loans and credit lines maturing through 2010, and our pro-rata share is $248.8 million. We believe that in order to refinance the payments described above, (ii) drawsmaturing joint venture loans, we, along with our partners, will likely be required to contribute our pro-rata share based on our linerespective ownership interest percentage of the capital necessary to reduce the refinancing amounts to acceptable loan to value levels required for this type of financing in the current capital markets environment. Currently, the expected partner capital requirements for maturing debt in our joint ventures is estimated to be in a range of 20% - 30% of the loan balances at maturity based upon prevailing market terms at the time of refinancing. We would fund our pro-rata share of a capital call, if any, from our Unsecured credit facilities. We believe that our partners have sufficient capital or access thereto for these future capital
requirements, however, we can provide no assurance that the current economic crisis will not inhibit their ability to access capital and (iii) proceeds from the sale or joint venturing of real estate. meet their future funding requirements. A more detailed loan maturity schedule is included below under Notes Payable.
We would expect that maturing unsecured public debt would be repaid from the proceeds of similar new unsecured issues in the future. Althoughfuture if those capital markets are available, although in the current environment, new issues are significantly more expensive than historical issues. To the extent that issuing unsecured debt in the public markets is cost prohibitive or unavailable, we believe that we have no maturingsufficient unsecured assets that we could finance with secured mortgages and repay the unsecured public debt in 2008, we dodebt. We have $50.0 million and $160.0 million of public debt maturing in 2009 and 2010, respectively. The joint ventures are not rated and therefore do not issue and have no unsecured public debt outstanding.
Although common or preferred equity raised in the public markets is a funding option, and we considergiven the state of the current capital markets, our access to these markets tomay be good,limited. When the conditions for the issuance of equity are more favorable, we do not currently anticipatemight consider issuing equity to fund new investment opportunities, fund our development program or repay maturing debt.debt, which would result in dilution to our existing shareholders. We would also consider issuing equity as part of a financing plan to maintain our leverage ratios at acceptable levels as determined by ourRegency’s Board of Directors. At December 31, 2007,2008, Regency had an unlimited amount available under theirits shelf registration for equity securities and RCLP had $200.0 millionan unlimited amount available for debt under its shelf registration.
The following table summarizes net cash flows related to operating, investing and financing activities (in thousands):
2007 | 2006 | 2005 | ||||||||
Net cash provided by operating activities | $ | 224,297 | 216,815 | 205,403 | ||||||
Net cash (used in) provided by investing activities | (418,291 | ) | 38,231 | (484,778 | ) | |||||
Net cash provided by (used in) financing activities | 178,616 | (263,458 | ) | 226,513 | ||||||
Net decrease in cash and equivalents | $ | (15,378 | ) | (8,412 | ) | (52,862 | ) | |||
At December 31, 2007 we had 49 properties under construction or undergoing major renovations on a Combined Basis, which when completed, will represent a net investment of $1.1 billion after projected sales of adjacent land and out-parcels. This compares to 47 properties that were under construction at the end of 2006 representing an investment of $1.1 billion upon completion. We estimate that we will earn an average return on our investment from our current development projects of 8.39% on
a fully allocated basis including direct internal costs and the cost to acquire any residual interests held by minority development partners. Average returns have declined over previous years primarily the result of higher costs associated with the acquisition of land and construction. The Partnership believes that our development returns are sufficient on a risk adjusted basis. Costs necessary to complete the current development projects, net of projected land sales, are estimated to be $447.4 million and will likely be expended through 2011. The costs to complete these developments will be funded from our $600.0 million line of credit, which had $392.0 million of available funding at December 31, 2007, and from expected proceeds from the future sale of shopping centers as part of the capital recycling program described above.
During 2007, we acquired five shopping centersregistration for a purchase price of $106.0 million, which included the assumption of $42.3 million in debt, net of a $1.2 million discount. In accordance with Statement 141, acquired lease intangible assets and acquired lease intangible liabilities of $9.3 million and $4.7 million, respectively were recorded for these acquisitions. The acquisitions were accounted for as a purchase business combination and the results of their operations are included in the consolidated financial statements from the date of acquisition.debt.
Investments in Unconsolidated Real Estate Partnerships (Co-investment partnerships)
At December 31, 2007, we had investments in unconsolidated real estate partnerships of $432.9 million. The following table is a summary of unconsolidated combined assets and liabilities of these co-investment partnerships and our pro-rata share (see note below) at December 31, 2007 and 2006 (dollars in thousands):
2007 | 2006 | |||||
Number of Joint Ventures | 19 | 18 | ||||
RCLP’s Ownership | 16.35%-50% | 20%-50% | ||||
Number of Properties | 219 | 187 | ||||
Combined Assets | $ | 4,767,553 | $ | 4,365,675 | ||
Combined Liabilities | 2,889,238 | 2,574,860 | ||||
Combined Equity | 1,878,315 | 1,790,815 | ||||
RCLP’s Share of(1): | ||||||
Assets | $ | 1,151,872 | $ | 1,106,803 | ||
Liabilities | 692,804 | 646,346 |
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We account for allcertain investments in real estate partnerships in which we own 50% or less and do not have a controlling financial interest using the equity method. We have determined that these investments are not variable interest entities as defined in Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) “Consolidation of Variable Interest Entities” (“FIN 46(R)”) and do not require consolidation under Emerging Issues Task Force Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”) or the American Institute of Certified Public Accountants’ (AICPA)(“AICPA”) Statement of Position 78-9, “Accounting for Investments in Real Estate Ventures” (“SOP 78-9”), and therefore are subject to the voting interest model in determining our basis of accounting. Major decisions, including property acquisitions not meeting pre-established investment criteria, dispositions, financings, annual budgets and dissolution of the ventures are subject to the approval of all partners.
We account for profit recognition on sales of real estate in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 66, “Accounting for Sales of Real Estate” (“Statement 66”). Recognition of gains from sales to co-investment partnerships is recorded on only that portion of the sales not attributable to our ownership interest unless there are certain provisions in the partnership agreement which allow the Company a unilateral right to initiate a distribution in kind (“DIK”) upon liquidation, as described further below under our Critical Accounting Policies and Note 1(b) Summary of Significant Accounting Policies in our Consolidated Financial Statements each included herein. The presence of such DIK provisions requires that we apply a more restrictive method of gain recognition (“Restricted Gain Method”) on sales of properties to these co-investment partnerships. This method considers our potential ability to receive property through a DIK on which partial gain has been recognized, and ensures maximum gain deferral upon sale to a partnership containing these unilateral DIK rights (“DIK-JV”). We have concluded, through consultation with our auditors and the staff of the Securities and Exchange Commission (SEC), that these dissolution provisions constitute in-substance call/put options under the guidance of Statement 66, and represent a form of continuing involvement with respect to property that we sold to these DIK-JV’s.
The operations and gains related to properties sold to our investments in all real estate partnerships are not recorded as discontinued operations because we continue to provide to these shopping centers property management services under market rate agreements with our co-investment partnerships. For those properties acquired by the joint venture from unrelated parties, we are required to
contribute our pro-rata share based on our ownership interest of the purchase price to the partnerships.
At December 31, 2008, we had investments in real estate partnerships of $383.4 million. The following table is a summary of unconsolidated combined assets and liabilities of these co-investment partnerships and our pro-rata share (see note below) at December 31, 2008 and 2007 (dollars in thousands):
2008 | 2007 | |||||||
Number of Joint Ventures | 19 | 19 | ||||||
RCLP’s Ownership | 16.35%-50 | % | 16.35%-50 | % | ||||
Number of Properties | 216 | 219 | ||||||
Combined Assets | $ | 4,862,730 | $ | 4,767,553 | ||||
Combined Liabilities | 2,973,410 | 2,889,238 | ||||||
Combined Equity | 1,889,320 | 1,878,315 | ||||||
RCLP’s Share of(1): | ||||||||
Assets | $ | 1,171,218 | $ | 1,151,872 | ||||
Liabilities | 705,452 | 692,804 |
(1) | Pro-rata financial information is not, and is not intended to be, a presentation in accordance with U.S. generally accepted accounting principles. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on the operations of RCLP, which includes such items on a single line presentation under the equity method in its consolidated financial statements. |
Investments in real estate partnerships are primarily composed of co-investment partnerships where we invest with three co-investment partners and an open-end real estate fund
(“ (“Regency Retail Partners” or the “Fund”), as further described below. In addition to earning our pro-rata share of net income or loss in each of these partnerships, we receive market-based fees for asset management, property management, leasing, investment, and financing services. During 2008, 2007, 2006 and 2005,2006, we received fees from these co-investment partnerships of $32.3$31.7 million, $30.9$29.1 million, and $26.8$22.1 million, respectively. Our investments in real estate partnerships as of December 31, 20072008 and 20062007 consist of the following (in thousands):
Ownership | 2008 | 2007 | ||||||||||||||
Ownership | 2007 | 2006 | (as restated) | |||||||||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 40,557 | 60,651 | 25.00 | % | $ | 11,137 | 15,463 | ||||||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 6,153 | 6,822 | 25.00 | % | 3,760 | 4,061 | ||||||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | 214,450 | 234,378 | 24.95 | % | 197,602 | 214,450 | ||||||||
Macquarie CountryWide-Regency III (MCWR II) | 24.95 | % | 812 | 1,140 | ||||||||||||
Macquarie CountryWide-Regency III (MCWR III) | 24.95 | % | 623 | 812 | ||||||||||||
Macquarie CountryWide-Regency-DESCO (MCWR-DESCO) | 16.35 | % | 29,478 | — | 16.35 | % | 21,924 | 29,478 | ||||||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 33,801 | 36,096 | 20.00 | % | 29,704 | 29,978 | ||||||||
Cameron Village LLC (Columbia) | 30.00 | % | 20,364 | 20,826 | ||||||||||||
Columbia Regency Partners II (Columbia) | 20.00 | % | 20,326 | 11,516 | ||||||||||||
Columbia Regency Partners II (Columbia II) | 20.00 | % | 12,858 | 20,326 | ||||||||||||
Cameron Village LLC (Cameron) | 30.00 | % | 19,479 | 20,364 | ||||||||||||
RegCal, LLC (RegCal) | 25.00 | % | 17,110 | 18,514 | 25.00 | % | 13,766 | 17,113 | ||||||||
Regency Retail Partners (the Fund) (1) | 20.00 | % | 13,296 | 5,139 | ||||||||||||
Regency Retail Partners (the Fund) | 20.00 | % | 23,838 | 13,296 | ||||||||||||
Other investments in real estate partnerships | 50.00 | % | 36,563 | 39,008 | 50.00 | % | 48,717 | 36,565 | ||||||||
Total | $ | 432,910 | 434,090 | $ | 383,408 | 401,906 | ||||||||||
Investments in real estate partnerships are reported net of deferred gains of $87.2 million and $69.5 million at December 31, 2008 and 2007, respectively. After applying the Restricted Gain Method, cumulative deferred gains in 2007 have increased by $30.5 million to correct gains from partial sales recorded during the periods 2001 to 2005 and have been noted as restated. Cumulative deferred gain amounts related to each co-investment partnership are described below.
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We co-invest with the Oregon Public Employees Retirement Fund (“OPERF”) in three co-investment partnerships, (collectively “Columbia”), intwo of which we have ownership interests of 20% or(“Columbia” and “Columbia II”) and one in which we have an ownership interest of 30% (“Cameron”). AsOur investment in the three co-investment partnerships with OPERF totals $62.0 million and represents 1.5% of our total assets at December 31, 2007,2008. At December 31, 2008, the Columbia owned 28 shopping centers,co-investment partnerships had total assets of $648.2$762.7 million and net income of $12.7 million for the year ended.$11.0 million. Our share of Columbia’sthe co-investment partnerships’ total assets and net income was $142.1$164.8 million and $2.6$2.2 million, respectively, which represents 3.4%4.0% of our total assets and 1.4%1.9% of our net income available for common unit holders. During 2007,holders, respectively.
As of December 31, 2008, Columbia acquired eightowned 14 shopping centers, had total assets of $321.9 million, and net income of $10.2 million for the year ended. We have a unilateral DIK right to liquidate the partnership; therefore, we have applied the Restricted Gain Method to determine the amount of gain that we recognize on property sales to Columbia. During 2006 to 2008, we did not sell any properties to Columbia. Since its inception in 2001, we have recognized gain of $2.0 million on partial sales to Columbia and deferred gain of $4.3 million. In December 2008, we earned and recognized a $19.7 million Portfolio Incentive Return fee from unrelated partiesOPERF based on Columbia’s outperformance of the cumulative NCREIF index since the inception of the partnership and a hurdle rate as outlined in the partnership agreement.
As of December 31, 2008, Columbia II owned 16 shopping centers, had total assets of $327.5 million, and net income of $1.1 million for the year ended. During 2008, Columbia II purchased one operating property from a third party for a purchase price of $88.7$28.5 million netand we contributed $5.7 million for our proportionate share. We have a unilateral DIK right to liquidate the partnership; therefore, we have applied the Restricted Gain Method to determine the amount of $15.2 million of assumed debt and $31.1 million in financing obtained by Columbia. The Partnership contributed $9.3 milliongain that we recognize on property sales to Columbia II. In September 2008, Columbia II acquired three completed development properties from us for a purchase price of $83.4 million, and as a result, we recognized gain of $9.1 million and deferred gain of $15.7 million. As more thoroughly described in Note 18 to our accompanying consolidated financial statements, the amount of gain previously recorded during September 2008 was subsequently adjusted by a reduction of $10.7 million. During 2006 and 2007, we did not sell any properties to Columbia II. Since the inception of Columbia II in 2004, we have recognized gain of $9.1 million on partial sales to Columbia II and deferred gain of $15.7 million. During 2008, Columbia II sold one shopping center to an unrelated party for $13.8 million and recognized a gain of approximately $256,000.
As of December 31, 2008, Cameron owned one shopping center, had total assets of $113.3 million, and a net loss of approximately $187,000 for the year ended. The partnership agreement does not contain any DIK provisions that would require us to apply the Restricted Gain Method. Since its pro-rata share of the purchase price.inception in 2004, we have not sold any properties to Cameron.
We co-invest with the California State Teachers’ Retirement System (“CalSTRS”) in a joint venture (“RegCal”) in which we have a 25% ownership interest. As of December 31, 2007,2008, RegCal owned eightseven shopping centers, had total assets of $167.3$158.1 million, and had net income of $2.8$5.9 million for the year ended. Our share of RegCal’s total assets and net income was $41.8 millionrepresent 1% and $662,217, respectively which represents 1.0%1.3% of our total assets and less than 1.0% of our net income available for common unit holders, respectively. We have a unilateral DIK right to liquidate the partnership; therefore, we have applied the Restricted Gain Method to determine the amount of gain that we recognize on property sales to RegCal. During 2007, CalSTRS2006 to 2008, we did not sell any properties to RegCal. Since its inception in 2004, we have recognized gain of $10.1 million on partial sales to RegCal and deferred gain of $3.4 million. During 2008, RegCal sold one shopping center to an unrelated party for $13.2$9.5 million forand recognized a gain of $1.4$4.2 million.
We co-invest with Macquarie CountryWide Trust of Australia (“MCW”) in five co-investment partnerships two in which we have an ownership interest of 25% (“MCWR(collectively “MCWR I”), two in which we have an ownership interest of 24.95% (“MCWR II)II” and “MCWR III”), and one in which we have an ownership interest of 16.35% (“MCWR-DESCO”). Our investment in the five co-investment partnerships with MCW totals $235.0 million and represents 5.7% of our total assets at December 31, 2008. At December 31, 2008, MCW had total assets of $3.4 billion and net income of $11.6 million. Our share of
the co-investment partnerships’ total assets and net income was $823.9 million and $2.1 million, respectively, which represents 19.9% of our total assets and 1.8% of our net income available for common unit holders, respectively.
As of December 31, 2007,2008, MCWR I owned 42 shopping centers, had total assets of $612.0$593.9 million, and net income of $32.7$11.1 million for the year ended. Our shareWe have a unilateral DIK right to liquidate the partnership; therefore, we have applied the Restricted Gain Method to determine the amount of gain we recognize on property sales to MCWR I’s total assets and net income was $153.1I. During 2006 to 2008, we did not sell any properties to MCWR I. Since its inception in 2001, we have recognized gains of $27.5 million and $10.3 million, respectively. During 2007, MCWR I sold nine shopping centers for $137.4 million to unrelated parties for a gain of $22.6 million. During 2007 MCWR I acquired one shopping center from an unrelated party for a purchase price of $23.0 million, which included the assumption of $10.8 million of debt. The Partnership contributed $2.2 millionon partial sales to MCWR I for its pro-rata shareand deferred gains of $46.9 million. Subsequent to December 31, 2008, under the terms of the purchase price.MCWR I partnership agreement, MCW elected to dissolve the partnership. In January 2009, we began liquidating the partnership through a DIK, which provides for distributing the properties to each partner under an alternating selection process, ultimately in proportion to the value of each partner’s respective partnership interest as determined by appraisal. The total value of the properties based on appraisals, net of debt, is estimated to be approximately $482.7 million. The properties which we receive through the DIK will be recorded at the amount of the carrying value of our equity investment, net of deferred gain. The dissolution is expected to be completed during 2009 subject to required lender consents for ownership transfer.
As of December 31, 2007,2008, MCWR II owned 9685 shopping centers, had total assets of $2.6$2.4 billion and recorded a net lossincome of $13.1$5.6 million for the year ended. Our share of MCWR II’s total assets and net loss was $651.0 million and $3.2 million, respectively. As a result of the significant amount of depreciation and amortization expense recorded by MCWR II in connection with the acquisition of the First Washington Portfolio in 2005, the joint venture may continue to report a net loss in future years, but is expected to produce positive cash flow from operations. During 2007,2008, MCWR II sold onea portfolio of seven shopping centercenters to an unrelated party for $13.5$108.1 million forand recognized a gain of $560,169. We$8.9 million. At December 31, 2008, the partnership agreement did not contain any DIK provisions that would require us to apply the Restricted Gain Method. However, in January 2009, the partnership agreement was amended to include DIK provisions; therefore, we will apply the Restricted Gain Method if additional properties are sold to MCWR II in the future. During the period 2006 to 2008, we did not sell any properties to MCWR II. Since its inception in 2005, we have the abilityrecognized gain of $2.3 million on partial sales to receive anMCWR II and deferred gain of approximately $766,000. In June 2008, we earned additional acquisition feefees of approximately $5.2 million (the “Contingent Acquisition Fee”Fees”) deferred from the original acquisition date ofsince we achieved the First Washington Portfolio which is subject to achieving cumulative targeted income levels through 2008.specified in the Amended and Restated Income Target Agreement between RCLP and MCW dated March 22, 2006. The Contingent Acquisition Fee will only beFees recognized if earned, and the recognition of income will bewere limited to that percentage of MCWR II, or 75.05%, of the joint venture not owned by us.us and amounted to $3.9 million.
On August 10, 2007, MCWR-DESCO closed on the acquisition of 32 retail centers for a purchase price of approximately $396.2 million including debt of approximately $209.5 million. We contributed $29.7 million to the venture for our pro-rata share of the purchase price for our 16.35% equity ownership. The acquisition was accounted for as a purchase business combination by MCWR-DESCO. As of December 31, 2007, MCWR-DESCO2008, MCWR III owned four shopping centers, had total assets of $419.9$67.5 million, and a net loss of approximately $238,000 for the year ended. At December 31, 2008, the partnership agreement did not contain any DIK provisions that would require us to apply the Restricted Gain Method. However, in January 2009, the partnership agreement was amended to include DIK provisions; therefore, we will apply the Restricted Gain Method if additional properties are sold to MCWR III in the future. Since its inception in 2005, we have recognized gain of $14.1 million on partial sales to MCWR III and deferred gain of $4.7 million.
As of December 31, 2008, MCWR-DESCO owned 32 shopping centers, had total assets of $395.6 million and recorded a net loss of $3.3$4.9 million since inceptionfor the year ended primarily related to depreciation and amortization expense, but is expected to produceproduced positive cash flow from operations. Our shareThe partnership agreement does not contain any DIK provisions that would require us to apply the Restricted Gain Method. Since its inception in 2007, we have not sold any properties to MCWR-DESCO.
We co-invest with Regency Retail Partners (the “Fund”), an open-ended, infinite life investment fund in which we have an ownership interest of 20%. As of December 31, 2008, the venture’sFund owned nine shopping centers, had total assets of $381.2 million, and recorded a net loss was $68.7of $2.1 million for the year ended. The Fund represents 1.8% and $465,028, respectively.
Our investment in the five co-investment partnerships with MCW totals $291.5 million and represents 7.0% of our total assets at December 31, 2007. Our pro-rata share of the assets and net income of these ventures was $872.8 million and $6.7 million, respectively, which represents 21.1% and 3.6%less than 1% of our total assets and net income available for common unit holders, respectively.
In December 2006, we formed Regency Retail Partners, LP (the “Fund”), an open-end, infinite-life investment fund with an ownership interest of 26.8%. During the first quarter of 2007, we reduced our ownership interest to 20% with the admission of additional partners into2008, the Fund and recognizedpurchased one shopping center from a gain of $2.2third party for $93.3 million that had previously been deferred. The Fund has the right to acquire all future RCLP-developed large format community centers, upon stabilization, that meet the Fund’s investment criteria subject to the Fund’s capital availability. A community center is generally defined as a shopping center with at least 250,000 square feetincluded $66.0 million of GLA including tenant-owned GLA. As of December 31, 2007, the Fund owned seven shopping centers, had total assets of $209.0 millionassumed mortgage debt and net income of $1.2we contributed $18.7 million for the year ended. Ourour proportionate share of the Fund’s total assets and net income was $41.7 million and $325,861, respectively. Our share ofpurchase price. During 2008, the Fund represents 1.0% of our total assets and less than 1.0% of our net income available for common unit holders, respectively. During 2007, the Fundalso acquired six community shopping centersone property in development from us for a sales price of $126.4$74.5 million or $102.8 million on a net basis. As part of the transactionand we provided a short-term note receivable to the Fund of $12.1 million, which the Fund repaid to us in January 2008. We recognized a gain of $42.8 $4.7
million after excluding our ownership interest.
Recognition The partnership agreement does not contain any DIK provisions that would require us to apply the Restricted Gain Method. Since its inception in 2006, we have recognized gains of gains from$71.6 million on partial sales to co-investment partnerships is recorded on only that portion of the sales not attributable to our ownership interest. The gains and operations are not recorded as discontinued operations because of our continuing involvement in these shopping centers. Columbia, RegCal, the co-investment partnerships with MCW, and the Fund intend to continue to acquire retail shopping centers, someand deferred gains of which they may acquire directly from us. For those properties acquired from unrelated parties, we are required to contribute our pro-rata share of the purchase price to the partnerships.$17.9 million.
Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, and our unsecured line ofUnsecured credit facilities as described further below. 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 table excludes obligationsreserves for approximately $3.4$3.2 million related to environmental remediation as discussed below under Environmental Matters as the timing of the remediation is not currently known. The table also excludes obligations related to construction or development contracts because payments are only due upon the satisfactory performance under the contract. Costs necessary to complete the 49 development projects currently in process are estimated to be $447.4$141.9 million and will likely be expended through 2011. 2012.
The following table of Contractual Obligations summarizes our debt maturities including interest, (excluding recorded debt premiums or discounts that are not obligations), and our obligations under non-cancelable operating and ground leases as of December 31, 20072008 including our pro-rata share of obligations within unconsolidated co-investment partnerships excluding interest (in thousands):
Contractual Obligations | 2008 | 2009 | 2010 | 2011 | 2012 | Beyond 5 years | Total | ||||||||
Notes Payable: | |||||||||||||||
Regency(1) | $ | 148,910 | 183,154 | 276,551 | 537,089 | 310,882 | 1,079,838 | 2,536,424 | |||||||
Regency’s share of JV | 21,882 | 63,776 | 165,775 | 129,388 | 90,569 | 179,883 | 651,273 | ||||||||
Operating Leases: | |||||||||||||||
Regency | 5,197 | 5,129 | 5,131 | 5,107 | 4,659 | 17,221 | 42,444 | ||||||||
Regency’s share of JV | — | — | — | — | — | — | — | ||||||||
Ground Leases: | |||||||||||||||
Regency | 210 | 210 | 217 | 218 | 229 | 2,827 | 3,911 | ||||||||
Regency’s share of JV | 262 | 262 | 270 | 269 | 269 | 13,114 | 14,446 | ||||||||
Total | $ | 176,461 | 252,531 | 447,944 | 672,071 | 406,608 | 1,292,883 | 3,248,498 | |||||||
2009 | 2010 | 2011 | 2012 | 2013 | Beyond 5 years | Total | |||||||||
Notes Payable: | |||||||||||||||
RCLP (1) | $ | 179,973 | 283,837 | 632,038 | 315,670 | 80,233 | 1,114,734 | 2,606,485 | |||||||
RCLP’s share of JV(2) | 30,382 | 195,461 | 126,401 | 91,182 | 8,997 | 210,174 | 662,597 | ||||||||
Operating Leases: | |||||||||||||||
RCLP | 5,433 | 5,436 | 5,415 | 5,025 | 4,820 | 14,262 | 40,391 | ||||||||
RCLP’s share of JV | — | — | — | — | — | — | — | ||||||||
Ground Leases: | |||||||||||||||
RCLP | 1,828 | 1,867 | 1,921 | 1,896 | 1,905 | 53,083 | 62,500 | ||||||||
RCLP’s share of JV | 398 | 400 | 400 | 400 | 402 | 14,949 | 16,949 | ||||||||
Total | $ | 218,014 | 487,001 | 766,175 | 414,173 | 96,357 | 1,407,202 | 3,388,922 | |||||||
(1) | Amounts include interest payments |
(2) | Amounts exclude interest payments |
Off-Balance Sheet Arrangements
We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities.
Notes Payable
Outstanding debt at December 31, 20072008 and 20062007 consists of the following (in thousands):
2008 | 2007 | ||||
Notes payable: | |||||
Fixed rate mortgage loans | $ | 235,150 | 196,915 | ||
Variable rate mortgage loans | 5,130 | 5,821 | |||
Fixed rate unsecured loans | 1,597,624 | 1,597,239 | |||
Total notes payable | 1,837,904 | 1,799,975 | |||
Unsecured credit facilities | 297,667 | 208,000 | |||
Total | $ | 2,135,571 | 2,007,975 | ||
During 2008, we placed a $62.5 million mortgage loan on a property. The loan has a nine-year term and is interest only at an all-in coupon rate of 6.0% (or 230 basis points over an interpolated 9-year US Treasury).
2007 | 2006 | ||||
Notes Payable: | |||||
Fixed rate mortgage loans | $ | 196,915 | 186,897 | ||
Variable rate mortgage loans | 5,821 | 68,662 | |||
Fixed rate unsecured loans | 1,597,239 | 1,198,827 | |||
Total notes payable | 1,799,975 | 1,454,386 | |||
Unsecured Line of Credit | 208,000 | 121,000 | |||
Total | $ | 2,007,975 | 1,575,386 | ||
On March 5, 2008, we entered into a Credit Agreement with Wells Fargo Bank and a group of other banks to provide us with a $341.5 million, three-year term loan facility (the “Term Facility”). The Term Facility includes a term loan amount of $227.7 million plus a $113.8 million revolving credit facility that is accessible at our discretion. The term loan has a variable interest rate equal to LIBOR plus 105 basis points which was 3.300% at December 31, 2008 and the revolving portion has a variable interest rate equal to LIBOR plus 90 basis points. The proceeds from the funding of the Term Facility were used to reduce the balance on the unsecured line of credit (the “Line”). The balance on the term loan was $227.7 million at December 31, 2008.
During 2007, we entered into a new loan agreement under the Line with a commitment of $600.0 million and the right to expand the Line by an additional $150.0 million subject to additional lender syndication. The Line has a four-year term with a one-year extension at our option and a current interest rate of LIBOR plus 40 basis points subject to maintaining our corporate credit and senior unsecured ratings at BBB+.
Contractual interest rates were 1.338% and 5.425% at December 31, 2008 and 2007, respectively based on LIBOR plus 40 basis points and LIBOR plus 55 basis points, respectively. The balance on the Line was $70.0 million and $208.0 million at December 31, 2008 and 2007, respectively.
Including both the Line commitment and the Term Facility (collectively, “Unsecured credit facilities”), we have $941.5 million of total capacity and the spread paid is dependent upon our maintaining specific investment-grade ratings. We are also required to comply with certain financial covenants such as Minimum Net Worth, Ratio of Total Liabilities to Gross Asset Value (“GAV”) and Ratio of Recourse Secured Indebtedness to GAV, Ratio of Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) to Fixed Charges, and other covenants customary with this type of unsecured financing. As of December 31, 2008, we are in compliance with all financial covenants for our Unsecured credit facilities. Our Unsecured credit facilities are used primarily to finance the acquisition and development of real estate, but are also available for general working-capital purposes.
Notes payable consist of secured mortgage loans and unsecured public debt. Mortgage loans are secured and may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest, and mature over various terms through 2018.2018, whereas, interest on unsecured pubic debt is payable semi-annually and the debt matures over various terms through 2017. We intend to repay mortgage loans at maturity fromwith proceeds from our unsecured line ofthe Unsecured credit (the “Line”).facilities. Fixed interest rates on mortgage loansnotes payable range from 5.22% to 8.95% and average 6.37%6.32%. We have one variable rate mortgage loan with an interest rate equal to LIBOR plus a spread of 100 basis points.points that matures in 2009.
On June 5, 2007, RCLP completedAt December 31, 2008, 85.8% of our total debt had fixed interest rates, compared with 89.4% at December 31, 2007. We intend to limit the salepercentage of $400.0 million of ten-year senior unsecured notes. The 5.875% notes are due June 15, 2017 and were priced at 99.527% to yield 5.938%. The net proceeds were used to reduce the Line.
In February 2007, we entered into a new loan agreement under the Line which increased the commitment to $600.0 million with the right to increase the facility size an additional $150.0 million subject to additional lender syndication. The Line has a four-year term which expires in 2011 with a one-year extension at our option and thevariable interest rate was reduceddebt to LIBOR plus .55%. Contractualbe no more than 30% of total debt, which we believe to be an acceptable risk. Currently, our variable rate debt represents
14.2% of our total debt. Based upon the variable interest rate debt outstanding at December 31, 2008, if variable interest rates were 5.425%to increase by 1%, our annual interest expense would increase by $3.0 million.
The carrying value of our variable rate notes payable and the Unsecured credit facilities are based upon a spread above LIBOR which is lower than the spreads available in the current credit market, causing the fair value of such variable rate debt to be below its carrying value. The fair value of fixed rate loans are estimated using cash flows discounted at current market rates available to us for debt with similar 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 of acquisition. Based on the estimates used, the fair value of notes payable and the Unsecured credit facilities is approximately $1.3 billion at December 31, 2007 and 6.125% at December 31, 2006 based on LIBOR plus .55% and .75%, respectively. The balance on the Line was $208.0 million at December 31, 2007.
The spread on the Line is dependent upon maintaining specific investment-grade ratings. We are also required to comply, and are in compliance, with certain financial covenants such as Minimum Net Worth, Total Liabilities to Gross Asset Value (“GAV”), Recourse Secured Debt to GAV, Fixed Charge Coverage and other covenants customary with this type of unsecured financing. The Line is used primarily to finance the development and acquisition of real estate, but is also available for general working-capital purposes. On December 5, 2007, Standard and Poor’s Rating Services raised Regency’s corporate credit and senior unsecured ratings to BBB+ from BBB. As a result of this upgrade, the interest rate on the Line was reduced to LIBOR plus .40% effective January 1, 2008.
As of December 31, 2007,2008, scheduled principal repayments on notes payable and the LineUnsecured credit facilities were as follows (in thousands):
Scheduled Principal Payments by Year: | Scheduled Principal Payments | Term Loan Maturities | Total Payments | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturitiesa | Total | ||||||||||||||
2008 | $ | 4,270 | 19,402 | 23,672 | |||||||||||||||||
2009 | 4,079 | 58,606 | 62,685 | 4,832 | 8,077 | 50,000 | 62,909 | ||||||||||||||
2010 | 4,038 | 176,971 | 181,009 | 4,880 | 17,043 | 160,000 | 181,923 | ||||||||||||||
2011 (includes the Line) | 3,830 | 459,133 | 462,963 | ||||||||||||||||||
2011 | 4,744 | 11,276 | 537,667 | 553,687 | |||||||||||||||||
2012 | 4,043 | 249,850 | 253,893 | 5,027 | — | 250,000 | 255,027 | ||||||||||||||
2013 | 4,712 | 16,353 | — | 21,065 | |||||||||||||||||
Beyond 5 Years | 9,549 | 1,014,705 | 1,024,254 | 13,897 | 150,159 | 900,000 | 1,064,056 | ||||||||||||||
Unamortized debt discounts, net | — | (501 | ) | (501 | ) | — | (719 | ) | (2,377 | ) | (3,096 | ) | |||||||||
Total | $ | 29,809 | 1,978,166 | 2,007,975 | $ | 38,092 | 202,189 | 1,895,290 | 2,135,571 | ||||||||||||
a | Includes unsecured public debt and Unsecured credit facilities |
Our investments in real estate partnerships had notes and mortgage loans payable of $2.7$2.8 billion at December 31, 2007,2008, which mature through 2028. Our pro-rata share of these loans was $653.3 million,2028, of which 93.6%94.0% had weighted average fixed interest rates of 5.3%5.4% and the remaining had variable interest rates based on LIBOR plus a spread in a range of 50 to 100200 basis points. Our pro-rata share of these loans was $664.1 million. The loans are primarily non-recourse, but for those that are guaranteed by a joint venture, our liability does not extend beyond our economicownership interest in the joint venture. As of December 31, 2008, scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows (in thousands):
Scheduled Principal Payments by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities | Total | RCLP’s Pro-Rata Share | ||||||
2009 | $ | 4,824 | 138,800 | 12,848 | 156,472 | 30,382 | |||||
2010 | 4,569 | 695,563 | 89,333 | 789,465 | 195,461 | ||||||
2011 | 3,632 | 506,846 | — | 510,478 | 126,401 | ||||||
2012 | 4,327 | 408,215 | — | 412,542 | 91,182 | ||||||
2013 | 4,105 | 32,447 | — | 36,552 | 8,997 | ||||||
Beyond 5 Years | 29,875 | 849,714 | — | 879,589 | 210,174 | ||||||
Unamortized debt premiums, net | — | 7,352 | — | 7,352 | 1,462 | ||||||
Total | $ | 51,332 | 2,638,937 | 102,181 | 2,792,450 | 664,059 | |||||
We are exposed to capital market risk such as changes in interest rates. In order to manage the volatility related to interest-rateinterest rate risk, we originate new debt with fixed interest rates, or we may enter into interest-rateinterest rate hedging arrangements. We do not utilize derivative financial instruments for trading or speculative purposes. We engage outside experts who evaluate and make recommendations about hedging strategies when appropriate. We account for derivative instruments under Statement of Financial Accounting Standards SFAS(“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended (“
(“Statement 133”). On March 10, 2006, we entered into four forward-starting interest rate swaps totaling $396.7 million with fixed rates of 5.399%, 5.415%, 5.399%, and 5.415%. The PartnershipWe designated these swaps as cash flow hedges to fix the rate on $400.0 million of new financing expected to occur in 2010 and 2011, and these proceeds will be used to repay maturing debt at that time. The change in fair value of these swaps from inception was a liability of $9.8$83.7 million at December 31, 2007,2008. The valuation of these derivative instruments 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 is recorded in accounts payableuses observable market-based inputs, including interest rate curves, foreign exchange rates, and other liabilitiesimplied volatilities. To comply with the provisions of SFAS No. 157, “Fair Value Measurements” (“Statement 157”) as amended by FASB Staff Position “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), we incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the accompanying consolidated balance sheet and in accumulated other comprehensive income (loss) infair value measurements. Although we have determined that the consolidated statementmajority of partners’ capital and comprehensive income (loss).
At December 31, 2007, 89.4%the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our total debt had fixed interest rates, compared with 88.0% at December 31, 2006. We intendderivatives utilize Level 3 inputs, such as estimates of current credit spreads, to limitevaluate the percentagelikelihood of variable interest-rate debt to be no more than 30% of total debt, which we believe to be an acceptable risk. Currently, our variable rate debt represents
10.7% of our total debt. Based upon the variable interest-rate debt outstanding at December 31, 2007, if variable interest rates were to increasedefault by 1%, our annual interest expense would increase by $2.1 million.
On February 26, 2008, we were notified by Wells Fargo Bank that they had received commitments from a group of banks, which in combination with their commitment will provide us with an estimated $341.5 million, three-year term loan facility (the “Term Facility”). The Term Facility will include a term loan amount of $227.7 million that will fund at closing plus a $113.8 million revolver component that is accessible by us at our discretion. The Term Facility will be subject to similar loan covenants that are contained within the Lineourselves and our other unsecured fixed rate loans. The term loan has a variable interest rate equal to LIBOR plus 105 basis points, and the revolver has a variable interest rate equal to LIBOR plus 110 basis points, both of which are subject to our current debt ratings. The Term Facility does not affect our existing $600.0 million Line commitment. The proceeds from the funding of the Term Facility will be used for general working capital purposes including the reduction of any debt balances, at our discretion. The Term Facility is expected to close during March 2008 subject to final terms and conditions.counterparties.
Equity Transactions
From time to time, we issue equity in the form of exchangeable operating partnership units or preferred units of RCLP, or in the form of common or preferred stock of Regency Centers Corporation. As previously discussed, these sources of long-term equity financing allow us to fund our growth while maintaining a conservative capital structure.as follows:
Preferred Units
We have issued Preferred Units through RCLP in various amounts since 1998, the net proceeds of which were used to reduce the balance of the Line. We issue Preferred Units primarily to institutional investors in private placements. Generally, the Preferred Units may be exchanged by the holders for Cumulative Redeemable Preferred Stock after a specified date at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible into Regencyour common stock. At December 31, 20072008 and 2006,2007, only the Series D Preferred Units were outstanding with a face value of $50.0 million and a fixed distribution rate of 7.45%. These Units may be called by us inbeginning September 29, 2009, and have no stated maturity or mandatory redemption. Included in the Series D Preferred Units are original issuance costs of $842,023 that will be expensed if they are redeemed in the future.
Preferred As of December 31, 2008 and 2007, we had 468,211 and 473,611 redeemable operating partnership units (“OP Units”) outstanding, respectively. The redemption value of the redeemable OP Units is based on the closing market price of Regency’s common stock, which was $46.70 per share as of December 31, 2008 and $64.49 per share as of December 31, 2007, aggregated $21.9 million and $30.5 million, respectively.
Units of General Partner and Regency Preferred Stock
As of December 31, 2007 we had three series of Preferred stock outstanding, two of which underlie depositary shares held by the public. The depositary shares each represent 1/10th of a share of the underlying preferred stock and have a liquidation preference of $25 per depository share. In 2003, we issued 7.45% Series 3, Cumulative Redeemable Preferred Stock underlying three million depositary shares. In 2004, we issued 7.25% Series 4, Cumulative Redeemableand 5 preferred stock underlying five million depositary shares. In 2005, we issued three million shares or $75.0 million of 6.70% Series 5 Preferred Stock, with a liquidation preference of $25 per share. All series of Preferred Stock are perpetual, are not convertible into Regency’s common stock, of the Company and are redeemable at par upon our election beginning five years after the issuance date. TheNone of the terms of the Preferred Stock do not contain any unconditional obligations that would require us to redeem the securities at any time or for any purpose. Terms and conditions of the three series of Preferred stock outstanding as of December 31, 2008 are summarized as follows:
Series | Shares Outstanding | Liquidation Preference | Distribution Rate | Callable By Company | ||||||
Series 3 | 3,000,000 | $ | 75,000,000 | 7.45 | % | 04/03/08 | ||||
Series 4 | 5,000,000 | 125,000,000 | 7.25 | % | 08/31/09 | |||||
Series 5 | 3,000,000 | 75,000,000 | 6.70 | % | 08/02/10 | |||||
11,000,000 | $ | 275,000,000 | ||||||||
On January 1, 2008, Regencywe split each share of existing Series 3 and Series 4 Preferred Stock, each having a liquidation preference of $250 per share and a redemption price of $250 per share into ten shares of Series 3 and Series 4 Stock, respectively, each having a liquidation preference of $25 per share and a redemption price of $25 per share. RegencyWe then exchanged each Series 3 and 4 DepositoryDepositary Share into shares of New Series 3 and 4 Stock, respectively, which have the same dividend rights and other rights and preferences identical to the depositary shares.
Regency Common Stock
On April 5, 2005, Regency entered into an agreement to sell 4,312,500At December 31, 2008, 75,634,881 common shares had been issued. The carrying value of commonthe Common stock to an affiliate of Citigroup Global Markets Inc. (“Citigroup”) at $46.60 per share, in connectionwas $756,349 with a forward sale agreement (the “Forward Sale Agreement”). On August 1, 2005, Regency issued 3,782,500 shares to Citigroup for net proceedspar value of approximately $175.5 million and on September 7, 2005, the remaining 530,000 shares were issued for net proceeds of $24.4 million. The proceeds from the sales were used to reduce the Line and redeem the Series E and F Preferred Units.$.01.
Critical Accounting Policies and Estimates
Knowledge about our accounting policies is necessary for a complete understanding of our financial results, and discussion and analysis of these results. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities at 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 results, current economic activity, and 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,reasonableness; however, the amounts we may ultimately realize could differ from such estimates.
Revenue Recognition and Tenant Receivables – Tenant receivables represent revenues recognized in our financial statements, and include base rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes. We analyze tenant receivables, historical bad debt levels, customer creditworthinesscredit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. In addition, we analyze the accounts of tenants in bankruptcy, and we estimate the recovery of pre-petition and post-petition claims. Our reported net income is directly affected by our estimate of the recoverability of tenant receivables.
Recognition of Gains from the Sales of Real Estate—Estate – We account for profit recognition on sales of real estate in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” ProfitsStatement 66. In summary, profits from sales of real estate willare not be recognized under the full accrual method by us unless (i) a sale has beenis consummated; (ii) the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property; (iii)a receivable, if applicable, is not subject to future subordination; we have transferred to the buyer the usual risks and rewards of ownership; and (iv) we do not have significantsubstantial continuing involvement with the property. Recognition
We sell shopping center properties to joint ventures in exchange for cash equal to the fair value of the percentage interest owned by our partners. We have accounted for those sales as “partial sales” and recognized gains fromon those partial sales in the period the properties were sold to co-investmentthe extent of the percentage interest sold under the guidance of Statement 66, and in the case of certain partnerships, we apply a more restrictive method of recognizing gains, as discussed further below. The gains and operations are not recorded as discontinued operations because we continue to manage these shopping centers.
Five of our joint ventures (“DIK-JV”) give either partner the unilateral right to elect to dissolve the partnership and, upon such an election, receive a distribution in-kind (“DIK”) of the assets of the partnership equal to their respective ownership interests. The liquidation procedures would require that all of the properties owned by the partnership be appraised to determine their respective and collective fair values. As a general rule, if we initiate the liquidation process, our partner has the right to choose the first property that it will receive in liquidation with the Company having the right to choose the next property that it will receive in liquidation; if our partner initiates the liquidation process, the order of the selection process is reversed. The process then continues with alternating selection of properties by each partner until the balance of each partner’s capital account on a fair value basis has been distributed. After the final selection, to the extent that the fair value of properties in the DIK-JV are not distributable in a manner that equals the balance of each partner’s capital account, a cash payment would be made by the partner receiving a fair value in excess of its capital account to the other partner. The partners may also elect to liquidate some or all of the properties through sales rather than through the DIK process.
We have concluded that these DIK dissolution provisions constitute in-substance call/put options under the guidance of Statement 66, and represent a form of continuing involvement with respect to property that we sold to these partnerships, limiting our recognition of gain related to the partial sale. To the extent that the DIK-JV owns more than one property and we are unable to obtain all of the properties we sold to the DIK-JV in liquidation, we apply a more restrictive method of gain recognition (“Restricted Gain Method”) which considers our potential ability to receive property through a DIK on which partial gain has been recognized, and ensures, as discussed below, maximum gain deferral upon sale to a DIK-JV. We have applied the Restricted Gain Method to partial sales of property to partnerships that contain such unilateral DIK provisions.
Under current guidance, (Statement 66, paragraph 25), profit shall be recognized by a method determined by the nature and extent of the seller’s continuing involvement and the profit recognized shall be reduced by the maximum exposure to loss. We have concluded that the Restricted Gain Method accomplishes this objective.
Under the Restricted Gain Method, for purposes of gain deferral, we consider the aggregate pool of properties sold into the DIK-JV as well as the aggregate pool of properties which will be distributed in the DIK process. As a result, upon the sale of properties to a DIK-JV, we perform a hypothetical DIK liquidation assuming that we would choose only those properties that we have sold to the DIK-JV in an amount equivalent to our capital account. For purposes of calculating the gain to be deferred, the Company assumes that it will select properties upon a DIK liquidation that generated the highest gain to the Company when originally sold to the DIK-JV and includes for such determination the fair value in properties that could be received in excess of its capital account. The DIK deferred gain is calculated whenever a property is sold to the DIK-JV by us. During the years when there are no property sales, the DIK deferred gain is not recalculated.
Because the contingency associated with the possibility of receiving a particular property back upon liquidation, which forms the basis of the Restricted Gain Method, is not satisfied at the property level, but at the aggregate level, no gain or loss 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 actual dissolution is recorded on only that portion ofat the sales not attributable to our ownership interest.Company’s historical cost investment in the DIK-JV, reduced by the deferred gain.
Capitalization of Costs – We capitalize the acquisition of land, the construction of buildings and other specifically identifiable development costs incurred by recording them into “Propertiesproperties in Development” ondevelopment in our consolidated balance sheetsaccompanying Consolidated Balance Sheets and account for them in accordance with SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects” (Statement 67)(“Statement 67”) and EITF Issue No. 97-11, “Accounting for Internal Costs Relating to Real Estate Property Acquisitions” (“EITF 97-11”). In summary, Statement 67 establishes that a rental project changes from nonoperatingnon-operating to operating when it is substantially completed and held available for occupancy. At that time, costs should no longer be capitalized. Other development costs include pre-development costs essential to the development of the property, as well as, interest, real estate taxes, and direct employee
costs incurred during the development period. 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. At December 31, 2008 we had $7.7 million of capitalized pre-development costs of which $3.0 million represented refundable contract deposits. If we determine that the development of a specific project undergoing due diligence wasis no longer probable, we would immediately expense all related capitalized pre-development costs not considered recoverable. At December 31,During 2008 and 2007, we had $22.7expensed pre-development costs of $15.5 million and $5.3 million, respectively, recorded in other expenses in the accompanying Consolidated Statements of capitalizedOperations. As a result of the economic downturn primarily during the month of December 2008, we evaluated our pre-development costs and during 2007 we expensed $5.3 million related to developmentsdetermined that certain projects were no longer considered probable.likely to be executed; therefore, we expensed those costs resulting in significantly higher expensed amounts in 2008 than in 2007. In accordance with SFAS No. 34, “Capitalization of Interest Cost” (“Statement 34”), interest costs are capitalized into each development project based on applying our weighted average borrowing rate to that portion of the actual
development costs expended. We generally 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 substantial completion of the building shell. During 20072008 we capitalized interest of $36.5 million on our development projects of $35.4 million.projects. We have a large staff of employees who support the due diligence, land acquisition, construction, anchor leasing, and financial analysis (the “Investment Group”) ofwho support our development program. All direct internal costs relatedattributable to these development activities are capitalized as part of each development project. During 2008 and 2007, we capitalized $27.8 million and $39.0 million, respectively, of direct costs incurred by the Investment Group. If futureThe capitalization of costs is directly related to the actual level of development activity occurring. As a result of the current economic downturn, development activity slowed during 2008 resulting in a reduction in capitalized costs which increased general and administrative expenses. Also, if accounting standards issued in the future were to limit the amount of internal costs that may be capitalized or if our development activity were to decline significantly without a proportionate decrease in internal costs, we could incur a significant increase in our operating expenses and a reduction in net income.
Real Estate Acquisitions—Acquisitions - Upon acquisition of operating real estate properties, we estimate the fair value of acquired tangible assets (consisting of land, building and improvements), and identified intangible assets and liabilities (consisting of above- and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with SFAS No. 141, “Business Combinations” (“Statement 141”). Based on these estimates, we allocate the purchase price to the applicable assets acquired and liabilities assumed. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. We evaluate the useful lives of amortizable intangible assets each reporting period and account for any changes in estimated useful lives over the revised remaining useful life.
Valuation of Real Estate Investments—Investments - 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 review long-lived assets for impairment whenever events or changes in circumstances indicate such an evaluation is warranted. The review involves a number of assumptions and estimates used to determine whether impairment exists.exists and if so, to what extent. Depending on the asset, we use varying methods to determine fair value of the asset. If we determine that the carrying amount of a property is not recoverable and exceeds its fair value, we will write down the asset such as i) estimating discountedto fair value. For properties to be “held and used” for long term investment we estimate undiscounted future cash flows ii) determiningover the expected investment term including the estimated future value of the asset upon sale at the end of the investment period. Future value is generally determined by applying a market-based capitalization rate to the estimated future net operating income in the final year of the expected investment term. If after applying this method a property is determined to be impaired, we determine the provision for impairment based upon applying a market capitalization rate to current estimated net operating income as if the sale were to occur immediately. For properties “held for sale”, we estimate current resale values by market or iii) applyingthrough appraisal information and other market data less expected costs to sell. In accordance with Accounting Principles Board Opinion No. 18 “The Equity Method of Accounting for Investments in Common Stock” (“APB 18”), a capitalization rateloss in value of an investment under the equity method of accounting, which is other than a temporary decline, must be recognized. In the case of our investments in unconsolidated real estate partnerships, we calculate the present value of our
investment by discounting estimated future cash flows over the expected term of investment. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy of those markets in which we operate, tenant credit quality, and demand for new retail stores. CapitalizationThe significant economic downturn that began during the fourth quarter of 2008 and the corresponding rise in capitalization rates may change and could rise above existing levels causingcaused us to evaluate our properties for impairment including our investments in unconsolidated real estate valuespartnerships. As a result of our analysis, we recorded an additional $33.1 million provision for impairment during the three months ended December 31, 2008 in addition to decline.the $1.8 million recorded through September 30, 2008. In summary, during the year we recorded $20.6 million related to eight shopping centers, $7.2 million related to several land parcels, $6.0 million related to our investment in two partnerships, and $1.1 million related to a note receivable. If we determine thatcapitalization rates continue to rise in the carrying amount offuture, or if a property is not recoverablecategorized as “held and exceeds its fair value,used” were changed to “held for sale”, we will write down the asset to fair value for “held-and-used” assets and to fair value less costs to sell for “held-for-sale” assets.could record additional impairments in subsequent periods.
Discontinued Operations—Operations - The application of current accounting principles that govern the classification of any of our properties as held-for-sale on the balance sheet, or the presentation of results of operations and gains on the sale of these properties as discontinued, requires management to make certain significant judgments. In evaluating whether a property meets the criteria set forth by SFAS No. 144 “Accounting for the Impairment and Disposal of Long-Lived Assets” (“Statement 144”), we make a determination as to the point in time thatwhether it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such 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. Due to these uncertainties, it is not likely that we can meet the criteria of Statement 144 prior to the sale formally closing. Therefore, any properties categorized as held-for-sale represent only those properties that management has determined are probable to close within the requirements set forth in Statement 144. Prior to sale, we evaluate the extent of involvement and significance of cash flows it will have with a property subsequent to its sale, inIn order to determine if the results of operations and gain on sale should be reflected as discontinued.discontinued operations, prior to the sale, we evaluate the extent of involvement and significance of cash flows the sale will have with a property after the sale. Consistent with Statement 144, any property sold in which we have significant continuing involvement or cash flows (most often sales to co-investment partnerships)partnerships in which we continue to manage the property) is not considered to be discontinued. In addition, any property which we sell to an unrelated third party, but which we retain a property or asset management function, is not considered discontinued. Therefore, based
on our evaluation of Statement 144 and in accordance with EITF 03-13 “Applying the Conditions in Paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations” (“EITF 03-13”), only properties sold, or to be sold, to unrelated third parties, where we will have no significant continuing involvement or significant cash flows are classified as discontinued. In accordance with EITF 87-24 “Allocation of Interest to Discontinued Operations” (“EITF 87-24”), 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 these properties as discontinued operations. When we sell operating properties to our joint ventures or to third parties, and will have continuing involvement, the operations and gains on sales are included in income from continuing operations.
Investments in Real Estate Co-Investment Partnerships – In addition to owning real estate directly, we invest in real estate through our co-investment partnerships (also referred to as joint ventures).partnerships. Joint venturing provides us with a capital source to acquire real estate, and to earn our pro-rata share of the net income or loss from the co-investment partnerships in addition to fees for services. As asset and property manager, we conduct the business of the Unconsolidated Properties held in the co-investment partnerships in the same way that we conduct the business of the Consolidated Properties that are wholly-owned; therefore, the Critical Accounting Policies as described are also applicable to our investments in the co-investment partnerships. We account for all investments in which we do not have a controlling financial ownership interest using the equity method. We have determined that these investments are not variable interest entities as defined in the FIN 46(R) and do not require consolidation under EITF 04-5 or SOP 78-9, and therefore, are subject to the voting interest model in determining our basis of accounting. Major decisions,Decisions, including property acquisitions and dispositions, financings, certain leasing arrangements, annual budgets and dissolution of the ventures are subject to the approval of all partners, or in the case of the Fund, its advisory committee.
Income Tax Status—Status - The prevailing assumption underlying the operation of our business is that weRegency will continue to operate in order to qualify as a REIT, as defined under the Internal Revenue Code. We areCode (the “Code”). Regency is required to meet certain income and asset tests on a periodic basis to ensure that we continueRegency continues to qualify as a REIT. As a REIT, we areRegency is allowed to reduce taxable income by all or a portion of ourtheir distributions to stockholders. We evaluateRegency evaluates the transactions that wethey enter into and determine their impact on ourRegency’s REIT status. Determining ourRegency’s taxable income, calculating distributions, and evaluating transactions requires usRegency to make certain judgments and estimates as to the positions we takeRegency takes in ourtheir interpretation of the Internal Revenue Code. Because many types of transactions are susceptible to varying interpretations under federal and state income tax laws and regulations, ourRegency’s positions are subject to change at a later date upon final determination by the taxing authorities.authorities, however, Regency reassesses such positions at each reporting period.
Recent Accounting Pronouncements
In April 2008, the FASB issued FASB Staff Position (FSP) No. FAS 142-3 “Determination of the Useful Life of Intangible Assets” (“FAS 142-3”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement 142. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141R, and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The impact of adopting this statement is not considered to be material.
In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities” (“Statement 161”). This Statement amends Statement 133 and changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. We are currently evaluating the impact of adopting this statement although the impact is not considered to be material as only further disclosure is required.
In February 2008, the FASB amended Statement 157 with FSP FAS 157-2 “Effective Date of FASB Statement No. 157” (FSP FAS 157-2) to delay the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities to be effective for financial statements issued for fiscal years beginning after November 15, 2008. We do not believe the adoption of FSP FAS 157-2 for our nonfinancial assets and liabilities will have a material impact on our financial statements.
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” (“Statement 160”). This Statement, among other things, establishes accounting and reporting standards for a parent company’s ownership interest in a subsidiary.subsidiary (previously referred to as a minority interest). This Statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. We are currently evaluating the impact2008 with early adoption prohibited. Once adopted, we will report minority interest as a component of adopting the statement.equity in our Consolidated Balance Sheets.
In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (“Statement 141(R)”). This Statement, among other things, establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This Statement also establishes disclosure requirements of the acquirer to enable users of the financial statements to evaluate the effect of the business combination. This Statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. We are currently evaluating the impact of adopting the statement.
In November 2007, the EITF issued Issue No. 07-6 “Accounting for the Sale of Real Estate to the Requirements of FASB Statement No. 66, Accounting for the Sales of Real Estate, When the Agreement Includes a Buy-Sell Clause” (“EITF 07-6”). EITF 07-6 is applicable to investors who enter into an arrangement to create a jointly owned entity, one investor sells real estate to that entity,2008 and a buy-sell clause is included. This EITF is effective for new arrangements entered into in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of adopting the EITF.
In February 2007, the FASB Issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“Statement 159”). This Statement permits entities to choose to measure
many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Statement 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early adoption is allowed. We do not believe that the adoption of Statement 159 will have a material effectprohibited. The impact on our consolidated financial statements.
In September 2006, the FASB issued Statement No. 157 “Fair Value Measurements” (“Statement 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles,
statements and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based payment transactions under FASB Statement No. 123(R). This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008, the FASB amended Statement 157 with FASB Staff Position “Effective Date of FASB Statement No. 157” (“FSP 157-2”) to delay the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities to be effective for financial statements issued for fiscal years beginning after November 15, 2008. Although Statement 157 will require remeasurements of the derivative financial instruments, the Partnership does not believe adoption of this Statement will have a material effect on its consolidated financial statements for either financial or nonfinancial assets or liabilities
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Under FIN 48, tax positions shall initially be recognized in the financial statements when it is more likely than not the positionof our co-investment partnerships will be sustained upon examination byreflected at the tax authorities. Such tax positions shall initially and subsequently be measured astime of any acquisition after the largest amount of tax benefitimplementation date that has a greater than 50% likelihood of being realized upon ultimate settlement withmeets the tax authority assuming full knowledge of the position and relevant facts. We adopted this Interpretation effective January 1, 2007. We do not have any material unrecognized tax benefits; therefore, the adoption of FIN 48 did not have a material impact on our consolidated financial statements. We believe that we have appropriate support for the income tax positions taken and to be taken on our tax returns and that our accruals for tax liabilities are adequate for all open years (after 2003 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.requirements above.
Results from Operations – 2008 vs. 2007
Comparison of the years ended December 31, 20072008 to 2006:2007:
At December 31, 2007,2008, on a Combined Basis, we were operating or developing 451440 shopping centers, as compared to 405451 shopping centers at the end of 2006.December 31, 2007. We identify our shopping centers as either properties in development properties or operating properties. Development propertiesProperties in development are defined as properties that are in the construction or initial lease-up process and have not reached their initial full occupancy (reaching full occupancy generally means achieving at least 93%95% leased and rent paying on newly constructed or renovated GLA). At December 31, 2007,2008, on a Combined Basis, we were developing 4945 properties, as compared to 4749 properties at the end of 2006.December 31, 2007.
Our revenues increased by $34.5$56.8 million, or 8%13.0% to $451.5$493.4 million in 20072008 as summarized in the following table (in thousands):
2007 | 2006 | Change | 2008 | 2007 | Change | ||||||||||
Minimum rent | $ | 320,323 | 294,728 | 25,595 | $ | 334,332 | 308,720 | 25,612 | |||||||
Percentage rent | 4,661 | 4,428 | 233 | 4,260 | 4,661 | (401 | ) | ||||||||
Recoveries from tenants | 93,460 | 86,007 | 7,453 | ||||||||||||
Recoveries from tenants and other income | 98,797 | 90,137 | 8,660 | ||||||||||||
Management, acquisition, and other fees | 33,064 | 31,805 | 1,259 | 56,032 | 33,064 | 22,968 | |||||||||
Total revenues | $ | 451,508 | 416,968 | 34,540 | $ | 493,421 | 436,582 | 56,839 | |||||||
The increase in revenues was primarily related to higher minimum rent from (i) growth in rental rates from renewingthe renewal of expiring leases or re-leasing vacant space in the operating properties, (ii) new minimum rent generated from recent shopping center acquisitions in 2007, and (iii) recently completed shopping center developments commencing operations in the current year net of properties sold.year. In addition to collecting minimum rent from our tenants, we also collect percentage rent based upon their sales volumes. Recoveries from tenants representsrepresent 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. Recoveries increased as a result of an increase in our operating expenses.
We earn fees, at market-based rates, for asset management, property management, leasing, acquisition, and financing services that we provide to our co-investment partnerships and third parties summarized as follows (in thousands):
2007 | 2006 | Change | 2008 | 2007 | Change | |||||||||||
Asset management fees | $ | 11,021 | 5,977 | 5,044 | $ | 11,673 | 11,021 | 652 | ||||||||
Property management fees | 13,865 | 11,041 | 2,824 | 16,132 | 13,865 | 2,267 | ||||||||||
Leasing commissions | 2,319 | 2,210 | 109 | 2,363 | 2,319 | 44 | ||||||||||
Acquisition and financing fees | 5,055 | 11,683 | (6,628 | ) | 5,455 | 5,055 | 400 | |||||||||
Other fees | 804 | 894 | (90 | ) | ||||||||||||
Portfolio Incentive Return Fee | 19,700 | — | 19,700 | |||||||||||||
Other third party fees | 709 | 804 | (95 | ) | ||||||||||||
$ | 33,064 | 31,805 | 1,259 | $ | 56,032 | 33,064 | 22,968 | |||||||||
PropertyThe increase in management, acquisition, and other fees is primarily related to the recognition of a $19.7 million Portfolio Incentive Return fee in December 2008. The fee was earned by the Company based upon Columbia outperforming the NCREIF index since the inception of the partnership and a cumulative hurdle rate outlined in the partnership agreement. Asset and property management fees increased in 2007during 2008 as a result of providing propertythose management services to MCWR-DESCO, a joint venture formed in 2007.
Our operating expenses increased by $29.2 million, or 11.8%, to $277.1 million in 2008 related to increased operating and maintenance costs and depreciation expense as further described below. The
following table summarizes our operating expenses (in thousands):
2008 | 2007 | Change | ||||||
Operating, maintenance and real estate taxes | $ | 108,006 | 97,635 | 10,371 | ||||
Depreciation and amortization | 104,739 | 89,539 | 15,200 | |||||
General and administrative | 49,495 | 50,580 | (1,085 | ) | ||||
Other expenses, net | 14,824 | 10,081 | 4,743 | |||||
Total operating expenses | $ | 277,064 | 247,835 | 29,229 | ||||
The increase in depreciation and amortization expense is primarily related to acquisitions in 2007 and recently completed developments commencing operations in the current year. The increase in operating, maintenance, and real estate taxes was primarily due to acquisitions in 2007, recently completed developments commencing operations in the current year, and to general increases in expenses incurred by the operating properties. On average, approximately 79% of these costs are recovered from our tenants through recoveries included in our revenues. General and administrative expense declined as a result of reducing incentive compensation directly tied to performance targets associated with reductions in new development and reduced earnings metrics, both of which have been directly impacted by the current economic downturn. During 2008, we also recorded restructuring charges of $2.4 million for employee severance and benefits related to employee reductions across various functional areas in general and administrative expense. The increase in other expenses is related to expensing more pre-development costs in 2008 than in 2007 directly related to a slowing development program in the current economic environment.
The following table presents the change in interest expense from 2008 to 2007 (in thousands):
2008 | 2007 | Change | ||||||||
Interest on Unsecured credit facilities | $ | 12,655 | 10,117 | 2,538 | ||||||
Interest on notes payable | 121,335 | 110,775 | 10,560 | |||||||
Capitalized interest | (36,510 | ) | (35,424 | ) | (1,086 | ) | ||||
Interest income | (4,696 | ) | (3,079 | ) | (1,617 | ) | ||||
$ | 92,784 | 82,389 | 10,395 | |||||||
Interest on Unsecured credit facilities increased during 2008 by $2.5 million due to the increase in the outstanding balance under the Unsecured credit facilities. Interest expense on notes payable increased during 2008 by $10.6 million due to higher outstanding debt balances including the issuance of $400.0 million of unsecured debt in September 2007, the acquisition of shopping centers in 2007, and the Fund. mortgage debt placed on a consolidated joint venture in 2008. The higher development project costs also resulted in an increase in capitalized interest.
Gains on sale of real estate included in continuing operations were $20.3 million in 2008 as compared to $52.2 million in 2007. Included in 2008 gains are a $5.3 million gain from the sale of 12 out-parcels for net proceeds of $38.2 million, a $1.2 million gain recognized on two out-parcels originally deferred at the time of sale, and a $13.8 million gain (net of the greater of our ownership interest or the gain deferral under the Restricted Gain Method described in our Critical Accounting Policies) from the sale of four properties in development to joint ventures for net proceeds of $110.5 million. Included in 2007 gains are a $7.2 million gain from the sale of 27 out-parcels for net proceeds of $55.9 million, a $40.9 million gain from the sale of five properties in development to the Fund for net proceeds of $102.8 million, a $2.2 million gain related to the partial sale of our interest in the Fund, and a $1.9 million gain from our share of a contractual earn out payment related to a property previously sold to a joint venture. There were no property sales to DIK-JV’s in 2007.
During 2008, we established a provision for impairment of approximately $34.9 million as described above in our Critical Accounting Policies under Valuations of Real Estate. Included in the
provision is $27.8 million for estimated impairment losses on eight operating properties, one large parcel of land held for future development, along with several smaller land out-parcels; $6.0 million on two of our investments in real estate partnerships; and $1.1 million related to a note receivable.
Our equity in income (loss) of investments in real estate partnerships decreased $12.8 million during 2008 as follows (in thousands):
Ownership | 2008 | 2007 | Change | ||||||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 488 | 9,871 | (9,383 | ) | ||||||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 697 | 457 | 240 | ||||||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | (672 | ) | (3,236 | ) | 2,564 | ||||||
Macquarie CountryWide-Regency III (MCWR III) | 24.95 | % | 203 | 67 | 136 | ||||||||
Macquarie CountryWide-Regency-DESCO (MCWR-DESCO) | 16.35 | % | (823 | ) | (465 | ) | (358 | ) | |||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 2,105 | 2,440 | (335 | ) | |||||||
Columbia Regency Partners II (Columbia II) | 20.00 | % | 169 | 189 | (20 | ) | |||||||
Cameron Village LLC (Cameron) | 30.00 | % | (65 | ) | (74 | ) | 9 | ||||||
RegCal, LLC (RegCal) | 25.00 | % | 1,678 | 662 | 1,016 | ||||||||
Regency Retail Partners (the Fund) | 20.00 | % | (233 | ) | 326 | (559 | ) | ||||||
Other investments in real estate partnerships | 50.00 | % | 1,745 | 7,856 | (6,111 | ) | |||||||
Total | $ | 5,292 | 18,093 | (12,801 | ) | ||||||||
The decrease in our equity in income (loss) of investments in real estate partnerships is primarily related to higher gains recorded in 2007 from the sale of shopping centers sold by MCWR I, as well as, the sale of a shopping center owned by a joint venture classified above in other investments in real estate partnerships.
Income from discontinued operations was $27.2 million for the year ended December 31, 2008 related to the sale of seven properties in development and three operating properties sold to unrelated parties for net proceeds of $86.2 million, including the operations of shopping centers sold or classified as held-for-sale in 2008. Income from discontinued operations was $33.4 million for the year ended December 31, 2007 related to the sale of four properties in development and three operating properties to unrelated parties for net proceeds of $112.3 million and including the operations of shopping centers sold or classified as held-for-sale in 2008 and 2007. In compliance with Statement 144, if we sell a property or classify a property as held-for-sale, we are required to reclassify its operations into discontinued operations for all prior periods which results in a reclassification of amounts previously reported as continuing operations into discontinued operations. Our income from discontinued operations is shown net of income taxes of $2.0 million for the year ended December 31, 2007.
Net income for common unit holders for the year ended decreased $68.2 million to $117.4 million in 2008 as compared with $185.6 million in 2007 primarily related to lower gains recognized from the sale of real estate and the provision for impairment recorded in 2008 as discussed previously. Diluted earnings per unit was $1.66 in 2008 as compared to $2.65 in 2007 or 37.4% lower.
Results from Operations – 2007 vs. 2006
Comparison of the years ended December 31, 2007 to 2006:
Our revenues increased by $32.5 million, or 8.1% to $436.6 million in 2007 as summarized in the following table (in thousands):
2007 | 2006 | Change | |||||
Minimum rent | $ | 308,720 | 284,751 | 23,969 | |||
Percentage rent | 4,661 | 4,430 | 231 | ||||
Recoveries from tenants and other income | 90,137 | 83,048 | 7,089 | ||||
Management, acquisition, and other fees | 33,064 | 31,805 | 1,259 | ||||
Total revenues | $ | 436,582 | 404,034 | 32,548 | |||
The increase in revenues was primarily related to higher minimum rent from (i) growth in rental rates from the renewal of expiring leases or re-leasing vacant space in the operating properties, (ii) minimum rent generated from shopping center acquisitions, and (iii) recently completed shopping center developments commencing operations in the current year. In addition to collecting minimum rent from our tenants, we also collect percentage rent based upon their sales volumes. Recoveries increased as a result of an increase in our operating expenses
We earn fees, at market-based rates, for asset management, property management, leasing, acquisition and financing services that we provide to our co-investment partnerships and third parties summarized as follows (in thousands):
2007 | 2006 | Change | ||||||
Asset management fees | $ | 11,021 | 5,977 | 5,044 | ||||
Property management fees | 13,865 | 11,041 | 2,824 | |||||
Leasing commissions | 2,319 | 2,210 | 109 | |||||
Acquisition and financing fees | 5,055 | 11,683 | (6,628 | ) | ||||
Other third party fees | 804 | 894 | (90 | ) | ||||
$ | 33,064 | 31,805 | 1,259 | |||||
Asset management fees were higher in 2007 because the agreement to provide asset management services to MCWR II did not commence until December 2006; and the closing and related commencement of the agreements with the Fund did not occur until December 2006. Property management fees increased in 2007 as a result of providing property management services to MCWR-DESCO and the Fund. Acquisition and financing fees earned in 2007 include a $3.2 million acquisition fee from MCWR-DESCO related to the acquisition of 32 retail centers described above. Acquisition and financing fees earned in 2006 include fees earned as part of the acquisition of the First Washington portfolio by MCWR II.
Our operating expenses increased by $17.4$16.0 million, or 7%6.9%, to $256.8$247.8 million in 2007 related to increased operating and maintenance costs, general and administrative costs, and depreciation expense, as further described below. The following table summarizes our operating expenses (in thousands):
2007 | 2006 | Change | 2007 | 2006 | Change | |||||||||||
Operating, maintenance and real estate taxes | $ | 102,846 | 93,777 | 9,069 | $ | 97,635 | 89,406 | 8,229 | ||||||||
Depreciation and amortization | 89,539 | 81,028 | 8,511 | |||||||||||||
General and administrative | 50,580 | 45,495 | 5,085 | 50,580 | 45,495 | 5,085 | ||||||||||
Depreciation and amortization | 93,257 | 84,160 | 9,097 | |||||||||||||
Other expenses, net | 10,081 | 15,928 | (5,847 | ) | 10,081 | 15,928 | (5,847 | ) | ||||||||
Total operating expenses | $ | 256,764 | 239,360 | 17,404 | $ | 247,835 | 231,857 | 15,978 | ||||||||
The increase in operating, maintenance, and real estate taxes was primarily due to acquisitions and recently completed developments commencing operations in the current year,2007, and to general price increases in expenses incurred by the operating properties, net of properties sold.properties. On average, approximately 80%79% of these costs are recovered from our tenants through reimbursementsrecoveries included in our revenues.
The increase in general and administrative expense iswas related to annual salary increases and higher costs associated with incentive compensation, in addition to, increased staffing and recruiting costs to manage the growth in our shopping center development program.
The increase in depreciation and amortization expense is was
primarily related to acquisitions and recently completed developments commencing operations in the current year,2007, net of properties sold.
The decrease in other expenses iswas related to lower income tax expense incurred by Regency Realty Group, Inc. (“RRG”), our taxable REIT subsidiary. RRG is subject to federal and state income taxes and files separate tax returns.
The following table presents the change in interest expense from 2007 to 2006 (in thousands):
2007 | 2006 | Change | 2007 | 2006 | Change | |||||||||||||||
Interest on the Line | $ | 10,117 | 7,557 | 2,560 | ||||||||||||||||
Interest on Unsecured credit facilities | $ | 10,117 | 7,557 | 2,560 | ||||||||||||||||
Interest on notes payable | 110,880 | 100,397 | 10,483 | 110,775 | 99,975 | 10,800 | ||||||||||||||
Capitalized interest | (35,424 | ) | (23,952 | ) | (11,472 | ) | (35,424 | ) | (23,952 | ) | (11,472 | ) | ||||||||
Interest income | (3,079 | ) | (4,232 | ) | 1,153 | (3,079 | ) | (4,232 | ) | 1,153 | ||||||||||
$ | 82,494 | 79,770 | 2,724 | $ | 82,389 | 79,348 | 3,041 | |||||||||||||
Interest expense on the LineUnsecured credit facilities and notes payable increased during 2007 by $13.0$13.4 million due to higher outstanding debt balances including the issuance of $400.0 million of unsecured debt in June 2007, increased development activity and the acquisition of shopping centers. The increase inhigher development activityproject costs also resulted in an increase in capitalized interest.
Gains from the sale of real estate included in continuing operations were $52.2 million in 2007 as compared to $65.6 million in 2006. Included in 2007 gains are a $7.2 million gain from the sale of 27 out-parcels for net proceeds of $55.9 million, a $40.9 million gain from the sale of five properties in development to the Fund for net proceeds of $102.8 million, a $2.2 million gain related to the partial sale of our ownership interest in the Fund, and a $1.9 million gain from our share of a contractual earn out payment related to a property previously sold to a joint venture. Included in 2006 gains are a $20.2 million gain from the sale of 30 out-parcels for net proceeds of $53.5 million, a $35.9 million gain from the sale of six shopping centers to co-investment partnerships for net proceeds of $122.7 million; as well as a $9.5 million gain related to the partial sale of our ownership interest in MCWR II. There were no sales to DIK-JV’s in 2007 or 2006.
Our equity in income (loss) of investments in real estate partnerships (co-investment partnerships or joint ventures) increased approximately $15.5 million during 2007 as follows (in thousands):
Ownership | 2007 | 2006 | Change | Ownership | 2007 | 2006 | Change | |||||||||||||||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 9,871 | 4,747 | 5,124 | 25.00 | % | $ | 9,871 | 4,747 | 5,124 | ||||||||||||||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 457 | 615 | (158 | ) | 25.00 | % | 457 | 615 | (158 | ) | ||||||||||||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | (3,236 | ) | (7,005 | ) | 3,769 | 24.95 | % | (3,236 | ) | (7,005 | ) | 3,769 | ||||||||||||
Macquarie CountryWide-Regency III (MCWR II) | 24.95 | % | 67 | (38 | ) | 105 | ||||||||||||||||||||
Macquarie CountryWide-Regency-DESCO (MCWR-DESCO) | 16.35 | % | (465 | ) | — | (465 | ) | |||||||||||||||||||
Macquarie CountryWide-Regency III (MCWR III) | 24.95 | % | 67 | (38 | ) | 105 | ||||||||||||||||||||
Macquarie CountryWide-Regency-DESCO | — | |||||||||||||||||||||||||
(MCWR-DESCO) | 16.35 | % | (465 | ) | — | (465 | ) | |||||||||||||||||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 2,440 | 2,350 | 90 | 20.00 | % | 2,440 | 2,350 | 90 | ||||||||||||||||
Cameron Village LLC (Columbia) | 30.00 | % | (74 | ) | (119 | ) | 45 | |||||||||||||||||||
Columbia Regency Partners II (Columbia) | 20.00 | % | 189 | 62 | 127 | |||||||||||||||||||||
Columbia Regency Partners II (Columbia II) | 20.00 | % | 189 | 62 | 127 | |||||||||||||||||||||
Cameron Village LLC (Cameron) | 30.00 | % | (74 | ) | (119 | ) | 45 | |||||||||||||||||||
RegCal, LLC (RegCal) | 25.00 | % | 662 | 517 | 145 | 25.00 | % | 662 | 517 | 145 | ||||||||||||||||
Regency Retail Partners (the Fund) | 20.00 | % | 326 | 7 | 319 | 20.00 | % | 326 | 7 | 319 | ||||||||||||||||
Other investments in real estate partnerships | 50.00 | % | 7,856 | 1,444 | 6,412 | 50.00 | % | 7,856 | 1,444 | 6,412 | ||||||||||||||||
Total | $ | 18,093 | 2,580 | 15,513 | $ | 18,093 | 2,580 | 15,513 | ||||||||||||||||||
The increase in our equity in income (loss) of investments in real estate partnerships is primarily related to growth in rental income generally realized in all of the joint venture portfolios and higher gains from the sale of shopping centers sold by MCWR I, as well as, the sale of a shopping center owned by a joint venture classified above in Other investments.
Gains from the sale of real estate were $52.2 million in 2007 as compared to $65.6 million in 2006. Included in 2007 gains are $8.9 million in gains from the sale of 28 out-parcels for net proceeds of $59.2 million, $42.8 million from the sale of six properties in development to a joint venture for net proceeds of $102.8 million; and a $2.2 million gain related to the partial sale of our interest in the Fund as discussed previously. Included in 2006 gains are $20.2 million in gains from the sale of 30 out-parcels for net proceeds of $53.5 million, $35.9 million from the sale of six shopping centers to co-investment
partnerships for net proceeds of $122.7 million; as well as a $9.5 million gain related to the partial sale of our interest in MCWR II as previously discussed. These gains are included in continuing operations rather than discontinued operations because they were either properties that had no operating income, or they were properties sold to co-investment partnerships where we have continuing involvement through our equity investment.
Income from discontinued operations was $27.5$33.4 million for the year ended December 31, 2007 related to two operating properties andthe sale of four development properties soldand three operating properties to unrelated parties for
net proceeds of $109.0 million. Income from discontinued operations was $64.0 million for the year ended December 31, 2006 related to eight operating properties and three development properties sold to unrelated parties for net proceeds of $149.6$112.3 million, and toincluding the operations of shopping centers sold or classified as held-for-sale in 20062008 and 2007. Income from discontinued operations was $69.0 million for the year ended December 31, 2006 related to the sale of three development properties and eight operating properties to unrelated parties for net proceeds of $149.6 million, and including the operations of shopping centers sold or classified as held-for-sale in 2008, 2007, and 2006. In compliance with Statement 144, if we sell an asset in the current year, we are required to re-presentreclassify its operations into discontinued operations for all prior periods. This practice results in a re-presentationreclassification of amounts previously reported as continuing operations into discontinued operations. Our income from discontinued operations is shown net of income taxes totaling $2.0 million for the year ended December 31, 2007.
Net income for common unit holders decreased $16.1 million to $185.6 million in 2007 as compared with $201.7 million in 2006 primarily related to lower gains recognized from the sale of real estate15 properties as compared to 22 in 2007.2006. Diluted earnings per unit was $2.65 in 2007 as compared to $2.89 in 2006 or 8%8.3% lower.
Results from Operations
Comparison of the years ended December 31, 2006 to 2005:
At December 31, 2006, on a Combined Basis, we were operating or developing 405 shopping centers, as compared to 393 shopping centers at the end of 2005. At December 31, 2006, on a Combined Basis, we were developing 47 properties, as compared to 31 properties at the end of 2005.
Our revenues increased by $33.3 million, or 9%, to $417.0 million in 2006 as summarized in the following table (in thousands):
2006 | 2005 | Change | |||||
Minimum rent | $ | 294,728 | 273,382 | 21,346 | |||
Percentage rent | 4,428 | 4,364 | 64 | ||||
Recoveries from tenants | 86,007 | 77,858 | 8,149 | ||||
Management, acquisition, and other fees | 31,805 | 28,019 | 3,786 | ||||
Total revenues | $ | 416,968 | 383,623 | 33,345 | |||
The increase in revenues was primarily related to higher minimum rent from growth in rental rates from renewing expiring leases or re-leasing vacant space in the operating properties, and from new minimum rent generated from recently completed developments commencing operations in the current year net of properties sold. Recoveries from tenants, which represent reimbursements from tenants for their pro-rata share of the operating expenses that we incur to operating our shopping centers, increased 10.5% during 2006 directly related to a 16.6% increase in our operating expenses.
We earn fees for asset management, property management, leasing, investing, and financing services that we provide to our co-investment partnerships and third parties summarized as follows (in thousands):
Asset management fees Property management fees Leasing commissions Acquisition and financing fees Other fees 2006 2005 Change $ 5,977 5,106 871 11,041 7,283 3,758 2,210 — 2,210 11,683 14,430 (2,747 ) 894 1,200 (306 ) $ 31,805 28,019 3,786
Property management fees increased in 2006 as a result of managing the First Washington Portfolio acquisition for MCWR II for an entire 12 months during 2006 as compared to seven months during 2005. This also resulted in higher leasing commissions earned during 2006. Acquisition and financing fees were lower in 2006 due to a lower level of acquisition activity in 2006 as compared to 2005. Fees earned in 2005 were primarily related to the acquisition of the First Washington Portfolio by MCWR II. During 2006, we earned additional fees from MCWR II for achieving certain income performance results related to the First Washington Portfolio.
Our operating expenses increased by $34.1 million, or 17%, to $239.4 million in 2006 related to increased operating and maintenance costs, general and administrative costs and depreciation expense, as further described below. The following table summarizes our operating expenses (in thousands):
2006 | 2005 | Change | |||||
Operating, maintenance and real estate taxes | $ | 93,777 | 87,987 | 5,790 | |||
General and administrative | 45,495 | 37,815 | 7,680 | ||||
Depreciation and amortization | 84,160 | 76,698 | 7,462 | ||||
Other expenses, net | 15,928 | 2,759 | 13,169 | ||||
Total operating expenses | $ | 239,360 | 205,259 | 34,101 | |||
The increase in operating, maintenance, and real estate taxes was primarily due to shopping center developments that were recently completed and did not incur operating expenses for a full 12 months during the previous year, and to general price increases incurred by the operating properties, net of properties sold. On average, approximately 80% of these costs are recovered from our tenants as expense reimbursements and included in our revenues.
The increase in general and administrative expense is related to additional salary costs for new employees hired to manage the First Washington Portfolio under a property management agreement with MCWR II, as well as, staffing increases related to increases in our shopping center development program.
The increase in depreciation and amortization expense is primarily related to new development properties recently completed and placed in service in the current year, net of properties sold, or if placed in service in the previous year, were not operational for a full 12 months.
The increase in other expenses pertains to an increase in the income tax provision of RRG, our taxable REIT subsidiary, from $4.1 million in 2005 to $11.8 million in 2006. RCLP also incurred intangible taxes of $1.8 million in 2006 as compared to $352,416 in 2005.
The following table presents the change in interest expense from 2006 to 2005:
2006 | 2005 | Change | ||||||||
Interest on the Line | $ | 7,557 | 8,633 | (1,076 | ) | |||||
Interest on notes payable | 100,397 | 92,658 | 7,739 | |||||||
Capitalized interest | (23,952 | ) | (12,400 | ) | (11,552 | ) | ||||
Interest income | (4,232 | ) | (2,361 | ) | (1,871 | ) | ||||
$ | 79,770 | 86,530 | (6,760 | ) | ||||||
Interest expense on the Line and notes payable increased due to higher outstanding balances on the Line during the year associated with an increase in properties in development and the acquisitions purchased in 2006. The increase in development activity also resulted in an increase in capitalized interest.
Our equity in income (loss) of investments in real estate partnerships (co-investment partnerships or joint ventures) increased $5.5 million to $2.6 million in 2006 as follows (in thousands):
Ownership | 2006 | 2005 | Change | ||||||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 4,747 | 1,601 | 3,146 | |||||||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 615 | 578 | 37 | ||||||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | (7,005 | ) | (11,228 | ) | 4,223 | ||||||
Macquarie CountryWide-Regency III (MCWR II) | 24.95 | % | (38 | ) | (47 | ) | 9 | ||||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 2,350 | 4,241 | (1,891 | ) | |||||||
Cameron Village LLC (Columbia) | 30.00 | % | (119 | ) | (98 | ) | (21 | ) | |||||
Columbia Regency Partners II (Columbia) | 20.00 | % | 62 | 63 | (1 | ) | |||||||
RegCal, LLC (RegCal) | 25.00 | % | 517 | 609 | (92 | ) | |||||||
Regency Retail Partners (the Fund) | 20.00 | % | 7 | — | 7 | ||||||||
Other investments in real estate partnerships | 50.00 | % | 1,444 | 1,373 | 71 | ||||||||
Total | $ | 2,580 | (2,908 | ) | 5,488 | ||||||||
The increase was primarily a result of MCWR II earning revenues for a full year from the First Washington Portfolio as compared to seven months during 2005. MCWR I recorded higher gains from the sale of real estate during 2006 as compared to 2005. Columbia recorded lower gains from the sale of real estate during 2006 as compared to 2005.
Gains from the sale of real estate were $65.6 million in 2006 as compared to $19.0 million in 2005. Included in 2006 are gains of $20.2 million from the sale of 30 out-parcels for net proceeds of $53.5 million, $35.9 million from the sale of six shopping centers to co-investment partnerships for net proceeds of $122.7 million; and a $9.5 million gain related to the partial sale of our interest in MCWR II as discussed previously. Included in 2005 are gains of $8.7 million in gains from the sale of 26 out-parcels for net proceeds of $29.0 million and $10.3 million in gains related to the sale of three development properties and one operating property. These gains are included in continuing operations rather than discontinued operations because they were either properties that had no operating income, or they were properties sold to co-investment partnerships where we have continuing involvement through our equity investment.
We review our real estate portfolio for impairment whenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset. We determine whether impairment has occurred by comparing the property’s carrying value to an estimate of fair value based upon methods described in our Critical Accounting Policies. In the event a property is impaired, we write down the asset to fair value for “held-and-used” assets and to fair value less costs to sell for “held-for- sale” assets. During 2006 and 2005 we established provisions for loss of $500,000 and $550,000, respectively, to adjust operating properties to their estimated fair values.
Income from discontinued operations was $64.0 million in 2006 related to eight operating and three development properties sold to unrelated parties for net proceeds of $149.6 million. Income from discontinued operations was $66.4 million in 2005 related to nine operating and five development properties sold to unrelated parties for net proceeds of $175.2 million and to the operations of shopping centers sold or classified as held-for-sale in 2006 and 2005. In compliance with Statement 144, if we sell an asset in the current year, we are required to reclassify its operating income into discontinued operations for all prior periods. This practice results in a reclassification of amounts previously reported as continuing operations into discontinued operations. Our income from discontinued operations is shown net of income taxes totaling $3.6 million for the year ended December 31, 2005.
Net income for common unit holders increased $52.5 million to $201.7 million in 2006 as compared with $149.2 million in 2005 primarily related to increases in revenues described above and higher gains recognized from sale of real estate. Diluted earnings per unit was $2.89 in 2006 as compared to $2.23 in 2005 or 30% higher.
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 (UST’s).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 non-chlorinated solvent systems. Where available, we have applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy that covers us against 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. We estimate the cost associated with these legal obligations to be approximately $3.4$3.2 million, all of which has been reserved. We believe that the ultimate disposition of currently known environmental matters will not have a material affecteffect on our financial position, liquidity, or operations; however, we can give no assurance that existing environmental studies with respect to 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
Inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers; however, more recentlyrecent data suggests inflation has been increasing and may become a greater concern withinin the current economy. Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling us to receive percentage rent based on tenants’ gross sales, which generally increase as prices rise; and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indices. 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. 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.
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Market Risk
We are exposed to two significant components of interest-rateinterest rate risk. Our Line has a variable interest rate that is based upon LIBOR plus a spread of 5540 basis points and the term loan within our Term Facility has a variable interest rate based upon LIBOR plus a spread of 105 basis points. LIBOR rates charged on the Lineour Unsecured credit facilities change monthly. Based upon the current balance of our current Line balance,Unsecured credit facilities, a 1% increase in LIBOR would equate to an additional $2.1$3.0 million of interest costs per year. The spread on the LineUnsecured credit facilities is dependent upon maintaining specific credit ratings. If our credit ratings were downgraded, the spread on the LineUnsecured credit facilities would increase, resulting in higher interest costs. We are also exposed to higher interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest-rateinterest rate risk management is to limit the impact of interest-rateinterest 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-rateinterest rate swaps, caps, or treasury locks in order to mitigate our interest-rateinterest rate risk on a related financial instrument. We do not enter into derivative or interest-rateinterest rate transactions for speculative purposes.
We have approximately $428.1$428.3 million of fixed rate debt maturing in 2010 and 2011 that have a weighted average fixed interest rate of 8.07%, which includes $400.0 million of unsecured long-term debt. During 2006 the Partnershipwe entered into four forward-starting interest rate swaps (the “Swaps”) totaling $396.7 million with fixed rates of 5.399%, 5.415%, 5.399%, and 5.415%. The PartnershipWe designated these swapsSwaps as cash flow hedges to fix the future interest rates on the $400.0 million of the financing expected to occur in 2010 and 2011. As a result of a decline in 10 year Treasury interest rates since the inception of the Swaps, the fair value of the Swaps as of December 31, 2008 is reflected as a liability of $83.7 million in our accompanying consolidated balance sheet. It remains highly probable that the forecasted transactions will occur as projected at the inception of the Swaps and therefore, the change in fair value of the Swaps is reflected in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements. To the extent that future 10-year Treasury rates (at the future settlement dates) are higher than current rates, this liability will decline. If a liability exists at the dates the Swaps are settled, the liability will be amortized over the term of the respective debt issuances as additional interest expense in addition to the stated interest rates on the new issuances. In the case of $196.7 million of the Swaps, we continue to expect to issue new secured or unsecured debt for a term of 7 to 12 years during the period between June 30, 2009 and June 30, 2010. In the case of $200.0 million of the Swaps, we continue to expect to issue new debt for a term of 7 to 12 years during the period between March 30, 2010 and March 30, 2011. 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. However, in the current environment, we expect interest rates on new issuances to be significantly higher than on historical issuances. An increase of 1.0% in the interest rate of new debt issues above that of maturing debt would result in additional annual interest expense of $4.3 million in addition to the impact of the annual amortization that would be incurred as a result of settling the Swaps.
Our interest-rateinterest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows (in thousands), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands) as of December 31, 2007,2008, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest-rateinterest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed at December 31, 2008 and are subject to change on a monthly basis.
2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total | Fair Value | ||||||||||||||||
Fixed rate debt | $ | 23,510 | 57,026 | 181,009 | 254,963 | 253,893 | 1,024,254 | 1,794,655 | 1,288,052 | ||||||||||||||
Average interest rate for all fixed rate debt | 6.42 | % | 6.37 | % | 6.14 | % | 5.80 | % | 5.57 | % | 5.54 | % | — | — | |||||||||
Variable rate LIBOR debt | $ | 162 | 5,659 | — | 208,000 | — | — | 213,821 | 213,821 | ||||||||||||||
Average interest rate for all variable rate debt | 5.41 | % | 5.41 | % | 5.41 | % | — | — | — | — | — |
As theThe table incorporates only those exposures that exist as of December 31, 2007, it2008 and does not consider those exposures or positions that could arise after that date. Moreover, becauseSince firm commitments are not presented, in the table above, the information presented above has limited predictive value. As a result, our ultimate realized gain or loss with
respect to interest-rateinterest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair Value | ||||||||||||||||
Fixed rate debt | $ | 57,780 | 181,923 | 256,020 | 255,027 | 21,065 | 1,064,056 | 1,835,871 | 1,043,017 | ||||||||||||||
Average interest rate for all fixed rate debt | 6.36 | % | 6.14 | % | 5.81 | % | 5.59 | % | 5.56 | % | 5.65 | % | — | — | |||||||||
Variable rate LIBOR debt | $ | 5,130 | — | 297,667 | — | — | — | 302,796 | 285,920 | ||||||||||||||
Average interest rate for all variable rate debt | 1.34 | % | 1.34 | % | — | — | — | — | — | — |
The fair value of total debt in the table above is $1.3 billion versus the face value of $2.1 billion, which suggests that as new debt is issued in the future to repay maturing debt, the cost of new debt issuances will be higher than the current cost of existing debt.
Item 8. | Consolidated Financial Statements and Supplementary Data |
Regency Centers, L.P.
Regency Centers, L.P. | ||
Consolidated Balance Sheets as of December 31, | ||
Consolidated Statements of Operations for the years ended December 31, 2008, 2007, | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, | ||
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.
Report of Independent Registered Public Accounting Firm
The Unit holders of Regency Centers, L.P. and
the Board of Directors of
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 20072008 and 2006,2007, and the related consolidated statements of operations, changes in partners’ capital and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007.2008. In connection with our audits of the consolidated financial statements, we also have audited financial statement scheduleSchedule 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, 20072008 and 2006,2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007,2008, 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, 2007,2008, based on criteria established inInternal Control—Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 29, 2008,March 17, 2009 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.
/s/ KPMG LLP |
March 17, 2009
Jacksonville, Florida
Certified Public Accountants
Jacksonville, Florida
February 29, 2008
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 internal control over financial reporting as of December 31, 2007,2008, based on criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers L.P.’sCorporation’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, 2007,2008, based on criteria established inInternal Control - Integrated Framework 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. as of December 31, 20072008 and 2006,2007, and the related consolidated statements of operations, changes in partners’ capital and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007,2008 and the related financial statement schedule, and our report dated February 29, 2008,March 17, 2009 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Certified Public AccountantsMarch 17, 2009
Jacksonville, Florida
February 29, 2008Certified Public Accountants
Consolidated Balance Sheets
December 31, 20072008 and 20062007
(in thousands, except unit data)
2007 | 2006 | ||||||
Assets | |||||||
Real estate investments at cost (notes 2, 3, 4, and 12): | |||||||
Land | $ | 968,859 | 862,851 | ||||
Buildings and improvements | 2,090,497 | 1,963,634 | |||||
3,059,356 | 2,826,485 | ||||||
Less: accumulated depreciation | 497,498 | 427,389 | |||||
2,561,858 | 2,399,096 | ||||||
Properties in development | 905,929 | 615,450 | |||||
Operating properties held for sale | — | 25,608 | |||||
Investments in real estate partnerships | 432,910 | 434,090 | |||||
Net real estate investments | 3,900,697 | 3,474,244 | |||||
Cash and cash equivalents | 18,668 | 34,046 | |||||
Notes receivable (note 5) | 44,543 | 19,988 | |||||
Tenant receivables, net of allowance for uncollectible accounts of $2,482 and $3,532 at December 31, 2007 and 2006, respectively | 75,441 | 67,162 | |||||
Deferred costs, less accumulated amortization of $43,470 and $36,227 at December 31, 2007 and 2006, respectively | 52,784 | 40,989 | |||||
Acquired lease intangible assets, less accumulated amortization of $14,914 and $10,511 at December 31, 2007 and 2006, respectively (note 6) | 17,228 | 12,315 | |||||
Other assets | 33,651 | 23,041 | |||||
$ | 4,143,012 | 3,671,785 | |||||
Liabilities and Partners’ Capital | |||||||
Liabilities: | |||||||
Notes payable (note 7) | 1,799,975 | 1,454,386 | |||||
Unsecured line of credit (note 7) | 208,000 | 121,000 | |||||
Accounts payable and other liabilities | 164,479 | 140,940 | |||||
Acquired lease intangible liabilities, less accumulated accretion of $6,371 and $4,331 at December 31, 2007 and 2006, respectively (note 6) | 10,354 | 7,729 | |||||
Tenants’ security and escrow deposits | 11,436 | 10,517 | |||||
Total liabilities | 2,194,244 | 1,734,572 | |||||
Limited partners’ interest in consolidated partnerships | 18,392 | 17,797 | |||||
Commitments and contingencies (notes 12 and 13) | |||||||
Partners’ Capital (notes 8, 9, 10, and 11): | |||||||
Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2007 and 2006 | 49,158 | 49,158 | |||||
Preferred units of general partner, par value $0.01: 800,000 units issued and outstanding at December 31, 2007 and 2006, liquidation preference $250 | 275,000 | 275,000 | |||||
General partner; 69,638,637 and 69,017,995 units outstanding at December 31, 2007 and 2006, respectively | 1,614,302 | 1,591,634 | |||||
Limited partners; 473,611 and 740,826 units outstanding at December 31, 2007 and 2006, respectively | 10,832 | 16,941 | |||||
Accumulated other comprehensive income (loss) | (18,916 | ) | (13,317 | ) | |||
Total partners’ capital | 1,930,376 | 1,919,416 | |||||
$ | 4,143,012 | 3,671,785 | |||||
2008 | 2007 | ||||||
(as restated) | |||||||
Assets | |||||||
Real estate investments at cost (notes 3, 4, 5, and 15): | |||||||
Land | $ | 923,062 | 968,859 | ||||
Buildings and improvements | 1,974,093 | 2,090,497 | |||||
2,897,155 | 3,059,356 | ||||||
Less: accumulated depreciation | 554,595 | 497,498 | |||||
2,342,560 | 2,561,858 | ||||||
Properties in development | 1,078,885 | 905,929 | |||||
Operating properties held for sale, net | 66,447 | — | |||||
Investments in real estate partnerships | 383,408 | 401,906 | |||||
Net real estate investments | 3,871,300 | 3,869,693 | |||||
Cash and cash equivalents | 21,533 | 18,668 | |||||
Notes receivable (note 6) | 31,438 | 44,543 | |||||
Tenant receivables, net of allowance for uncollectible accounts of $1,593 and $2,482 at December 31, 2008 and 2007, respectively | 84,096 | 75,441 | |||||
Other receivables (note 5) | 19,700 | — | |||||
Deferred costs, less accumulated amortization of $51,549 and $43,470 at December 31, 2008 and 2007, respectively | 57,477 | 52,784 | |||||
Acquired lease intangible assets, less accumulated amortization of $11,204 and $7,362 at December 31, 2008 and 2007, respectively (note 7) | 12,903 | 17,228 | |||||
Other assets | 43,928 | 36,416 | |||||
Total assets | $ | 4,142,375 | 4,114,773 | ||||
Liabilities, Limited Partners’ Interests, and Partners’ Capital | |||||||
Liabilities: | |||||||
Notes payable (note 9) | $ | 1,837,904 | 1,799,975 | ||||
Unsecured credit facilities (note 9) | 297,667 | 208,000 | |||||
Accounts payable and other liabilities | 141,395 | 154,643 | |||||
Derivative instruments, at fair value (notes 10 and 11) | 83,691 | 9,836 | |||||
Acquired lease intangible liabilities, less accumulated accretion of $8,829 and $6,371 at December 31, 2008 and 2007, respectively (note 7) | 7,865 | 10,354 | |||||
Tenants’ security and escrow deposits | 11,571 | 11,436 | |||||
Total liabilities | 2,380,093 | 2,194,244 | |||||
Limited partners’ interests in consolidated partnerships | 7,980 | 18,392 | |||||
Commitments and contingencies (notes 15 and 16) | |||||||
Partners’ Capital (notes 10, 12, 13, and 14): | |||||||
Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2008 and 2007 | 49,158 | 49,158 | |||||
Preferred units of general partner, $.01 par value per unit, 11,000,000 units issued and outstanding at December 31, 2008, liquidation preference $25; 3,000,000 and 800,000 units issued and outstanding at December 31, 2007 with liquidation preferences of $25 and $250 per unit, respectively | 275,000 | 275,000 | |||||
General partner; 70,036,670 and 69,638,637 units outstanding at December 31, 2008 and 2007, respectively | 1,512,550 | 1,586,683 | |||||
Limited partners; 468,211 and 473,611 units outstanding at December 31, 2008 and 2007, respectively | 9,059 | 10,212 | |||||
Accumulated other comprehensive loss | (91,465 | ) | (18,916 | ) | |||
Total partners’ capital | 1,754,302 | 1,902,137 | |||||
Total liabilities, limited partners’ interests, and partners’ capital | $ | 4,142,375 | 4,114,773 | ||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations
For the years ended December 31, 2008, 2007, 2006 and 20052006
(in thousands, except per unit data)
2007 | 2006 | 2005 | 2008 | 2007 | 2006 | |||||||||||||||
Revenues: | ||||||||||||||||||||
Minimum rent (note 12) | $ | 320,323 | 294,728 | 273,382 | ||||||||||||||||
Minimum rent (note 15) | $ | 334,332 | 308,720 | 284,751 | ||||||||||||||||
Percentage rent | 4,661 | 4,428 | 4,364 | 4,260 | 4,661 | 4,430 | ||||||||||||||
Recoveries from tenants | 93,460 | 86,007 | 77,858 | |||||||||||||||||
Management, acquisition and other fees | 33,064 | 31,805 | 28,019 | |||||||||||||||||
Recoveries from tenants and other income | 98,797 | 90,137 | 83,048 | |||||||||||||||||
Management, acquisition, and other fees | 56,032 | 33,064 | 31,805 | |||||||||||||||||
Total revenues | 451,508 | 416,968 | 383,623 | 493,421 | 436,582 | 404,034 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Depreciation and amortization | 93,257 | 84,160 | 76,698 | 104,739 | 89,539 | 81,028 | ||||||||||||||
Operating and maintenance | 56,930 | 50,981 | 49,429 | 59,368 | 54,232 | 49,022 | ||||||||||||||
General and administrative | 50,580 | 45,495 | 37,815 | 49,495 | 50,580 | 45,495 | ||||||||||||||
Real estate taxes | 45,916 | 42,796 | 38,558 | 48,638 | 43,403 | 40,384 | ||||||||||||||
Other expenses | 10,081 | 15,928 | 2,759 | 14,824 | 10,081 | 15,928 | ||||||||||||||
Total operating expenses | 256,764 | 239,360 | 205,259 | 277,064 | 247,835 | 231,857 | ||||||||||||||
Other expense (income): | ||||||||||||||||||||
Interest expense, net of interest income of $3,079, $4,232 and $2,361 in 2007, 2006 and 2005, respectively | 82,494 | 79,770 | 86,530 | |||||||||||||||||
Interest expense, net of interest income of $4,696, $3,079 and $4,232 in 2008, 2007 and 2006, respectively | 92,784 | 82,389 | 79,348 | |||||||||||||||||
Gain on sale of operating properties and properties in development | (52,215 | ) | (65,600 | ) | (18,971 | ) | (20,346 | ) | (52,215 | ) | (65,600 | ) | ||||||||
Provision for impairment | 34,855 | — | — | |||||||||||||||||
Total other expense (income) | 30,279 | 14,170 | 67,559 | 107,293 | 30,174 | 13,748 | ||||||||||||||
Income before minority interests and equity in income of investments in real estate partnerships | 164,465 | 163,438 | 110,805 | 109,064 | 158,573 | 158,429 | ||||||||||||||
Minority interest of limited partners | (990 | ) | (4,863 | ) | (263 | ) | (701 | ) | (990 | ) | (4,863 | ) | ||||||||
Equity in income (loss) of investments in real estate partnerships | 18,093 | 2,580 | (2,908 | ) | ||||||||||||||||
Equity in income of investments in real estate partnerships (note 5) | 5,292 | 18,093 | 2,580 | |||||||||||||||||
Income from continuing operations | 181,568 | 161,155 | 107,634 | 113,655 | 175,676 | 156,146 | ||||||||||||||
Discontinued operations, net (note 3): | ||||||||||||||||||||
Discontinued operations, net (note 4): | ||||||||||||||||||||
Operating income from discontinued operations | 1,964 | 4,776 | 12,121 | 9,668 | 7,855 | 9,785 | ||||||||||||||
Gain on sale of operating properties and properties in development | 25,494 | 59,181 | 54,281 | 17,497 | 25,495 | 59,181 | ||||||||||||||
Income from discontinued operations | 27,458 | 63,957 | 66,402 | 27,165 | 33,350 | 68,966 | ||||||||||||||
Net income | 209,026 | 225,112 | 174,036 | 140,820 | 209,026 | 225,112 | ||||||||||||||
Preferred unit distributions | (23,400 | ) | (23,400 | ) | (24,849 | ) | (23,400 | ) | (23,400 | ) | (23,400 | ) | ||||||||
Net income for common unit holders | $ | 185,626 | 201,712 | 149,187 | $ | 117,420 | 185,626 | 201,712 | ||||||||||||
Income per common unit—basic (note 11): | ||||||||||||||||||||
Income per common unit - basic (note 14): | ||||||||||||||||||||
Continuing operations | $ | 2.26 | 1.98 | 1.24 | $ | 1.28 | 2.18 | 1.91 | ||||||||||||
Discontinued operations | 0.39 | 0.93 | 1.01 | 0.38 | 0.47 | 1.00 | ||||||||||||||
Net income for common unit holders per unit | $ | 2.65 | 2.91 | 2.25 | $ | 1.66 | 2.65 | 2.91 | ||||||||||||
Income per common unit—diluted (note 11): | ||||||||||||||||||||
Income per common unit - diluted (note 14): | ||||||||||||||||||||
Continuing operations | $ | 2.26 | 1.97 | 1.23 | $ | 1.28 | 2.18 | 1.90 | ||||||||||||
Discontinued operations | 0.39 | 0.92 | 1.00 | 0.38 | 0.47 | 0.99 | ||||||||||||||
Net income for common unit holders per unit | $ | 2.65 | 2.89 | 2.23 | $ | 1.66 | 2.65 | 2.89 | ||||||||||||
See accompanying notes to consolidated financial statements.
Consolidated StatementsStatement of Changes in Partners’ Capital and Comprehensive Income (Loss)
For the years ended December 31, 2008, 2007, 2006 and 20052006
(in thousands)
Preferred Units | General Partner Preferred and Common Units | Limited Partners | Restricted Stock Deferred Compensation | Accumulated Other Comprehensive Income (Loss) | Total Partners’ Capital | Preferred Units | General Partner Preferred and Common Units | Limited Partners | Accumulated Other Comprehensive Income (Loss) | Total Partners’ Capital | |||||||||||||||||||||||||
Balance at December 31, 2004 | $ | 101,762 | 1,520,852 | 30,775 | (16,844 | ) | (5,291 | ) | 1,631,254 | ||||||||||||||||||||||||||
Comprehensive income (note 8): | |||||||||||||||||||||||||||||||||||
Net income | 8,105 | 162,647 | 3,284 | — | — | 174,036 | |||||||||||||||||||||||||||||
Loss on settlement of derivative instruments | — | — | — | — | (7,310 | ) | (7,310 | ) | |||||||||||||||||||||||||||
Amortization of loss on derivative instruments | — | — | — | — | 909 | 909 | |||||||||||||||||||||||||||||
Balance at December 31, 2005, as previously reported | $ | 49,158 | 1,800,517 | 27,919 | (11,692 | ) | 1,865,902 | ||||||||||||||||||||||||||||
Restatement adjustments (note 2) | — | (27,619 | ) | (620 | ) | — | (28,239 | ) | |||||||||||||||||||||||||||
Total comprehensive income | 167,635 | ||||||||||||||||||||||||||||||||||
Redemption of preferred units | (52,604 | ) | — | — | — | — | (52,604 | ) | |||||||||||||||||||||||||||
Cash distributions to partners | — | (143,755 | ) | (2,917 | ) | — | — | (146,672 | ) | ||||||||||||||||||||||||||
Preferred unit distribution | (8,105 | ) | (16,744 | ) | — | — | — | (24,849 | ) | ||||||||||||||||||||||||||
Series 5 Preferred units issued (note 9) | — | 75,000 | — | — | — | 75,000 | |||||||||||||||||||||||||||||
Reclassification of unearned deferred compensation upon adoption of FAS 123(R) | — | (16,844 | ) | — | 16,844 | — | — | ||||||||||||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 10) | — | 16,955 | — | — | — | 16,955 | |||||||||||||||||||||||||||||
Common Units issued as a result of common stock issued by Regency, net of repurchases (note 9) | — | 199,183 | — | — | — | 199,183 | |||||||||||||||||||||||||||||
Common Units exchanged for common stock of Regency | — | 6,386 | (6,386 | ) | — | — | — | ||||||||||||||||||||||||||||
Reallocation of limited partners’ interest | — | (3,163 | ) | 3,163 | — | — | — | ||||||||||||||||||||||||||||
Balance at December 31, 2005 | $ | 49,158 | 1,800,517 | 27,919 | — | (11,692 | ) | 1,865,902 | |||||||||||||||||||||||||||
Comprehensive income (note 8): | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2005, as restated | $ | 49,158 | 1,772,898 | 27,299 | (11,692 | ) | 1,837,663 | ||||||||||||||||||||||||||||
Comprehensive income (note 10): | |||||||||||||||||||||||||||||||||||
Net income | 3,725 | 218,511 | 2,876 | — | — | 225,112 | 3,725 | 218,511 | 2,876 | — | 225,112 | ||||||||||||||||||||||||
Amortization of loss on derivative instruments | — | — | — | — | 1,306 | 1,306 | — | — | — | 1,306 | 1,306 | ||||||||||||||||||||||||
Change in fair value of derivative instruments | — | — | — | — | (2,931 | ) | (2,931 | ) | — | — | — | (2,931 | ) | (2,931 | ) | ||||||||||||||||||||
Total comprehensive income | 223,487 | 223,487 | |||||||||||||||||||||||||||||||||
Cash distributions to partners | — | (163,311 | ) | (2,642 | ) | — | — | (165,953 | ) | ||||||||||||||||||||||||||
Distributions to partners | — | (163,311 | ) | (2,642 | ) | — | (165,953 | ) | |||||||||||||||||||||||||||
Preferred unit distribution | (3,725 | ) | (19,675 | ) | — | — | — | (23,400 | ) | (3,725 | ) | (19,675 | ) | — | — | (23,400 | ) | ||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 10) | — | 16,584 | — | — | — | 16,584 | |||||||||||||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 13) | — | 16,584 | — | — | 16,584 | ||||||||||||||||||||||||||||||
Common Units issued as a result of common stock issued by Regency, net of repurchases | — | 2,796 | — | — | — | 2,796 | — | 2,796 | — | — | 2,796 | ||||||||||||||||||||||||
Common Units exchanged for common stock of Regency | — | 21,495 | (21,495 | ) | — | — | — | — | 21,495 | (21,495 | ) | — | — | ||||||||||||||||||||||
Reallocation of limited partners’ interest | — | (10,283 | ) | 10,283 | — | — | — | — | (10,283 | ) | 10,283 | — | — | ||||||||||||||||||||||
Balance at December 31, 2006 | $ | 49,158 | 1,866,634 | 16,941 | — | (13,317 | ) | 1,919,416 | |||||||||||||||||||||||||||
Comprehensive income (note 8): | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2006, as restated | $ | 49,158 | 1,839,015 | 16,321 | (13,317 | ) | 1,891,177 | ||||||||||||||||||||||||||||
Comprehensive income (note 10): | |||||||||||||||||||||||||||||||||||
Net income | 3,725 | 203,651 | 1,650 | — | — | 209,026 | 3,725 | 203,651 | 1,650 | — | 209,026 | ||||||||||||||||||||||||
Amortization of loss on derivative instruments | — | — | — | — | 1,306 | 1,306 | — | — | — | 1,306 | 1,306 | ||||||||||||||||||||||||
Change in fair value of derivative instruments | — | — | — | — | (6,905 | ) | (6,905 | ) | — | — | — | (6,905 | ) | (6,905 | ) | ||||||||||||||||||||
Total comprehensive income | 203,427 | 203,427 | |||||||||||||||||||||||||||||||||
Cash distributions to partners | — | (183,395 | ) | (1,571 | ) | — | — | (184,966 | ) | ||||||||||||||||||||||||||
Distributions to partners | — | (183,395 | ) | (1,571 | ) | — | (184,966 | ) | |||||||||||||||||||||||||||
Preferred unit distribution | (3,725 | ) | (19,675 | ) | — | — | — | (23,400 | ) | (3,725 | ) | (19,675 | ) | — | — | (23,400 | ) | ||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 10) | — | 17,725 | — | — | — | 17,725 | |||||||||||||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 13) | — | 17,725 | — | — | 17,725 | ||||||||||||||||||||||||||||||
Common Units issued as a result of common stock issued by Regency, net of repurchases | — | (1,826 | ) | — | — | — | (1,826 | ) | (1,826 | ) | — | — | (1,826 | ) | |||||||||||||||||||||
Common Units exchanged for common stock of Regency | — | 8,607 | (8,607 | ) | — | — | — | — | 8,607 | (8,607 | ) | — | — | ||||||||||||||||||||||
Reallocation of limited partners’ interest | — | (2,419 | ) | 2,419 | — | — | — | — | (2,419 | ) | 2,419 | — | — | ||||||||||||||||||||||
Balance at December 31, 2007 | $ | 49,158 | 1,889,302 | 10,832 | — | (18,916 | ) | 1,930,376 | |||||||||||||||||||||||||||
Balance at December 31, 2007, as restated | $ | 49,158 | 1,861,683 | 10,212 | (18,916 | ) | 1,902,137 | ||||||||||||||||||||||||||||
Comprehensive income (note 10): | |||||||||||||||||||||||||||||||||||
Net income | 3,725 | 136,188 | 907 | — | 140,820 | ||||||||||||||||||||||||||||||
Amortization of loss on derivative instruments | — | — | — | 1,306 | 1,306 | ||||||||||||||||||||||||||||||
Change in fair value of derivative instruments | — | — | — | (73,855 | ) | (73,855 | ) | ||||||||||||||||||||||||||||
Total comprehensive income | 68,271 | ||||||||||||||||||||||||||||||||||
Distributions to partners | — | (202,635 | ) | (1,364 | ) | — | (203,999 | ) | |||||||||||||||||||||||||||
Preferred unit distribution | (3,725 | ) | (19,675 | ) | — | — | (23,400 | ) | |||||||||||||||||||||||||||
Regency Restricted Stock issued, net of amortization (note 13) | — | 8,193 | — | — | 8,193 | ||||||||||||||||||||||||||||||
Common Units issued as a result of common stock issued by Regency, net of repurchases | — | 3,100 | — | — | 3,100 | ||||||||||||||||||||||||||||||
Common Units exchanged for common stock of Regency | — | 232 | (232 | ) | — | — | |||||||||||||||||||||||||||||
Reallocation of limited partners’ interest | — | 464 | (464 | ) | — | — | |||||||||||||||||||||||||||||
Balance at December 31, 2008 | $ | 49,158 | 1,787,550 | 9,059 | (91,465 | ) | 1,754,302 | ||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
For the years ended December 31, 2008, 2007 2006 and 20052006
(in thousands)
2007 | 2006 | 2005 | 2008 | 2007 | 2006 | |||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 209,026 | 225,112 | 174,036 | $ | 140,820 | 209,026 | 225,112 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
Depreciation and amortization | 93,508 | 87,413 | 84,449 | 107,846 | 93,508 | 87,413 | ||||||||||||||
Deferred loan cost and debt premium amortization | 3,249 | 4,411 | 2,740 | 4,287 | 3,249 | 4,411 | ||||||||||||||
Stock based compensation | 19,138 | 17,950 | 18,755 | |||||||||||||||||
Above and below market lease intangibles amortization and accretion | (2,376 | ) | (1,926 | ) | (1,387 | ) | ||||||||||||||
Stock-based compensation, net of capitalization | 5,950 | 11,572 | 11,096 | |||||||||||||||||
Minority interest of limited partners | 990 | 4,863 | 263 | 701 | 990 | 4,863 | ||||||||||||||
Equity in (income) loss of investments in real estate partnerships | (18,093 | ) | (2,580 | ) | 2,908 | |||||||||||||||
Equity in income of investments in real estate partnerships | (5,292 | ) | (18,093 | ) | (2,580 | ) | ||||||||||||||
Net gain on sale of properties | (79,627 | ) | (124,781 | ) | (76,664 | ) | (37,843 | ) | (79,627 | ) | (124,781 | ) | ||||||||
Provision for loss on operating properties | — | 500 | 550 | |||||||||||||||||
Provision for impairment | 34,855 | — | 500 | |||||||||||||||||
Distribution of earnings from operations of investments in real estate partnerships | 30,547 | 28,788 | 28,661 | 30,730 | 30,547 | 28,788 | ||||||||||||||
Hedge settlement | — | — | (7,310 | ) | ||||||||||||||||
Changes in assets and liabilities: | ||||||||||||||||||||
Tenant receivables | (10,040 | ) | (10,284 | ) | (1,186 | ) | (28,833 | ) | (10,040 | ) | (10,284 | ) | ||||||||
Deferred leasing costs | (9,562 | ) | (7,285 | ) | (6,829 | ) | (6,734 | ) | (8,126 | ) | (5,587 | ) | ||||||||
Other assets | (15,861 | ) | (3,508 | ) | (13,426 | ) | (12,839 | ) | (15,861 | ) | (3,508 | ) | ||||||||
Accounts payable and other liabilities | 2,101 | (2,638 | ) | (818 | ) | (12,423 | ) | 2,101 | (2,638 | ) | ||||||||||
Above and below market lease intangibles, net | (1,926 | ) | (1,387 | ) | (954 | ) | ||||||||||||||
Tenants’ security and escrow deposits | 847 | 241 | 228 | 320 | 847 | 241 | ||||||||||||||
Net cash provided by operating activities | 224,297 | 216,815 | 205,403 | 219,169 | 218,167 | 211,659 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of operating real estate | (63,117 | ) | (19,337 | ) | — | — | (63,117 | ) | (19,337 | ) | ||||||||||
Development of real estate including acquisition of land | (625,412 | ) | (404,836 | ) | (326,662 | ) | (388,783 | ) | (619,282 | ) | (399,680 | ) | ||||||||
Proceeds from sale of real estate investments | 270,981 | 455,972 | 237,135 | 274,417 | 270,981 | 455,972 | ||||||||||||||
Repayment (issuance) of notes receivable, net | 545 | 14,770 | (8,456 | ) | ||||||||||||||||
Collection of notes receivable | 28,287 | 545 | 14,770 | |||||||||||||||||
Investments in real estate partnerships | (42,660 | ) | (21,790 | ) | (417,713 | ) | (48,619 | ) | (42,660 | ) | (21,790 | ) | ||||||||
Distributions received from investments in real estate partnerships | 41,372 | 13,452 | 30,918 | 28,923 | 41,372 | 13,452 | ||||||||||||||
Net cash (used in) provided by investing activities | (418,291 | ) | 38,231 | (484,778 | ) | (105,775 | ) | (412,161 | ) | 43,387 | ||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Net proceeds from Common Units issued as a result of Common stock issued by Regency | 2,383 | 5,994 | 205,601 | |||||||||||||||||
Repurchase of Regency stock and corresponding Common Units | — | — | (54,000 | ) | ||||||||||||||||
Cash paid for conversion of Common Units by limited partner | (4,632 | ) | (2,619 | ) | (50 | ) | ||||||||||||||
Net proceeds from Common Units issued as a result of Common Stock issued by Regency | 1,020 | 2,383 | 5,994 | |||||||||||||||||
Distributions to limited partners in consolidated partnerships, net | (23,400 | ) | (23,400 | ) | (23,453 | ) | (14,134 | ) | (4,632 | ) | (2,619 | ) | ||||||||
Distributions paid to preferred unit holders | (180,897 | ) | (161,777 | ) | (143,921 | ) | ||||||||||||||
Cash distributions to partners | — | — | 72,716 | |||||||||||||||||
Repayment of fixed rate unsecured notes | — | — | (100,000 | ) | ||||||||||||||||
Distributions to preferred unit holders | (23,400 | ) | (23,400 | ) | (23,400 | ) | ||||||||||||||
Distributions to partners | (199,528 | ) | (180,897 | ) | (161,777 | ) | ||||||||||||||
Proceeds from issuance of fixed rate unsecured notes | 398,108 | — | 349,505 | — | 398,108 | — | ||||||||||||||
Proceeds (repayment) of unsecured line of credit, net | 87,000 | (41,000 | ) | (38,000 | ) | |||||||||||||||
Proceeds from (repayment of) unsecured credit facilities, net | 89,667 | 87,000 | (41,000 | ) | ||||||||||||||||
Proceeds from notes payable | — | — | 10,000 | 62,500 | — | — | ||||||||||||||
Repayment of notes payable | (89,719 | ) | (36,131 | ) | (43,169 | ) | (19,932 | ) | (89,719 | ) | (36,131 | ) | ||||||||
Scheduled principal payments | (4,545 | ) | (4,516 | ) | (5,499 | ) | (4,806 | ) | (4,545 | ) | (4,516 | ) | ||||||||
Deferred loan costs | (5,682 | ) | (9 | ) | (3,217 | ) | ||||||||||||||
Payment of loan costs | (1,916 | ) | (5,682 | ) | (9 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | 178,616 | (263,458 | ) | 226,513 | ||||||||||||||||
Net cash (used in) provided by financing activities | (110,529 | ) | 178,616 | (263,458 | ) | |||||||||||||||
Net decrease in cash and cash equivalents | (15,378 | ) | (8,412 | ) | (52,862 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 2,865 | (15,378 | ) | (8,412 | ) | |||||||||||||||
Cash and cash equivalents at beginning of the year | 34,046 | 42,458 | 95,320 | 18,668 | 34,046 | 42,458 | ||||||||||||||
Cash and cash equivalents at end of the year | $ | 18,668 | 34,046 | 42,458 | $ | 21,533 | 18,668 | 34,046 | ||||||||||||
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2008, 2007 2006 and 20052006
(in thousands)
2007 | 2006 | 2005 | 2008 | �� | 2007 | 2006 | |||||||||||||
Supplemental disclosure of cash flow information: | |||||||||||||||||||
Cash paid for interest (net of capitalized interest of $35,424 $23,952, and $12,400 in 2007, 2006 and 2005, respectively) | $ | 82,833 | 82,285 | 84,839 | |||||||||||||||
Cash paid for interest (net of capitalized interest of $36,510, $35,424, and $23,952 in 2008, 2007, and 2006, respectively) | $ | 94,632 | 82,833 | 82,285 | |||||||||||||||
Regency common stock issued for partnership units exchanged | $ | 8,607 | 21,495 | 6,386 | |||||||||||||||
Supplemental disclosure of non-cash transactions: | |||||||||||||||||||
Common stock issued for partnership units exchanged | $ | 232 | 8,607 | 21,495 | |||||||||||||||
Mortgage loans assumed for the acquisition of real estate, at fair value | $ | 42,272 | 44,000 | — | |||||||||||||||
Mortgage loans assumed for the acquisition of real estate | $ | — | 42,272 | 44,000 | |||||||||||||||
Real estate contributed as investments in real estate partnerships | $ | 11,007 | 15,967 | 10,715 | $ | 6,825 | 11,007 | 15,967 | |||||||||||
Notes receivable taken in connection with sales of properties in development and out-parcels | $ | 25,099 | 490 | 12,370 | $ | 16,294 | 25,099 | 490 | |||||||||||
Change in fair value of derivative instruments | $ | (6,905 | ) | (2,931 | ) | — | $ | (73,855 | ) | (6,905 | ) | (2,931 | ) | ||||||
Common stock issued for dividend reinvestment plan | $ | 4,070 | 3,804 | 2,752 | $ | 4,470 | 4,070 | 3,804 | |||||||||||
Stock-based compensation capitalized | $ | 3,606 | 7,565 | 6,854 | |||||||||||||||
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
December 31, 20072008
1. | Summary of Significant Accounting Policies |
(a) | Organization and Principles of Consolidation |
General
Regency Centers Corporation (“Regency” or the “Company”) began its operations as a Real Estate Investment Trust (“REIT”) in 1993 and is the managing general partner of its operating partnership, Regency Centers, L.P. (“RCLP” or the “Partnership”). Regency currently owns approximately 99% of the outstanding common partnership units (“Units”) of the Partnership. Regency engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Partnership, and has no other assets or liabilities other than through its investment in the Partnership. At December 31, 2007,2008, the Partnership directly owned 232224 retail shopping centers and held partial interests in an additional 219216 retail shopping centers through investments in real estate partnerships (also referred to as co-investment partnerships or joint ventures.ventures).
Estimates, Risks, and Uncertainties
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires RCLP’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 Partnership’s financial statements relate to the carrying values of its investments in real estate including its shopping centers, properties in development and its unconsolidated investments in real estate partnerships, tenant receivables, net, and derivative instruments. Each of these items could be significantly affected by the current economic recession.
Because of the adverse conditions that exist in the real estate markets, as well as, the credit and financial markets, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly. Specifically as it relates to the Partnership’s business, the current economic recession is expected to result in a higher level of retail store closings nationally, which could reduce the demand for leasing space in the Partnership’s shopping centers and result in a decline in occupancy and rental revenues in its real estate portfolio. The lack of available credit in the commercial real estate market is causing a decline in the values of commercial real estate nationally and the Partnership’s ability to sell shopping centers to raise capital. A reduction in the demand for new retail space and capital availability have caused the Partnership to significantly reduce its new shopping center development program until markets become less volatile.
Consolidation
The accompanying consolidated financial statements include the accounts of the Partnership, its wholly owned subsidiaries, and joint ventures in which the Partnership has a controlling ownership interest. The equity interests of third parties held in the Partnership or its controlled joint ventures are included under the heading Minority Interests in the consolidated financial statementsConsolidated Balance Sheets as preferred units, exchangeable operating partnership units,
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
or limited partners’ interest in consolidated partnerships. All significant inter-company balances and transactions have beenare eliminated in the consolidated financial statements.
Investments in real estate partnerships not controlled by the Partnership (“Unconsolidated Joint Ventures”) are accounted for under the equity method. The Partnership has evaluated its investment in the Unconsolidated Joint Venturesreal estate partnerships and has concluded that they are not variable interest entities as defined in Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) “Consolidation of Variable Interest Entities” (“FIN 46(R)”). Further, the venture partners in the Unconsolidated Joint Venturesreal estate partnerships have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new partners;partners. Upon formation of the investment in real estate partnership, the Partnership also became the managing member, responsible for the day-to-day operations of the partnership. The Partnership evaluated its investment in the partnership and concluded that the partner has substantive participating rights and, therefore, the Partnership has concluded that the equity method of accounting is appropriate for these interestsinvestments and they do not require consolidation under Emerging Issues Task Force Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”), or the American Institute of Certified Public Accountants’ (“AICPA”) Statement of Position 78-9, “Accounting for Investments in Real Estate Ventures” (“SOP 78-9”). Under the equity method of accounting, investments in the Unconsolidated Joint Venturesreal estate partnerships are initially recorded at cost, and subsequently increased for additional contributions and allocations of income, and reduced for distributions received and allocationallocations of losses.loss. These investments are included in the consolidated financial statements as Investmentsinvestments in real estate partnerships.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Ownership of the Company
Regency has a single class of common stock outstanding and three series of preferred stock outstanding (“Series 3, 4, and 5 Preferred Stock”). The dividends on the Series 3, 4, and 5 Preferred Stock are cumulative and payable in arrears on the last day of each calendar quarter. The Company owns corresponding Series 3, 4, and 5 preferred unit interests (“Series 3, 4, and 5 Preferred Units”) in the Partnership that entitle the Company to income and distributions from the Partnership in amounts equal to the dividends paid on the Company’s Series 3, 4, and 5 Preferred Stock.
Ownership of the Operating Partnership
The Partnership’s capital includes general and limited common Partnership Units, Series 3, 4, and 5 Preferred Units owned by the Company, and Series D Preferred Units owned by institutional investors.
At December 31, 2007,2008, the Company owned approximately 99% or 69,638,63770,036,670 Partnership Units of the total 70,112,24870,504,881 Partnership Units outstanding. Each outstanding common Partnership Unit not owned by the Company is exchangeable for one share of Regency common stock.stock or can be redeemed for cash, at the Company’s discretion (see Note 1(l)). The Company revalues the minority interest associated with the Partnership Units each quarter to maintain a proportional relationship between the book value of equity associated with common stockholders relative to that of the Partnership Unit holders since both have equivalent rights and the Partnership Units are convertible into shares of common stock on a one-for-one basis.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Net income and distributions of the Partnership are allocable first to the Preferred Units, and the remaining amounts to the general and limited Partnership Units in accordance with their ownership percentage. The Series 3, 4, and 5 Preferred Units owned by the Company are eliminated in consolidation.
(b) | Revenues |
The Partnership 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. Accrued rents are included in tenant receivables. The Partnership makes estimates of the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Partnership’s experience in the retail sector, available internal and external tenant credit information, payment history, industry trends, tenant credit-worthiness, and remaining lease terms. In some cases, primarily relating to straight-line rents, the collection of these amounts extends beyond one year. As part of the leasing process, the Partnership may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized as part of the building, recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Partnership 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 rental revenue. Factors
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
considered during this evaluation include, among others, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement (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.
Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when the Partnership is the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is when the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.
Substantially all of the lease agreements with anchor tenants contain provisions that provide for additional rents based on tenants’ sales volume (percentage rent) and reimbursement of the tenants’ share of real estate taxes, insurance, and common area maintenance (“CAM”) costs. Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Recovery of real estate taxes, insurance, and CAM costs are recognized as the respective costs are incurred in accordance with the lease agreements.
As part of the leasing process, the Partnership 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 lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Partnership 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 rental revenue. 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. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when the Partnership is the owner of the leasehold 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.
The Partnership accounts for profit recognition on sales of real estate in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 66, “Accounting for Sales of Real Estate” (“Statement 66”). In summary, profits from sales willof real estate are not be recognized under the full accrual method by the Partnership unless a sale is consummated; the buyer’s initial and continuing investments areinvestment is adequate to demonstrate a commitment to pay for the property; the Partnership’s receivable, if applicable, is not subject to future subordination; the Partnership has transferred to the buyer the usual risks and rewards of ownership; and the Partnership does not have substantial continuing involvement with the property.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
The Partnership sells shopping center properties to joint ventures in exchange for cash equal to the fair value of the percentage interest owned by its partners. The Partnership 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 under the guidance of Statement 66, and in the case of certain partnerships, applies a more restrictive method of recognizing gains, as discussed further below. The gains and operations are not recorded as discontinued operations because the Partnership continues to manage these shopping centers.
Five of the Partnership’s joint ventures (“DIK-JV”) give either partner the unilateral right to elect to dissolve the partnership and, upon such an election, receive a distribution in-kind (“DIK”) of the assets of the partnership equal to their respective ownership interests, which could include properties the Partnership sold to the partnership. The liquidation procedures would require that all of the properties owned by the partnership be appraised to determine their respective and collective fair values. As a general rule, if the Partnership initiates the liquidation process, its partner has the right to choose the first property that it will receive in liquidation with the Partnership having the right to choose the next property that it will receive in liquidation. If the Partnership’s partner initiates the liquidation process, the order of the selection process is reversed. The process then continues with alternating selection of properties by each partner until the balance of each partner’s capital account on a fair value basis has been distributed. After the final selection, to the extent that the fair value of properties in the DIK-JV are not distributable in a manner that equals the balance of each partner’s capital account, a cash payment would be made by the partner receiving a fair value in excess of its capital account to the other partner. The partners may also elect to liquidate some or all of the properties through sales rather than through the DIK process.
The Partnership has concluded that these DIK dissolution provisions constitute in-substance call/put options under the guidance of Statement 66, and represent a form of continuing involvement with respect to property that the Partnership has sold to these partnerships, limiting the Partnership’s recognition of gain related to the partial sale. To the extent that the DIK-JV owns more than one property and the Partnership is unable to obtain all of the properties it sold to the DIK-JV in liquidation, the Partnership applies a more restrictive method of gain recognition (“Restricted Gain Method”) which considers the Partnership’s potential ability to receive property through a DIK on which partial gain has been recognized, and ensures, as discussed below, maximum gain deferral upon sale to a DIK-JV. The Partnership has applied the Restricted Gain Method to partial sales of property to partnerships that contain unilateral DIK provisions.
Under current guidance, (Statement 66, paragraph 25), profit shall be recognized by a method determined by the nature and extent of the seller’s continuing involvement and the profit recognized shall be reduced by the maximum exposure to loss. The Partnership has concluded that the Restricted Gain Method accomplishes this objective.
Under the Restricted Gain Method, for purposes of gain deferral, the Partnership considers the aggregate pool of properties sold into the DIK-JV as well as the aggregate pool of properties which will be distributed in the DIK process. As a result, upon the sale of properties to a DIK-JV, the Partnership performs a hypothetical DIK liquidation assuming that it would choose only those properties that it has sold to the DIK-JV in an amount equivalent to its capital account. For purposes of calculating the gain to be deferred, the Partnership assumes that it will select properties upon a DIK liquidation that generated the
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
highest gain to the Partnership when originally sold to the DIK-JV. The DIK deferred gain is calculated whenever a property is sold to the DIK-JV by the Partnership. During the years when there are no property sales, the DIK deferred gain is not recalculated.
Because the contingency associated with the possibility of receiving a particular property back upon liquidation, which forms the basis of the Restricted Gain Method, is not satisfied at the property level, but at the aggregate level, no gain or loss is recognized on property sold by the DIK-JV to a third party or received by the Partnership upon actual dissolution. Instead, the property received upon actual dissolution is recorded at the Partnership’s historical cost investment in the DIK-JV, reduced by the deferred gain.
The Partnership has been engaged byunder agreements with its joint ventures under agreementsventure partners to provide asset management, property management, leasing, investing, and financing services for such ventures’ shopping centers. The fees are market-based, and generally calculated as a percentage of either revenues earned or the estimated values of the properties managed, and are recognized as services are rendered, when fees due are determinable and collectibility is reasonably assured.
(c) | Real Estate Investments |
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into properties in development on the consolidated balance sheetsaccompanying Consolidated Balance Sheets. Properties in development are defined as properties that are in the construction or initial lease-up process and have not reached their initial full occupancy (reaching full occupancy generally means achieving at least 95% leased and rent paying on newly constructed or renovated GLA) and are accounted for in accordance with SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects” (“Statement 67”). In summary, Statement 67 establishes that a rental project changes from nonoperatingnon-operating to operating when it is substantially completed and held available for occupancy. At that time, costs should no longer be 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.
Regency Centers, L.P.
Notes In accordance with SFAS No. 34, “Capitalization of Interest Cost” (“Statement 34”), interest costs are capitalized into each development project based on applying the Partnership’s weighted average borrowing rate to Consolidated Financial Statements
December 31, 2007
that portion of the actual development costs expended. The Partnership ceases 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 Partnership capitalize interest on the project beyond 12 months after substantial completion of the building shell.
The Partnership incurs costs 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. These pre-development costs are included in properties in development.development in the accompanying Consolidated Balance Sheets. At December 31, 2008, and 2007, the Partnership had capitalized pre-development costs of $7.7 million and $22.7 million, respectively, of which approximately $3.0 million and $10.8 million, respectively, were refundable deposits. If the Partnership determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. At expensed in other expenses in the accompanying
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Consolidated Statements of Operations. During 2008, 2007, and 2006, the Partnership had capitalizedexpensed pre-development costs of $22.7$15.5 million, $5.3 million, and $23.3$2.4 million, respectively, in other expenses in the accompanying Consolidated Statements of which $10.8 million and $10.0 million, respectively were refundable deposits.
The Partnership’s method of capitalizing interest is based upon applying its weighted average borrowing rate to that portion of the actual development costs expended. The Partnership generally ceases interest cost capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in no event would the Partnership capitalize interest on the project beyond 12 months after substantial completion of the building shell.Operations.
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 up to 40 years for buildings and improvements, the shorter of the useful life or the lease term for tenant improvements, and three to seven years for furniture and equipment.
The Partnership and the unconsolidated joint venturesreal estate partnerships allocate the purchase price of assets acquired (net tangible and identifiable intangible assets) and liabilities assumed based on their relative fair values at the date of acquisition pursuant to the provisions of SFAS No. 141, “Business Combinations” (“Statement 141”). Statement 141 provides guidance on the allocation of a portion of the purchase price of a property to intangible assets. The Partnership’s methodology for this allocation includes estimating an “as-if vacant” fair value of the physical property, which is allocated to land, building, and improvements. The difference between the purchase price and the “as-if vacant” fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of in-place leases, (ii) above and below-market value of in-place leases, and (iii) customer relationship value.
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.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
leases in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (“Statement 142”).
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 the 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.leases as required by Statement 142. The value of below- marketbelow-market leases is accreted as an increase to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable.applicable, as required by Statement 142. The Partnership does not allocate value to customer relationship intangibles if it has pre-existing business relationships with the major retailers in the acquired property since they do not provide incremental value over the Partnership’s existing relationships.
The Partnership followsand its investments in real estate partnerships follow the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“Statement 144”). In accordance with Statement 144, the Partnership classifies an operating property or a property in development as held-for-sale when the Partnership determines that the property is available for immediate sale in its present condition, the property is being actively marketed for sale, and management believes it is probable that a
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
sale will be consummated.consummated within one year. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow prospective 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. Due to these uncertainties, it is not likely that the Partnership can meet the criteria of Statement 144 prior to the sale formally closing. Therefore, any properties categorized as held-for-sale represent only those properties that management has determined are probable to close within the requirements set forth in Statement 144. Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell. DepreciationThe recording of depreciation and amortization areexpense is suspended during the held-for-sale period.
In accordance with Statement 144 and EITF 03-13 “Applying the Conditions in Paragraph 42 of FASB Statement 144 in Determining Whether to Report Discontinued Operations” (“EITF 03-13”), when the Partnership 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 and cash flows of the property are eliminated from ongoing operations and classified in discontinued operations. ItsIn accordance with EITF 87-24 “Allocation of Interest to Discontinued Operations” (“EITF 87-24”), its operations, including any mortgage interest and gain on sale, are reported in discontinued operations so that the operations and cash flows are clearly distinguished. Once classified in discontinued operations, these properties are eliminated from ongoing operations. Prior periods are also re-presentedreclassified to reflect the operations of these properties as discontinued operations. When the Partnership sells operating properties to its joint ventures or to third parties, and will have continuing involvement,continue to manage the properties, the operations and gains on sales are included in income from continuing operations.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
The Partnership reviews its real estate portfolio including the properties owned through investments in real estate partnerships for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverablerecoverable. For properties to be “held and used” for long term investment, the Partnership estimates undiscounted future cash flows over the expected investment term including the estimated future value of the asset upon sale at the end of the investment period. Future value is generally determined by applying a market based capitalization rate to the estimated future net operating income in the final year of the expected investment term. If after applying this method a property is determined to be impaired, the Partnership determines the provision for impairment based upon expected undiscounted cash flows fromapplying a market capitalization rate to current estimated net operating income as if the property. Thesale were to occur immediately. For properties “held for sale”, the Partnership determines impairment by comparing the property’s carrying value to an estimate of fair value based upon varying methods such as i) estimating future discounted cash flows, ii) determiningestimates current resale values by market or iii) applying a capitalization ratethrough appraisal information and other market data less expected costs to net operating income using prevailing rates in a given market.sell. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy of those markets in which the Partnership operates, tenant credit quality, and demand for new retail stores. The significant economic downturn that began during the fourth quarter of 2008 and the corresponding rise in market capitalization rates caused the Partnership to evaluate its real estate investments for impairment. As a result, the Partnership recorded an additional $33.1 million provision for impairment during the three months ended December 31, 2008 in addition to the $1.8 million recorded through September 30, 2008. In summary, during 2008 the event thatPartnership recorded $20.6 million related to eight shopping centers, $7.2 million related to several land parcels, and $1.1 million related to a note receivable. In accordance with Accounting Principles Board Opinion No. 18 “The Equity Method of Accounting for Investments in Common Stock” (“APB 18”), a loss in value of an investment under the carrying amountequity method of accounting, which is other than a property is not recoverable and exceeds itstemporary decline, must be recognized. To evaluate the Partnership’s investment in real estate partnerships, the Partnership calculates
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
the fair value of the investment by discounting estimated future cash flows over the expected term of the investment. As a result, during 2008 the Partnership will write down the asset to fair valueestablished a $6.0 million provision for “held-and-used” assets and to fair value less costs to sell for “held-for-sale” assets.impairment on two investments in real estate partnerships. During 2006, and 2005, the Partnership established a provision for lossimpairment of $500,000 and $550,000, respectively, based upon the criteria described above. If there was an impairment recorded on properties subsequently sold to third parties it would beamount is now included in operating income from discontinued operations.
(d) | Income Taxes |
The Partnership’s taxable income and loss is reported by its partners, of which the Company as general partner and 99% owner, is allocated its proportionatepro-rata share of tax attributes.
The Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the “Code”). As a REIT, the Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income.
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.
The net book basis of real estate assets exceeds the tax basis by approximately $161.2 million and $158.4 million at December 31, 2007 and 2006, respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded See Note 8 for tax purposes.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
The following summarizes the tax status of Regency’s dividends paid during the respective years:
2007 | 2006 | 2005 | ||||||||
Dividend per share | $ | 2.64 | 2.38 | 2.20 | ||||||
Ordinary income | 85 | % | 64 | % | 79 | % | ||||
Capital gain | 11 | % | 21 | % | 11 | % | ||||
Unrecaptured Section 1250 gain | 4 | % | 15 | % | 10 | % |
Regency Realty Group, Inc. (“RRG”), a wholly-owned subsidiary of RCLP, is a Taxable REIT Subsidiary as defined in Section 856(l) of the Code. 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, 2007, 2006 and 2005 (in thousands):
2007 | 2006 | 2005 | ||||||
Income tax expense | ||||||||
Current | $ | 5,069 | 10,256 | 4,980 | ||||
Deferred | 530 | 1,516 | (891 | ) | ||||
Total income tax expense | $ | 5,599 | 11,772 | 4,089 | ||||
Income tax expense is included in either other expenses if the related income is from continuing operations or discontinued operations on the consolidated statements of operations as follows for the years ended December 31, 2007, 2006, and 2005 (in thousands):
2007 | 2006 | 2005 | |||||
Income tax expense from: | |||||||
Continuing operations | $ | 3,597 | 11,772 | 494 | |||
Discontinued operations | 2,002 | — | 3,595 | ||||
Total income tax expense | $ | 5,599 | 11,772 | 4,089 | |||
Income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pretax income for the years ended December 31, 2007 and 2006, respectively and 34% for the year ended December 31, 2005 as follows (in thousands):
2007 | 2006 | 2005 | |||||
Computed expected tax expense | $ | 3,974 | 4,094 | 3,304 | |||
Increase in income tax resulting from state taxes | 443 | 456 | 368 | ||||
All other items | 1,182 | 7,222 | 417 | ||||
Total income tax expense | $ | 5,599 | 11,772 | 4,089 | |||
All other items principally represent the tax effect of gains associated with the sale of properties to unconsolidated ventures.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
RRG had net deferred tax assets of $8.8 million and $9.7 million at December 31, 2007 and 2006, respectively. The majority of the deferred tax assets relate to deferred interest expense and tax costs capitalized on projects under development. No valuation allowance was provided and the Partnership believes it is more likely than not that the future benefits associated with these deferred tax assets will be realized.
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Under FIN 48, 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 the tax authority assuming full knowledge of the position and relevant facts. The Partnership adopted this Interpretation effective January 1, 2007. The Partnership does not have any material unrecognized tax benefits; therefore, the adoption of FIN 48 did not have a material impact on the Partnership’s consolidated financial statements. The Partnership 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 years (after 2003 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.further discussion.
(e) | 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 Partnership’sCompany’s shopping centers. Net deferred leasing costs were $41.2$46.8 million and $33.3$41.2 million at December 31, 20072008 and 2006,2007, respectively. Deferred loan costs consist of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $11.6$10.7 million and $7.7$11.6 million at December 31, 20072008 and 2006,2007, respectively.
(f) | Earnings per Unit and Treasury Stock |
The Partnership calculates earnings per unit in accordance with SFAS No. 128, “Earnings per Share” (“Statement 128”). Basic earnings per unit is computed based upon the weighted average number of common units outstanding during the period. Diluted earnings per unit reflects the conversion of obligations and the assumed exercises of securities including the effects of units issuable under the Company’sRegency’s share-based payment arrangements, if dilutive. See Note 1114 for the calculation of earnings per unit (“EPU”).
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Repurchases of the Company’s common stock are recorded at cost and are reflected as Treasurytreasury stock in the Company’s consolidated statementsRegency’s Consolidated Statements of stockholders’ equityStockholders’ Equity and comprehensive income (loss)
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Comprehensive Income (Loss) and recorded in General Partner Preferred and Common Units of the Partnership’s consolidated statementsaccompanying Consolidated Statements of changesChanges in partners’ capitalPartners’ Capital and comprehensive income (loss)Comprehensive Income (Loss). OutstandingRegency’s outstanding shares do not include treasury shares. Concurrent with the Treasurytreasury stock repurchases by Regency, the Partnership repurchases the same amount of general partnershippartnerships units from Regency.
(g) | Cash and Cash Equivalents |
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. At December 31, 2008 and 2007, $8.7 million and 2006, $8.0 million, and $2.3 millionrespectively of the cash available was restricted respectively.through escrow agreements required for a development and certain mortgage loans.
(h) |
The preparationPartnership records notes receivable at cost on the accompanying Consolidated Balance Sheets and interest income is accrued as earned in interest expense, net in the accompanying Consolidated Statements of financial statementsOperations. If a note receivable is past due, meaning the debtor is past due per contractual obligations, the Partnership will no longer accrue interest income. However, in conformitythe event the debtor subsequently becomes current, the Partnership will resume accruing interest. The Partnership 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 in accordance with U.S. generally accepted accounting principles requiresSFAS No. 114, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures” (“Statement 114”) as amended by SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures” (“Statement 118”) which is based on observable market prices. In the event the Partnership determines a note receivable or a portion thereof is considered uncollectible, the Partnership records an allowance for credit loss. The Partnership estimates the collectibility of notes receivable taking into consideration the Partnership’s management to make estimatesexperience in the retail sector, available internal and assumptions that affect the reported amounts of assetsexternal credit information, payment history, market and liabilities,industry trends, 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.debtor credit-worthiness. See Note 6 for further discussion.
(i) | Stock-Based Compensation |
Regency grants stock-based compensation to its employees and directors. When Regency issues common shares as compensation, it receives a comparablelike number of common units from the Partnership including stock options.Partnership. Regency is committed to contribute to the Partnership all proceeds from the exercise of stock options or other share-based awards granted under Regency’s Long-Term Omnibus Plan (the “Plan”). Accordingly, Regency’s ownership in the Partnership will increase based on the amount of proceeds contributed to the Partnership for the common units it receives. As a result of the issuance of common units to Regency for stock-based compensation, the Partnership accounts for stock-based compensation in the same manner as Regency.
The Partnership recognizes stock-based compensation in accordance with SFAS No. 123(R) “Share-Based Payment” (“Statement 123(R)”). The Partnership adopted Statement 123(R) effective January 1, 2005 by applying which requires companies to measure the “modified prospective” method in whichcost of stock-based compensation cost is recognized beginning with the effective date (a) based on the requirementsgrant-date fair value of Statement 123(R) for all share-based payments granted after the effective date and (b) based onaward. The cost of the requirements of Statement 123 for all awards granted to employees prior tostock-based compensation is expensed over the effective date of Statement 123(R) that remain unvested on the effective date.vesting period. See Note 1013 for further discussion.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
(j) | Segment Reporting |
The Partnership’s business is investing in retail shopping centers through direct ownership or through joint ventures. The Partnership 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 meet its plannedexpected rate of return. It is management’s intent that all retail shopping centers will be owned or developed for investment purposes; however, the Partnership may decide to sell all or a portion of a development upon completion. The Partnership’s revenue and net income are generated from the operation of its investment portfolio. The Partnership also earns fees from third parties for services provided to manage and lease retail shopping centers owned through joint ventures.
The Partnership’s portfolio is located throughout the United States; however, management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or measuring performance. The Partnership reviews operating and financial data for each property on an individual basis; therefore, the Partnership defines an operating segment as its individual properties. No individual property constitutes more than 10% of the Partnership’s combined revenue, net income or assets, and thus 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 6% or more of revenue and none of the shopping centers are located outside the United States.
(k) | Derivative Financial Instruments |
The Partnership adoptedaccounts for all derivative financial instruments in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” (“Statement 133”) as amended by SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activites”Activities” (“Statement 149”). Statement 133 requires that all derivative instruments, whether designated in hedging relationships or not, be recorded on the balance sheet at their fair value.values. Gains or losses resulting from changes in the fair values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Partnership’s use of derivative financial instruments is normally to mitigate its interest rate risk on a related financial instrument or forecasted transaction through the use of interest rate swaps. The Partnership designates these interest rate swaps as cash flow hedges.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Statement 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income (“OCI”) while the ineffective portion of the derivative’s change in fair value be recognized in the income statement as interest expense. Upon the settlement of a hedge, gains and losses associated with the transaction are recordedremaining in OCI andare amortized over the underlying term of the hedge transaction. The Partnership 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 Partnership assesses, both at inception of the hedge and on an ongoing basis, whether the
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
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 hedge,valuation of the hedges, the Partnership 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. See Note 8Notes 10 and 11 for further discussion.
(l) | Regency’s Redeemable Minority Interests |
EITF Topic D-98 “Classification and Measurement of Redeemable Securities” (“EITF Topic D-98”) clarifies Rule 5-02.28 of Regulation S-X and requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date; (ii) at the option of the holder; or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Minority interest in the operating partnership is classified as exchangeable operating partnership units (“OP Units”) in Regency’s Consolidated Balance Sheets. The holders may redeem these OP Units for a like number of shares of common stock of Regency or cash, at the Company’s discretion. See Note 11 for further discussion.
(m) | Financial Instruments with Characteristics of Both Liabilities and Equity |
In May 2003, the FASB issuedThe Partnership accounts for minority interest in consolidated entities in accordance with SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“Statement 150”). Statement 150 affects the accounting for certain financial instruments, which requires companies having consolidated entities with specified termination dates to treat minority owners’ interests in such entities as liabilities in an amount based on the fair value of the entities. Although Statement 150 was originally effective July 1, 2003, the FASB has indefinitely deferred certain provisions related to classification and measurement requirementsSee Note 11 for mandatory redeemable financial instruments that become subject to Statement 150 solely as a result of consolidation, including minority interests of entities with specified termination dates.
At December 31, 2007, the Partnership held a majority interest in four consolidated entities with specified termination dates through 2049. The minority owners’ interests in these entities will be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entities. The estimated fair value of minority interests in entities with specified termination dates was approximately $10.2 million at December 31, 2007. Their related carrying value is $5.7 million and $1.3 million as of December 31, 2007 and 2006, respectively which is included within limited partners’ interest in consolidated partnerships in the accompanying consolidated balance sheets. The Partnership has no other financial instruments that are affected by Statement 150.further discussion.
Assets and Liabilities Measured at Fair Value |
On January 1, 2008, the Partnership adopted SFAS No. 157, “Fair Value Measurements” (“Statement 157”) as amended by FASB Staff Position “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). Statement 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be 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, Statement 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’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 Partnership 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.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Partnership’s own assumptions, as there is little, if any, related market activity.
In January 2008, the Partnership adopted SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“Statement 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Although Statement 159 was adopted, the Partnership did not elect to measure any other financial statement items at fair value. See Note 11 for all fair value measurements of assets and liabilities made on a recurring and nonrecurring basis.
(o) | Recent Accounting Pronouncements |
In April 2008, the FASB issued FASB Staff Position (FSP) No. FAS 142-3 “Determination of the Useful Life of Intangible Assets” (“FAS 142-3”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement 142. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141R, and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The impact of adopting this statement is not considered to be material.
In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities” (“Statement 161”). This Statement amends Statement 133 and changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Partnership is currently evaluating the impact of adopting this statement although the impact is not considered to be material as only further disclosure is required.
In February 2008, the FASB amended Statement 157 with FSP FAS 157-2 “Effective Date of FASB Statement No. 157” (FSP FAS 157-2) to delay the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities to be effective for financial statements issued for fiscal years beginning after November 15, 2008. The Partnership does not believe the adoption of FSP FAS 157-2 for its nonfinancial assets and liabilities will have a material impact on its financial statements.
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” (“Statement 160”). This Statement, among other things, establishes accounting and reporting standards for a parent company’s ownership interest in a subsidiary.subsidiary (previously referred to as a minority interest). This Statement is effective for
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
financial statements issued for fiscal years beginning on or after December 15, 2008. The2008 with early adoption prohibited. Once adopted, the Partnership is currently evaluatingwill report minority interest as a component of equity in the impact of adopting the statement.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Balance Sheets.
In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (“Statement 141(R)”). This Statement, among other things, establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This Statement also establishes disclosure requirements of the acquirer to enable users of the financial statements to evaluate the effect of the business combination. This Statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008.2008 and early adoption is prohibited. The impact on the CompanyPartnership’s financial statements and its co-investment partnerships’ financial statements will be reflected at the time of any acquisition whichafter the implementation date that meets the requirement.
In November 2007, the EITF issued Issue No. 07-6 “Accounting for the Sale of Real Estate to the Requirements of FASB Statement No. 66, Accounting for the Sales of Real Estate, When the Agreement Includes a Buy-Sell Clause” (“EITF 07-6”). EITF 07-6 is applicable to investors who enter into an arrangement to create a jointly owned entity, one investor sells real estate to that entity, and a buy-sell clause is included. This EITF is effective for new arrangements entered into in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The Partnership is currently evaluating the impact of adopting this EITF.
In February 2007, the FASB Issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“Statement 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Statement 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early application is allowed. The Partnership does not believe that the adoption of Statement 159 will have a material effect on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“Statement 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based payments transactions under Statement 123(R). This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008, the FASB amended Statement 157 with FASB Staff Position “Effective Date of FASB Statement No. 157” (“FSP 157-2”) to delay the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities to be effective for financial statements issued for fiscal years beginning after November 15, 2008. Although Statement 157 will require remeasurements of the derivative financial instruments, the Partnership does not believe adoption of this Statement will have a material effect on its consolidated financial statements for either financial or nonfinancial assets or liabilities.above.
Reclassifications |
Certain reclassifications have been made to the 20062007 and 20052006 amounts to conform to classifications adopted in 2007.2008.
2. | Restatement of Consolidated Financial Statements |
As described further in Note 1(b), certain of the Partnership’s co-investment partnership agreements contain unilateral DIK provisions. Such provisions constitute in-substance call/put options on properties sold to co-investment partnerships with unilateral DIK provisions and are a form of continuing involvement under Statement 66. As a result, the Partnership has adopted and applied the Restricted Gain Method, which maximizes gain deferral on partial sales of real estate to DIK-JV’s. The Partnership previously recognized gains from such sales to all co-investment partnerships to the extent of the percentage interest sold and deferred gains to the extent of the Partnership’s ownership interest in the co-investment partnerships.
The Partnership also previously recognized any remaining deferred gain as equity in income of investments in real estate partnerships when a property was sold by a co-investment partnership to a third party. This policy will no longer be applied to any DIK-JV. Instead, the property received upon dissolution will be recorded at the Partnership’s investment in the DIK-JV, reduced by the deferred gain. The Partnership sold properties to DIK-JV’s during 2008 and the years 2001 to 2005. The Partnership did not sell any properties to DIK-JV’s during 2007 or 2006.
The Partnership’s January 1, 2006 opening balance of general partner preferred and common units and limited partners’ capital have been restated in the accompanying Consolidated Statements of Changes in Partners’ Capital and Comprehensive Income (Loss) by $28.2 million related to additional gain deferrals on partial sales to DIK-JV’s of $27.7 million, net of tax, and the reversal of gains of approximately $511,000 associated with subsequent DIK-JV property sales to third parties to reflect the retrospective application of the Restricted Gain Method. The Partnership’s December 31, 2007 accompanying Consolidated Balance Sheet has been corrected to reflect the adjustments associated with the application of the Restricted Gain Method prior to 2006; accordingly, its investments in real estate partnerships has been decreased by $31.0 million, its net deferred tax asset recorded in other assets has been increased by $2.8 million, limited partners’ capital has been decreased by approximately $620,000, and
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
general partners’ capital has been decreased by $27.6 million. There was no effect on the accompanying Consolidated Statements of Operations or the Consolidated Statements of Cash Flows for 2007 or 2006.
During 2007 and 2006, the Partnership recognized deferred gains of $2.1 million and approximately $117,000, respectively, related to the subsequent sale of four properties by DIK-JV’s to third parties. As a result, during the fourth quarter of 2008 the Partnership recorded a cumulative adjustment as an immaterial out-of-period correction to its equity in income of real estate partnerships of $2.2 million to reverse the recognition of previously deferred gains. As further described in Note 18, the Partnership also corrected the gains reported in its September 30, 2008 Form 10-Q by a reduction of $10.7 million or $.15 per diluted unit related to partial sales to a DIK-JV that occurred in September 2008.
Real Estate Investments |
During 2008, the Partnership did not have any acquisition activity other than through its investments in real estate partnerships. During 2007, the Partnership acquired five shopping centers for a purchase price of $106.0 million which included the assumption of $42.3 million in debt, recorded net of a $1.2 million debt discount. Acquired lease intangible assets and acquired lease intangible liabilities of $9.3 million and $4.7 million, respectively, were recorded for these acquisitions. During 2006, the Partnership acquired one shopping center for a purchase price of $63.1 million which included the assumption of $44.0 million in debt. In accordance with Statement 141, acquired lease intangible assets and acquired lease intangible liabilities of $6.1 million and $5.0 million, respectively were recorded for this acquisition. The acquisitions in 2007 and 2006 were accounted for as purchase business combinationsin accordance with the provisions of Statement 141 and their results of operations are included in the consolidated financial statements from the date of acquisition.
Discontinued Operations |
RCLPThe Partnership maintains a conservative capital structure to fund its growth program without compromising its investment-grade ratings. This approach is founded on a self-funding business model which utilizes center “recycling” as a key component and requires ongoing monitoring of each center to ensure that it meets RCLP’s investment standards. This recycling strategy calls for the Partnership to sell properties that do not measure up to its standardsnon-strategic assets and re-deploy the proceeds into new, higher-qualityhigh-quality developments and acquisitions that are expected to generate sustainable revenue growth and more attractive returns.
During 2007,2008, the Partnership sold 100% of its ownership interest in sixseven properties in development and three operating properties for net proceeds of $109.0$86.2 million. The combined operating income and gain fromgains on sales of these properties and properties classified as held-for-sale were reclassified to discontinued operations. The revenues from properties included in discontinued operations includes properties sold in 2007, 2006, and 2005, and operating properties held-for-sale, were $4.4$17.7 million, $15.4$19.3 million, and $32.7$28.4 million for the three years ended December 31, 2008, 2007, and 2006, and 2005, respectively. As of December 31, 2007, the Partnership did not have any properties classified as held-for-sale. The operating income and gains fromon sales of properties included in discontinued operations are reported net of income taxes, if the property is sold by RRGthe TRS, and are summarized as follows for the years ended December 31, 2008, 2007, and 2006, and 2005respectively (in thousands):
2007 | 2006 | 2005 | |||||||||||
Operating Income | Gain on sale of Properties | Operating Income | Gain on sale of Properties | Operating Income | Gain on sale of Properties | ||||||||
Operations and gain | $ | 2,049 | 27,411 | 4,776 | 59,181 | 12,304 | 57,693 | ||||||
Less: Income taxes | 85 | 1,917 | — | — | 183 | 3,412 | |||||||
Discontinued operations, net | $ | 1,964 | 25,494 | 4,776 | 59,181 | 12,121 | 54,281 | ||||||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
2008 | 2007 | 2006 | |||||||||||
Operating Income | Gain on sale of Properties | Operating Income | Gain on sale of Properties | Operating Income | Gain on sale of Properties | ||||||||
Operations and gain | $ | 9,668 | 17,497 | 7,940 | 27,412 | 9,785 | 59,181 | ||||||
Less: Income taxes | — | — | 85 | 1,917 | — | — | |||||||
Discontinued operations, net | $ | 9,668 | 17,497 | 7,855 | 25,495 | 9,785 | 59,181 | ||||||
Investments in Real Estate Partnerships |
The Partnership accounts for all investments in which it owns 50% or less and does not have a controlling financial interest using the equity method. The Partnership has determined that these investments are not variable interest entities as defined in FIN 46(R) and do not require consolidation under EITF 04-5 or SOP 78-9, and therefore are subject to the voting interest model in determining its basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets, and dissolution of the ventures are subject to the approval of all partners. The Partnership’s investment in these partnerships was $432.9 million and $434.1 million at December 31, 2007 and 2006, respectively. The difference between the carrying amount of these investments and the underlying equity in net assets was $17.8 million and $18.1 million at December 31, 2007 and 2006, respectively. This amount is accreted to equity in income of investments in real estate partnerships over the expected useful lives of the propertieswere $383.4 million and other intangible assets which range in lives from 10 to 40 years.$401.9 million (as restated) at December 31, 2008 and 2007, respectively. Net income or loss from these partnerships, which includes all operating results and gains on sales of properties within the joint ventures, is allocated to the Partnership in 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 statementsConsolidated Statements of operations.Operations. The difference between the carrying amount of these investments and the underlying equity in net assets was $77.3 million and $58.1 million at December 31, 2008 and 2007, respectively. The net difference is accreted to income over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years.
Cash distributions of normal operating earnings from operations from investments in real estate partnerships are presented in cash flows from operationsprovided by operating activities in the consolidated statementsaccompanying Consolidated Statements of cash flows.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 fromprovided by investing activities in the consolidated statementsaccompanying Consolidated Statements of cash flows.Cash Flows.
Investments in real estate partnerships are comprised primarily composed of joint venturesco-investment partnerships where the Partnership invests with three unrelated co-investment partners and a recently formedan open-end real estate fund (“Regency Retail Partners” or the “Fund”), as further described below. In addition to the Partnership earning its pro-rata share of net income (loss)or loss in each of the partnerships, these partnerships, pay the Partnership receives market-based fees for asset management, property management, leasing, investing,investment, and financing services. During 2008, 2007, 2006 and 2005,2006, the Partnership recordedreceived fees from these joint venturesco-investment partnerships of $32.3$31.7 million, $30.9$29.1 million, and $26.8$22.1 million, respectively.
The Partnership co-invests with the Oregon Public Employees Retirement Fund Investments in three joint ventures (collectively “Columbia”) in which the Partnership has ownership interests of 20% or 30%. Asreal estate partnerships as of December 31, 2008 and 2007 Columbia owned 28 shopping centers, had total assets of $648.2 million and net income of $12.7 million for the year then ended of which the Partnership’s shareconsist of the venture’s total assets and net income was $142.1 million and $2.6 million, respectively. During 2007, Columbia acquired eight shopping centers from third parties for $88.7 million. The Partnership contributed $9.3 million for its proportionate share of the purchase price, which was net of $15.2 million of assumed mortgage debt and $31.1 million in financing obtained by Columbia. During 2006 Columbia acquired four shopping centers from third parties for $97.0 million. The Partnership contributed $9.6 million for its proportionate share of the purchase price, which was net of $36.4 million of assumed mortgage debt and $13.3 million of financing obtained by Columbia.following (in thousands):
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
Ownership | 2008 | 2007 | ||||||
(as restated) | ||||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 11,137 | 15,463 | |||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 3,760 | 4,061 | ||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | 197,602 | 214,450 | ||||
Macquarie CountryWide-Regency III (MCWR III) | 24.95 | % | 623 | 812 | ||||
Macquarie CountryWide-Regency-DESCO (MCWR-DESCO) | 16.35 | % | 21,924 | 29,478 | ||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 29,704 | 29,978 | ||||
Columbia Regency Partners II (Columbia II) | 20.00 | % | 12,858 | 20,326 | ||||
Cameron Village LLC (Cameron) | 30.00 | % | 19,479 | 20,364 | ||||
RegCal, LLC (RegCal) | 25.00 | % | 13,766 | 17,113 | ||||
Regency Retail Partners (the Fund) | 20.00 | % | 23,838 | 13,296 | ||||
Other investments in real estate partnerships | 50.00 | % | 48,717 | 36,565 | ||||
Total | $ | 383,408 | 401,906 | |||||
Investments in real estate partnerships are reported net of deferred gains of $88.3 million and $69.5 million at December 31, 2008 and 2007, respectively. After applying the Restricted Gain Method as described in Note 1(b) and Note 2, cumulative deferred gains in 2007 have increased by $30.5 million to correct gains from partial sales recorded during the periods 2001 to 2005 and have been noted as restated. Cumulative deferred gain amounts related to each co-investment partnership are described below.
The Partnership co-invests with the Oregon Public Employees Retirement Fund (“OPERF”) in three co-investment partnerships, two of which the Partnership has ownership interests of 20% (“Columbia” and “Columbia II”) and one in which the Partnership has an ownership interest of 30% (“Cameron”). The Partnership’s investment in the three co-investment partnerships with OPERF totals $62.0 million (as restated) and represents 1.5% of the Partnership’s total assets at December 31, 2008. At December 31, 2008, the Columbia co-investment partnerships had total assets of $762.7 million and net income of $11.0 million and the Partnership’s share of its total assets and net income was $164.8 million and $2.2 million, respectively.
As of December 31, 2008, Columbia owned 14 shopping centers, had total assets of $321.9 million, and net income of $10.2 million for the year ended. The Partnership has a unilateral DIK right to liquidate the partnership; therefore, the Partnership has applied the Restricted Gain Method to determine the amount of gain that the Partnership recognizes on property sales to Columbia. During 2006 to 2008, the Partnership did not sell any properties to Columbia. Since its inception in 2001, the Partnership has recognized gain of $2.0 million on partial sales to Columbia and deferred gain of $4.3 million. In December 2008, the Partnership earned and recognized a $19.7 million Portfolio Incentive Return fee from OPERF based on Columbia’s outperformance of the cumulative NCREIF index since the inception of the partnership and a cumulative hurdle rate as outlined in the partnership agreement.
As of December 31, 2008, Columbia II owned 16 shopping centers, had total assets of $327.5 million, and net income of $1.1 million for the year ended. During 2008, Columbia II purchased one operating property from a third party for a purchase price of $28.5 million and the Partnership contributed $5.7 million for its proportionate share. The Partnership has a unilateral DIK right to liquidate the partnership; therefore, the Partnership has applied the Restricted Gain Method to determine the amount of gain that the Partnership recognizes on property sales to Columbia II. In September 2008, Columbia II acquired three completed development properties from the
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Partnership for a purchase price of $83.4 million, and as a result, the Partnership recognized gain of $9.1 million and deferred gain of $15.7 million. As more thoroughly described in Note 18 to the accompanying consolidated financial statements, the amount of gain previously recorded during September 2008 was subsequently adjusted by a reduction of $10.7 million and the Partnership will file a Form 10Q/A to correct its previous filing. During 2006 and 2007, the Partnership did not sell any properties to Columbia II. Since the inception of Columbia II in 2004, the Partnership has recognized gain of $9.1 million on partial sales to Columbia II and deferred $15.7 million. During 2008, Columbia II sold one shopping center to an unrelated party for $13.8 million and recognized a gain of approximately $256,000.
As of December 31, 2008, Cameron owned one shopping center, had total assets of $113.3 million, and a net loss of approximately $187,000 for the year ended. The partnership agreement does not contain any DIK provisions that would require the Partnership to apply the Restricted Gain Method. Since its inception in 2004, the Partnership has not sold any properties to Cameron.
The Partnership co-invests with the California State Teachers’ Retirement System (“CalSTRS”) in a joint venture (“RegCal”) in which the Partnership has ana 25% ownership interest of 25%.interest. As of December 31, 2007,2008, RegCal owned eightseven shopping centers, had total assets of $167.3$158.1 million, and net income of $2.8$5.9 million for the year then endedended. The Partnership has a unilateral DIK right to liquidate the partnership; therefore, the Partnership has applied the Restricted Gain Method to determine the amount of whichgain that the Partnership’s sharePartnership recognizes on property sales to RegCal. During 2006 to 2008, the Partnership did not sell any properties to RegCal. Since its inception in 2004, the Partnership has recognized gain of the venture’s total assets$10.1 million on partial sales to RegCal and net income was $41.8 million and $662,217, respectively.deferred gain of $3.4 million. During 2007, CalSTRS2008, RegCal sold one shopping center to an unrelated party for $13.2$9.5 million forand recognized a gain of $1.4$4.2 million. During 2006, RegCal acquired two shopping centers from unrelated parties for a purchase price of $37.3 million. The Partnership contributed $4.1 million for its proportionate share of the purchase price, which was net of financing obtained by RegCal.
The Partnership co-invests with Macquarie CountryWide Trust of Australia (“MCW”) in five joint ventures,co-investment partnerships, two in which the Partnership has an ownership interest of 25% (collectively “MCWR I”), two in which itthe Partnership has an ownership interest of 24.95% (collectively,(“MCWR II” and “MCWR II”III”), and one in which itthe Partnership has an ownership interest of 16.35% (“MCWR-DESCO”). The Partnership’s investment in the five co-investment partnerships with MCW totals $235.0 million and represents 5.7% of the Partnership’s total assets at December 31, 2008. At December 31, 2008, the MCW co-investment partnerships had total assets of $3.4 billion and net income of $11.6 million and the Partnership’s share of its total assets and net income was $823.9 million and $2.1 million, respectively.
As of December 31, 2007,2008, MCWR I owned 42 shopping centers, had total assets of $612.0$593.9 million, and net income of $32.7$11.1 million for the year then endedended. The Partnership has a unilateral DIK right to liquidate the partnership; therefore, the Partnership has applied the Restricted Gain Method to determine the amount of gain the Partnership recognizes on property sales to MCWR I. During 2006 to 2008, the Partnership did not sell any properties to MCWR I. Since its inception in 2001, the Partnership has recognized gains of $27.5 million on partial sales to MCWR I and deferred gains of $46.9 million. Subsequent to December 31, 2008, under the terms of the MCWR I partnership agreement, MCW elected to dissolve the partnership. In January 2009, the Partnership began liquidating the partnership through a DIK, which provides for distributing the properties to each partner under an alternating selection process, ultimately in proportion to the value of each partner’s respective partnership interest as determined by appraisal. Total value of the properties based on appraisals, net of debt, is estimated to be approximately $482.7 million. The properties which the Partnership’s sharePartnership receives through the DIK will be recorded at the amount of
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
the carrying value of the venture’sPartnership’s equity investment, net of deferred gain. The dissolution is expected to be completed during 2009 subject to required lender consents for ownership transfer.
As of December 31, 2008, MCWR II owned 85 shopping centers, had total assets of $2.4 billion and net income was $153.1 million and $10.3 million, respectively. During 2007, MCWR I purchased one shopping center from a third party for $23.0 million, net of $10.8 million of assumed mortgage debt, and the Partnership contributed $2.2$5.6 million for its pro-rata sharethe year ended. During 2008, MCWR II sold a portfolio of the purchase price. During 2007, MCWR I sold nineseven shopping centers to an unrelated partiesparty for $137.4$108.1 million forand recognized a gain of $22.6$8.9 million. During 2006 MCWR I purchased one shopping center from a third party for $25.0 million. The Partnership contributed $748,466 for its proportionate share of the purchase price, which was net of $12.5 million of assumed mortgage debt and $10.4 million in 1031 proceeds. During 2006, MCWR I sold two shopping centers to unrelated parties for $28.0 million for a gain of $7.8 million.
On June 1, 2005, MCWR II closed on the acquisition of a retail shopping center portfolio (the “First Washington Portfolio”) for a purchase price of approximately $2.8 billion, including the assumption of approximately $68.6 million of mortgage debt and the issuance of approximately $1.6 billion of new mortgage loans on the properties acquired. The First Washington Portfolio acquisition was accounted for as a purchase business combination by MCWR II. At December 31, 2005,2008, the partnership agreement did not contain any DIK provisions that would require the Partnership to apply the Restricted Gain Method. However, in January 2009, the partnership agreement was amended to include DIK provisions; therefore, the Partnership will apply the Restricted Gain Method if additional properties are sold to MCWR II was owned 64.95% by an affiliate of MCW, 34.95% by RCLP and 0.1% by Macquarie-Regency Management, LLC (“US Manager”). US Manager is owned 50% by RCLP and 50% by an affiliate of Macquarie Bank Limited. On January 13,in the future. During the period 2006 to 2008, the Partnership sold a portiondid not sell any properties to MCWR II. Since its inception in 2005, the Partnership has recognized gain of its investment in$2.3 million on partial sales to MCWR II to MCW which reduced its ownership interest from 35% to 24.95% for net cashand deferred gain of $113.2 million which is reflected in proceeds from sale of real estate investments inapproximately $766,000. In June 2008, the consolidated statements of cash flows. The proceeds from the sale were used to reduce the unsecured line of credit.
RCLP has the ability to receivePartnership earned additional acquisition fees of approximately $5.2 million (the “Contingent Acquisition Fees”) deferred from the original acquisition date that are subject to achievingsince the Partnership achieved the cumulative targeted income levels through 2008.specified in the Amended and Restated Income Target Agreement between Regency and MCW dated March 22, 2006. The Contingent Acquisition Fees will only be recognized if earned, and the recognition of income will bewere limited to that percentage of MCWR II, or 75.05%, of the joint venture not owned by the Partnership.Partnership and amounted to $3.9 million.
As of December 31, 2008, MCWR III owned four shopping centers, had total assets of $67.5 million, and a net loss of approximately $238,000 for the year ended. At December 31, 2008, the partnership agreement did not contain any DIK provisions that would require the Partnership to apply the Restricted Gain Method. However, in January 2009, the partnership agreement was amended to include DIK provisions; therefore, the Partnership will apply the Restricted Gain Method if additional properties are sold to MCWR III in the future. Since its inception in 2005, the Partnership has recognized gain of $14.1 million on partial sales to MCWR III and deferred gain of $4.7 million.
As of December 31, 2008, MCWR-DESCO owned 32 shopping centers, had total assets of $395.6 million and recorded a net loss of $4.9 million for the year ended primarily related to depreciation and amortization expense, but produced positive cash flow from operations. The partnership agreement does not contain any DIK provisions that would require the Partnership to apply the Restricted Gain Method. Since its inception in 2007, the Partnership has not sold any properties to MCWR-DESCO.
The Partnership co-invests with Regency Retail Partners (the “Fund”), an open-ended, infinite life investment fund in which the Partnership has an ownership interest of 20%. As of December 31, 2008, the Fund owned nine shopping centers, had total assets of $381.2 million, and recorded a net loss of $2.1 million for the year ended. During 2008, the Fund purchased one shopping center from a third party for $93.3 million that included $66.0 million of assumed mortgage debt and the Partnership contributed $18.7 million for the Partnership’s proportionate share of the purchase price. During 2008, the Fund also acquired one property in development from the Partnership for a sales price of $74.5 million and the Partnership recognized a gain of $4.7 million after excluding its ownership interest. The partnership agreement does not contain any DIK provisions that would require the Partnership to apply the Restricted Gain Method. Since its inception in 2006, the Partnership has recognized gains of $71.6 million on partial sales to the Fund and deferred gains of $17.9 million.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
As of December 31, 2007, MCWR II owned 96 shopping centers, had total assets of $2.6 billion and recorded a net loss of $13.1 million for the year ended and the Partnership’s share of the venture’s total assets and net loss was $651.0 million and $3.2 million, respectively. As a result of the significant amount of depreciation and amortization expense recorded by MCWR II in connection with the acquisition of the First Washington Portfolio, the joint venture may continue to report a net loss in future years, but is expected to produce positive cash flow from operations. During 2007, MCWR II sold one shopping center to an unrelated party for $13.5 million and recognized a gain of $560,169. During 2006, MCWR II acquired four development properties from the Partnership for a net sales price of $62.4 million and Regency received cash of $58.4 million. During 2006, MCWR II sold eight shopping centers for $122.4 million to unrelated parties for a gain of $1.5 million.
On August 10, 2007, MCWR-DESCO closed on the acquisition of 32 retail centers for a purchase price of approximately $396.2 million including debt of approximately $209.5 million. The Partnership contributed $29.7 million to the venture for its pro-rata share of the purchase price for its 16.35% equity ownership. MCWR-DESCO had total assets of $419.9 million and a net loss of $3.3 million since inception, primarily related to depreciation and amortization expense. The Partnership’s share of the venture’s total assets and net loss was $68.7 million and $465,028, respectively.
In December 2006, RCLP formed Regency Retail Partners (the “Fund”), an open-end, infinite-life investment fund in which its ownership interest was 26.8%. During the first quarter, the Partnership reduced its ownership interest to 20% with the admission of additional partners into the Fund and recognized a gain of $2.2 million that had previously been deferred. The Fund has the exclusive right to acquire all RCLP-developed large format community centers upon stabilization that meet the Fund’s investment criteria. As of December 31, 2007, the Fund owned seven shopping centers, had total assets of $209.0 million and recorded net income of $1.2 million for the year ended of which the Partnership’s share of the venture’s total assets and net income was $41.7 million and $325,861, respectively. During 2007, the Fund acquired six community shopping centers from the Partnership for a sales price of $126.4 million or $102.8 million on a net basis. As part of the transaction the Partnership provided a short-term note receivable to the Fund of $12.1 million, which the Fund repaid in January 2008. The Partnership recognized a gain of $42.8 million after excluding its ownership interest.
Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to the Partnership’s ownership interest. The gains, operations and cash flows are not recorded as discontinued operations because of RCLP’s substantial continuing involvement in these shopping centers. Columbia, RegCal, and the joint ventures with MCW and the Fund intend to continue to acquire retail shopping centers, some of which they may acquire directly from the Partnership. For those properties acquired from third parties, the Partnership is required to contribute its pro-rata share of the purchase price to the joint ventures.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Our investments in real estate partnerships as of December 31, 2007 and 2006 consist of the following (in thousands):
Ownership | 2007 | 2006 | ||||||
Macquarie CountryWide-Regency (MCWR I) | 25.00 | % | $ | 40,557 | 60,651 | |||
Macquarie CountryWide Direct (MCWR I) | 25.00 | % | 6,153 | 6,822 | ||||
Macquarie CountryWide-Regency II (MCWR II) | 24.95 | % | 214,450 | 234,378 | ||||
Macquarie CountryWide-Regency III (MCWR II) | 24.95 | % | 812 | 1,140 | ||||
Macquarie CountryWide-Regency-DESCO (MCWR-DESCO) | 16.35 | % | 29,478 | — | ||||
Columbia Regency Retail Partners (Columbia) | 20.00 | % | 33,801 | 36,096 | ||||
Cameron Village LLC (Columbia) | 30.00 | % | 20,364 | 20,826 | ||||
Columbia Regency Partners II (Columbia) | 20.00 | % | 20,326 | 11,516 | ||||
RegCal, LLC (RegCal) | 25.00 | % | 17,110 | 18,514 | ||||
Regency Retail Partners (the Fund) (1) | 20.00 | % | 13,296 | 5,139 | ||||
Other investments in real estate partnerships | 50.00 | % | 36,563 | 39,008 | ||||
Total | $ | 432,910 | 434,090 | |||||
|
|
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Summarized financial information for the unconsolidated investments in real estate partnerships on a combined basis, is as follows (in thousands):
December 31, | December 31, | |||||||||
2007 | 2006 | December 31, 2008 | December 31, 2007 | |||||||
Investment in real estate, net | $ | 4,422,533 | 4,029,389 | $ | 4,518,388 | 4,422,533 | ||||
Acquired lease intangible assets, net | 197,495 | 200,835 | 186,141 | 197,495 | ||||||
Other assets | 147,525 | 135,451 | 158,201 | 147,525 | ||||||
Total assets | 4,767,553 | 4,365,675 | 4,862,730 | 4,767,553 | ||||||
Notes payable | 2,719,473 | 2,435,229 | ||||||||
Notes payable (1) | 2,792,450 | 2,719,473 | ||||||||
Acquired lease intangible liabilities, net | 86,031 | 69,336 | 97,146 | 86,031 | ||||||
Other liabilities | 83,734 | 70,295 | 83,814 | 83,734 | ||||||
Members’ capital | 1,878,315 | 1,790,815 | ||||||||
Members’ or Partners’ capital | 1,889,320 | 1,878,315 | ||||||||
Total liabilities and equity | $ | 4,767,553 | 4,365,675 | |||||||
Total liabilities and capital | $ | 4,862,730 | 4,767,553 | |||||||
Unconsolidated investments
(1) | Includes $12.1 million note payable to the Partnership at December 31, 2007, as discussed in Note 6. |
Investments in real estate partnerships had notes payable of $2.7$2.8 billion and $2.4$2.7 billion as of December 31, 20072008 and 2006,2007, respectively, and the Partnership’s proportionate share of these loans was $653.3$664.1 million and $610.8$653.3 million, respectively. The loans are primarily non-recourse, but for those that are guaranteed by a joint venture, RCLP’s liability does not extend beyond its ownership percentage of the joint venture.
As of December 31, 2008, 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 | RCLP’s Pro-Rata Share | ||||||
2009 | $ | 4,824 | 138,800 | 12,848 | 156,472 | 30,382 | |||||
2010 | 4,569 | 695,563 | 89,333 | 789,465 | 195,461 | ||||||
2011 | 3,632 | 506,846 | — | 510,478 | 126,401 | ||||||
2012 | 4,327 | 408,215 | — | 412,542 | 91,182 | ||||||
2013 | 4,105 | 32,447 | — | 36,552 | 8,997 | ||||||
Beyond 5 Years | 29,875 | 849,714 | — | 879,589 | 210,174 | ||||||
Unamortized debt premiums, net | — | 7,352 | — | 7,352 | 1,462 | ||||||
Total | $ | 51,332 | 2,638,937 | 102,181 | 2,792,450 | 664,059 | |||||
The revenues and expenses for the investments in real estate partnerships on a combined basis for the years ended December 31, 2008, 2007, and 2006, respectively, are summarized as follows (in thousands):
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
2008 | 2007 | 2006 | ||||||||
Total revenues | $ | 488,481 | 452,068 | 413,642 | ||||||
Operating expenses: | ||||||||||
Depreciation and amortization | 182,844 | 176,597 | 173,812 | |||||||
Operating and maintenance | 70,158 | 64,917 | 57,844 | |||||||
General and administrative | 9,518 | 9,893 | 6,839 | |||||||
Real estate taxes | 63,393 | 53,845 | 48,983 | |||||||
Total operating expenses | 325,913 | 305,252 | 287,478 | |||||||
Other expense (income): | ||||||||||
Interest expense, net | 146,765 | 135,760 | 125,378 | |||||||
Gain on sale of real estate | (14,461 | ) | (38,165 | ) | (9,225 | ) | ||||
Other income | 139 | 138 | 162 | |||||||
Total other expense (income) | 132,443 | 97,733 | 116,315 | |||||||
Net income | $ | 30,125 | 49,083 | 9,849 | ||||||
The revenues and expenses for the unconsolidated investments on a combined basis for the years ended December 31, 2007, 2006, and 2005 are summarized as follows (in thousands):
2007 | 2006 | 2005 | ||||||||
Total revenues | $ | 452,068 | 413,642 | 303,448 | ||||||
Operating expenses: | ||||||||||
Depreciation and amortization | 176,597 | 173,812 | 145,669 | |||||||
Operating and maintenance | 64,917 | 57,844 | 42,206 | |||||||
General and administrative | 9,893 | 6,839 | 6,119 | |||||||
Real estate taxes | 53,845 | 48,983 | 33,726 | |||||||
Total operating expenses | 305,252 | 287,478 | 227,720 | |||||||
Other expense (income): | ||||||||||
Interest expense, net | 135,760 | 125,378 | 83,352 | |||||||
Gain on sale of real estate | (38,165 | ) | (9,225 | ) | (9,499 | ) | ||||
Other loss (income) | 138 | 162 | (356 | ) | ||||||
Total other expense (income) | 97,733 | 116,315 | 73,497 | |||||||
Net income | $ | 49,083 | 9,849 | 2,231 | ||||||
Notes Receivable |
The Partnership hashad notes receivable outstanding of $44.5$31.4 million and $20.0$44.5 million at December 31, 20072008 and 2006,2007, respectively. The notes bearreceivable have fixed interest rates ranging from LIBOR plus 175 basis points6.0% to 8.50%10.0% with maturity dates through November 2014. OfOn January 28, 2008, the $44.5 million notes receivable outstanding as of December 31, 2007,Partnership received $12.1 million was outstanding tofrom the “Fund” inFund as repayment of a loan with an original maturity date of March 31, 2008 which the Partnership owns 20%. The loan was provided to the Fund in order to facilitate the Partnership’s sale of a shopping center to the Fund duringin December 2007. The loan represented 60% of the sales price of the shopping center sold and the Fund was in receipt of a permanent loan commitment from a third party lender at the sale date. On January 28,In September 2008, the Fund repaid thePartnership recorded a provision for impairment of $1.1 million related to a $3.6 million note in full.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007receivable.
Acquired Lease Intangibles |
The Partnership hashad acquired lease intangible assets, net of $17.2amortization, of $12.9 million and $12.3$17.2 million at December 31, 20072008 and 2006,2007, respectively, of which $16.7$12.5 million and $11.7$16.7 million, respectively relates to in-place leases. These in-place leases havehad a remaining weighted average amortization period of 7.57.2 years and the aggregate amortization expense recorded for these in-place leases was $4.2 million, $4.3 million, $3.8 million, and $4.0$3.8 million for the years ended December 31, 2008, 2007, 2006, and 2005,2006, respectively. The Partnership hashad above-market lease intangible assets, net of $554,849amortization, of approximately $442,000 and $623,130$555,000 at December 31, 20072008 and 2006,2007, respectively. The remaining weighted average amortization period is 5.3was 4.3 years and the aggregate amortization expense recorded as a reduction to minimum rent for these above-market leases was $114,623approximately $113,000, $115,000, and $81,753$82,000 for the years ended December 31, 2008, 2007, and 2006, respectively.
The Partnership hashad acquired lease intangible liabilities, net of $10.4accretion, of $7.9 million and $7.7$10.4 million as of December 31, 20072008 and 2006,2007, respectively. The remaining weighted average accretion period is 8.27.1 years and the aggregate amount accreted as an increase to minimum rent for these below-market rents was $2.5 million, $2.0 million, and $1.5 million and $953,964 for the years ended December 31, 2008, 2007, and 2006, and 2005, respectively.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for each of the next five years are as follows (in thousands):
Year Ending December 31, | Amortization Expense | Minimum Rent, Net | Amortization Expense | Minimum Rent, Net | ||||||
2008 | $ | 2,929 | 1,570 | |||||||
2009 | 2,826 | 1,561 | $ | 2,092 | 1,817 | |||||
2010 | 2,580 | 1,021 | 2,039 | 1,008 | ||||||
2011 | 1,932 | 993 | 1,854 | 747 | ||||||
2012 | 1,836 | 930 | 1,759 | 700 | ||||||
2013 | 1,468 | 639 |
8. |
The net book basis of the Partnership’s real estate assets exceeds the tax basis by approximately $97.5 million and $161.2 million at December 31, 2008 and 2007, respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded for tax purposes.
The following summarizes the tax status of Regency’s dividends paid during the respective years:
2008 | 2007 | 2006 | ||||||||
Dividend per share | $ | 2.90 | 2.64 | 2.38 | ||||||
Ordinary income | 73 | % | 85 | % | 64 | % | ||||
Capital gain | 16 | % | 11 | % | 21 | % | ||||
Return of capital | 5 | % | — | — | ||||||
Uncaptured Section 1250 gain | 6 | % | 4 | % | 15 | % |
Regency Realty Group, Inc. (“RRG”), a wholly-owned subsidiary of RCLP, 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. Income tax expense is included in other expenses in the accompanying Consolidated Statements of Operations and consists of the following for the years ended December 31, 2008, 2007, and 2006 (in thousands):
2008 | 2007 | 2006 | ||||||
Income tax (benefit) expense: | ||||||||
Current | $ | 88 | 5,669 | 10,256 | ||||
Deferred | (1,688 | ) | 530 | 1,516 | ||||
Total income tax (benefit) expense | $ | (1,600 | ) | 6,199 | 11,772 | |||
Income tax (benefit) expense is included in either other expenses if the related income is from continuing operations or discontinued operations on the Consolidated Statements of Operations as follows for the years ended December 31, 2008, 2007, and 2006 (in thousands):
2008 | 2007 | 2006 | ||||||
Income tax (benefit) expense from: | ||||||||
Continuing operations | $ | (1,600 | ) | 4,197 | 11,772 | |||
Discontinued operations | — | 2,002 | — | |||||
Total income tax (benefit) expense | $ | (1,600 | ) | 6,199 | 11,772 | |||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Income tax (benefit) expense differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income of RRG for the years ended December 31, 2008, 2007, and 2006, respectively as follows (in thousands):
2008 | 2007 | 2006 | ||||||
Computed expected tax (benefit) expense | $ | (2,324 | ) | 3,974 | 4,094 | |||
Increase in income tax resulting from state taxes | (197 | ) | 443 | 456 | ||||
All other items | 921 | 1,782 | 7,222 | |||||
Total income tax (benefit) expense | $ | (1,600 | ) | 6,199 | 11,772 | |||
All other items principally represent the tax effect of gains associated with the sale of properties to unconsolidated ventures.
RRG had net deferred tax assets of $17.1 million and $11.6 million (as restated) at December 31, 2008 and 2007, respectively. The majority of the deferred tax assets relate to deferred gains, deferred interest expense, and tax costs capitalized on projects under development. No valuation allowance was provided and the Partnership believes it is more likely than not that the future benefits associated with these deferred tax assets will be realized.
Included in the income tax (benefit) expense disclosed above, the Partnership has approximately $600,000 of state income tax expense for the Texas Gross Margin Tax recorded in other expenses in the accompanying Consolidated Statements of Operations in both 2007 and 2008.
The Partnership accounts for uncertainties in income tax law in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). Under FIN 48, 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 the tax authority assuming full knowledge of the position and relevant facts. The Partnership 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 (after 2004 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.
During 2008, the Internal Revenue Service (“IRS”) commenced an examination of the Company’s U.S. income tax returns for 2006 and 2007 which should be complete by June 2009. The IRS has not proposed any significant adjustments to the open tax years under audit.
9. | Notes Payable and Unsecured |
The Partnership’s outstanding debt at December 31, 20072008 and 20062007 consists of the following (in thousands):
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
2007 | 2006 | 2008 | 2007 | |||||||
Notes Payable: | ||||||||||
Notes payable: | ||||||||||
Fixed rate mortgage loans | $ | 196,915 | 186,897 | $ | 235,150 | 196,915 | ||||
Variable rate mortgage loans | 5,821 | 68,662 | 5,130 | 5,821 | ||||||
Fixed rate unsecured loans | 1,597,239 | 1,198,827 | 1,597,624 | 1,597,239 | ||||||
Total notes payable | 1,799,975 | 1,454,386 | 1,837,904 | 1,799,975 | ||||||
Unsecured Line of Credit | 208,000 | 121,000 | ||||||||
Unsecured credit facilities | 297,667 | 208,000 | ||||||||
Total | $ | 2,007,975 | 1,575,386 | $ | 2,135,571 | 2,007,975 | ||||
During 2008, the Partnership placed a $62.5 million mortgage loan on a property. The loan has a nine-year term and is interest only at an all-in coupon rate of 6.0% (or 230 basis points over an interpolated 9-year US Treasury).
On JuneMarch 5, 2008, RCLP entered into a Credit Agreement with Wells Fargo Bank and a group of other banks to provide the Partnership with a $341.5 million, three-year term loan facility (the “Term Facility”). The Term Facility includes a term loan amount of $227.7 million plus a $113.8 million revolving credit facility that is accessible at the Partnership’s discretion. The term loan has a variable interest rate equal to LIBOR plus 105 basis points which was 3.330% at December 31, 2008 and the revolving portion has a variable interest rate equal to LIBOR plus 90 basis points. The proceeds from the funding of the Term Facility were used to reduce the balance on the unsecured line of credit (the “Line”). The balance on the Term Facility was $227.7 million at December 31, 2008.
During 2007, RCLP completed the sale of $400.0 million of ten-year senior unsecured notes. The 5.875% notes are due June 15, 2017 and were priced at 99.527% to yield 5.938%. The net proceeds were used to reduce the unsecured line of credit (the “Line”).
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
On February 12, 2007, RCLP entered into a new loan agreement under the Line with a commitment of $600.0 million and the right to expand the Line by an additional $150.0 million subject to additional lender syndication. The Line has a four-year term which expires in 2011 with a one-year extension at the Partnership’s option and thea current interest rate was reduced toof LIBOR plus .55%40 basis points subject to maintaining corporate credit and senior unsecured ratings at BBB+.
Contractual interest rates were 1.338% and 5.425% at December 31, 2008 and 2007, and 6.125% at December 31, 2006respectively, based on LIBOR plus .55%40 basis points and .75%,LIBOR plus 55 basis points, respectively. The balance on the Line was $208.0$70.0 million and $121.0$208.0 million at December 31, 2008 and 2007, respectively.
Including both the Line commitment and 2006, respectively. Thethe Term Facility (collectively, “Unsecured credit facilities”), RCLP has $941.5 million of total capacity and the spread paid on the Line is dependent upon the Partnership maintaining specific investment-grade ratings.
On December 5, 2007, Standard and Poor’s Rating Services raised Regency’s corporate credit and senior unsecured ratings to BBB+ from BBB. As a result of this upgrade, the interest rate on the Line was reduced to LIBOR plus .40% effective January 1, 2008.
The Partnership is also required to comply and is in compliance, with certain financial covenants such as Minimum Net Worth, Ratio of Total Liabilities to Gross Asset Value (“GAV”) and Ratio of Recourse Secured DebtIndebtedness to GAV, Ratio of Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) to Fixed Charge Coverage,Charges, and other covenants customary with this type of unsecured financing. As of December 31, 2008, the Partnership is in compliance with all financial covenants for the Unsecured credit facilities. The Line isUnsecured credit facilities are used primarily to finance the acquisition and development of real estate, but isare also available for general working-capital purposes.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Notes payable consist of secured mortgage loans and unsecured public debt. Mortgage loans are secured and may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest, and mature over various terms through 2018. We intend2018, whereas, interest on unsecured public debt is payable semi-annually and the debt matures over various terms through 2017. The Partnership intends to repay mortgage loans at maturity fromwith proceeds from the Line.Unsecured credit facilities. Fixed interest rates on mortgage loansnotes payable range from 5.22% to 8.95% and average 6.37%6.32%. TheAs of December 31, 2008, the Partnership hashad one variable rate mortgage loan with an interest rate equal to LIBOR plus a spread of 100 basis points.
The fair value of the Partnership’s variable rate notes payable and the Line are considered to approximate fair value, since the interest rates on such instruments re-price based on current market conditions. The fair value of fixed rate loans are estimated using cash flows discounted at current market rates available to the Partnership for debt with similar terms and maturities. Fixed rate loans assumedpoints maturing in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value. Based on the estimates used by the Partnership, the fair value of notes payable and the Line is approximately $1.5 billion at December 31, 2007.2009.
As of December 31, 2007,2008, scheduled principal repayments on notes payable and the LineUnsecured credit facilities were as follows (in thousands):
Scheduled Principal Payments by Year: | Scheduled Principal Payments | Term Loan Maturities | Total Payments | ||||||
2008 | $ | 4,270 | 19,402 | 23,672 | |||||
2009 | 4,079 | 58,606 | 62,685 | ||||||
2010 | 4,038 | 176,971 | 181,009 | ||||||
2011 (includes the Line) | 3,830 | 459,133 | 462,963 | ||||||
2012 | 4,043 | 249,850 | 253,893 | ||||||
Beyond 5 Years | 9,549 | 1,014,705 | 1,024,254 | ||||||
Unamortized debt discounts, net | — | (501 | ) | (501 | ) | ||||
Total | $ | 29,809 | 1,978,166 | 2,007,975 | |||||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Scheduled Principal Payments by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities a | Total | ||||||||
2009 | 4,832 | 8,077 | 50,000 | 62,909 | ||||||||
2010 | 4,880 | 17,043 | 160,000 | 181,923 | ||||||||
2011 | 4,744 | 11,276 | 537,667 | 553,687 | ||||||||
2012 | 5,027 | — | 250,000 | 255,027 | ||||||||
2013 | 4,712 | 16,353 | — | 21,065 | ||||||||
Beyond 5 Years | 13,897 | 150,159 | 900,000 | 1,064,056 | ||||||||
Unamortized debt discounts, net | — | (719 | ) | (2,377 | ) | (3,096 | ) | |||||
Total | $ | 38,092 | 202,189 | 1,895,290 | 2,135,571 | |||||||
a | Includes unsecured public debt and Unsecured |
On February 26, 2008, the Partnership was notified by Wells Fargo Bank that they had received commitments from a group of banks, which in combination with their commitment will provide the Partnership with an estimated $341.5 million, three-year term loan facility (the “Term Facility”). The Term Facility will include a term loan amount of $227.7 million that will fund at closing plus a $113.8 million revolver component that is accessible by the Partnership at its discretion. The Term Facility will be subject to similar loan covenants that are contained within the Line and the Partnership’s other unsecured fixed rate loans. The term loan has a variable interest rate equal to LIBOR plus 105 basis points, and the revolver has a variable interest rate equal to LIBOR plus 110 basis points, both of which are subject to the Partnership’s current debt ratings. The Term Facility does not affect the Partnership’s existing $600.0 million Line commitment. The proceeds from the funding of the Term Facility will be used for general working capital purposes including the reduction of any debt balances, at our discretion. The Term Facility is expected to close during March 2008 subject to final terms and conditions.
Derivative Financial Instruments |
The Partnership uses derivative instruments primarily to manage exposures to interest rate risks. In order to manage the volatility relating to interest rate risk, the Partnership may enter into interest rate hedging arrangements from time to time. None of the Partnership’s derivatives are designated as fair value hedges and the Partnership does not utilize derivative financial instruments for trading or speculative purposes.
On March 10,All interest rate swaps qualify for hedge accounting under Statement 133 as cash flow hedges. Realized losses associated with the swaps settled in 2004 and 2005 and unrealized gains or losses associated with the swaps entered into in 2006 have been included in Accumulated other comprehensive loss in the accompanying Consolidated Statements Changes in Partners’ Capital and Comprehensive Income (Loss). Unrealized gains or losses will not be amortized until such time that the probable debt issuances are completed in 2010 and 2011 as long as the swaps continue to qualify for hedge accounting. The unamortized balance of the realized losses is being amortized as additional interest expense over the original ten year terms of the hedged loans. The adjustment to interest expense recorded in 2008, 2007, and 2006 related to previously settled swaps is $1.3 million and the unamortized balance at December 31, 2008 and 2007 is $7.8 million and $9.1 million, respectively.
Terms and conditions for the outstanding derivative financial instruments designated as cash flow hedges as of December 31, 2008 were as follows (dollars in thousands):
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Notional Value | Interest Rate | Maturity | Fair Value | |||||||
$ | 98,350 | 5.399 | % | 01/15/20 | $ | (21,604 | ) | |||
100,000 | 5.415 | % | 09/15/20 | (20,251 | ) | |||||
98,350 | 5.399 | % | 01/15/20 | (21,625 | ) | |||||
100,000 | 5.415 | % | 09/15/20 | (20,211 | ) | |||||
$ | 396,700 | $ | (83,691 | ) | ||||||
The Partnership has $428.3 million of fixed rate debt maturing in 2010 and 2011 that has a weighted average fixed interest rate of 8.07%, which includes $400.0 million of unsecured long-term debt. During 2006 the Partnership entered into four forward-starting interest rate swaps (the “Swaps”) totaling $396.7 million with fixed rates of 5.399%, 5.415%, 5.399%, and 5.415%. The Partnership designated these swapsSwaps as cash flow hedges to fix $400the future interest rates on $400.0 million fixed rateof the financing expected to occur in 2010 and 2011. TheAs a result of a decline in 10 year Treasury interest rates since the inception of the Swaps, the fair value of the Swaps as of December 31, 2008 is reflected as a liability of $83.7 million in the Partnership’s accompanying Consolidated Balance Sheets. It remains highly probable that the forecasted transactions will occur as projected at the inception of the Swaps and therefore, the change in fair value of these swaps from inception generated a liability of $9.8 million and $2.9 million at December 31, 2007 and 2006, respectively, whichthe Swaps is recordedreflected in accounts payable andaccumulated other liabilitiescomprehensive loss in the accompanying consolidated balance sheets.
On April 1, 2005,financial statements. To the Partnership entered into three forward-starting interest rate swaps totaling $196.7 million with fixedextent that future 10-year treasury rates of 5.029%, 5.05%, and 5.05% to fix(at the rate on unsecured notes issued in July 2005. On July 13, 2005,future settlement dates) are higher than current rates, this liability will decline. If a liability exists at the Partnershipdates the Swaps are settled, the swaps with a payment toliability will be amortized over the counter-parties for $7.3 million. During 2003, the Partnership entered into two forward-starting interest rate swaps totaling $144.2 million to fix the rate on a refinancing in April 2004. On March 31, 2004, the Partnership settled these swaps with a payment to the counter-party for $5.7 million. The adjustment to interest expense recorded in 2007, 2006 and 2005 related to the settlement of these swaps is $1.3 million, $1.3 million and $908,311. The unamortized balance at December 31, 2007 is $9.1 million.
All of these swaps qualify for hedge accounting under Statement 133. Realized losses associated with the swaps settled in 2005 and 2004 and unrealized gains or losses associated with the swaps entered into in 2006 have been included in accumulated other comprehensive income (loss) in the Company’s statements of stockholders’ equity and comprehensive income (loss) and the Partnership’s consolidated statements of changes in partners’ capital and comprehensive income (loss). The unamortized balanceterm of the realized losses is being amortizedrespective debt issuances as additional interest expense overin addition to the ten yearstated interest rates on the new issuances. In the case of $196.7 million of the Swaps, RCLP continues to expect to issue new secured or unsecured debt for a term of 7 to 12 years during the period between June 30, 2009 and June 30, 2010. In the case of $200.0 million of the Swaps, RCLP continues to expect to issue new debt for a term of 7 to 12 years during the period between March 30, 2010 and March 30, 2011. The Partnership continuously monitors the capital markets and evaluates its ability to issue new debt to repay maturing debt or fund its commitments. Based upon the current capital markets, RCLP’s current credit ratings, and the number of high quality, unencumbered properties that it owns which could collateralize borrowings, the Partnership expects that it will successfully issue new secured or unsecured debt to fund its obligations. However, in the current environment, interest rates on new issuances are expected to be significantly higher than on historical issuances. An increase of 1.0% in the interest rate of new debt issues above that of maturing debt would result in additional annual interest expense of $4.3 million in addition to the impact of the annual amortization that would be incurred as a result of settling the Swaps.
11. | Fair Value Measurements |
Derivative Financial Instruments
The valuation of these instruments 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 hedged loans. Unrealized gains or losses will not be amortized until such timederivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities. To comply with the provisions of Statement 157, the Partnership 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 Partnership has determined that the expected debt issuance is completed in 2010 and 2011 as long asmajority of the swaps continueinputs used to qualify for hedge accounting.value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.
As of December 31, 2008 the Partnership’s liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall were as follows (in thousands):
Fair Value Measurements Using: | |||||||||||
Liabilities | Balance | Quoted Prices in Active Markets for Identical Liabilties (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||
Derivative financial instruments | $ | (83,691 | ) | — | (86,542 | ) | 2,851 |
The following disclosures represent additional fair value measurements of assets and liabilities that are not recognized in the accompanying consolidated financial statements.
Notes Payable
The carrying value of the Partnership’s variable rate notes payable and the Unsecured credit facilities are based upon a spread above LIBOR which is lower than the spreads available in the current credit markets, causing the fair value of such variable rate debt to be below its carrying value. The fair value of fixed rate loans are estimated using cash flows discounted at current market rates available to the Partnership for debt with similar 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 of acquisition. Based on the estimates used by the Partnership, the fair value of notes payable and the Unsecured credit facilities was approximately $1.3 billion and $1.5 billion at December 31, 2008 and 2007.
Minority Interests
As of December 31, 2008 and 2007, Regency had 468,211 and 473,611 redeemable OP Units outstanding, respectively. The redemption value of the redeemable OP Units is based on the closing market price of Regency’s common stock, which was $46.70 and $64.49 per share as of December 31, 2008 and 2007, respectively, an aggregated redemption value of $21.9 million and $30.5 million, respectively.
At December 31, 2008, the Partnership held a majority interest in four consolidated entities with specified termination dates through 2049. The minority owners’ interests in these entities will be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entities. The estimated fair value of minority interests in entities with specified termination dates was approximately $9.5 million and $10.2 million at December 31, 2008 and 2007, respectively. Their related carrying value was $6.3 million and $5.7 million as of December 31, 2008 and 2007, respectively which is recorded in limited partners’ interest in consolidated partnerships in the accompanying Consolidated Balance Sheets.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
Regency’s Stockholders’ Equity and Partners’ Capital |
Preferred Units
At December 31, 20072008 and 2006,2007, the face value of the Series D Preferred Units was $50.0 million with a fixed distribution rate of 7.45% and recorded onin the accompanying consolidated balance sheetsConsolidated Balance Sheets net of original issuance costs.
Terms and conditions for the Series D Preferred Units outstanding as of December 31, 2008 and 2007 are summarized as follows:
Units Outstanding | Amount Outstanding | Distribution Rate | Callable by Partnership | Exchangeable by Unit holder | Amount Outstanding | Distribution Rate | Callable by Company | Exchangeable by Unit holder | ||||||||||||
500,000 | $ | 50,000,000 | 7.45 | % | 09/29/09 | 01/01/16 | $ | 50,000,000 | 7.45 | % | 09/29/09 | 01/01/16 |
The Preferred Units, which may be called by RCLPRegency (through RCLP) at par beginning September 29, 2009, have no stated maturity or mandatory redemption and pay a cumulative, quarterly dividend at a fixed rate. The Preferred Units may be exchanged by the holder for Cumulative Redeemable Preferred Stock (“Preferred Stock”) at an exchange rate of one shareunit for one unit.share. The Preferred Units and the related Preferred Stock are not convertible into common stock of the Company.
Terms and conditions of the three series ofRegency Preferred stock outstanding as of December 31, 2007 are summarized as follows:Stock
Series | Shares Outstanding | Depositary Shares | Liquidation Preference | Distribution Rate | Callable By Partnership | |||||||
Series 3 | 300,000 | 3,000,000 | $ | 75,000,000 | 7.45 | % | 04/03/08 | |||||
Series 4 | 500,000 | 5,000,000 | 125,000,000 | 7.25 | % | 08/31/09 | ||||||
Series 5 | 3,000,000 | — | 75,000,000 | 6.70 | % | 08/02/10 | ||||||
3,800,000 | 8,000,000 | $ | 275,000,000 | |||||||||
In 2005, the Company issued three million shares, or $75.0 million, of 6.70% Series 5 Preferred Stock with a liquidation preference of $25 per share of which the proceeds were used to reduce the balance of the Line. The Series 3, and 4, depositary shares, which have a liquidation preference of $25, and the Series 5 preferred shares are perpetual, are not convertible into common stock of the Company, and are redeemable at par upon Regency’s election beginning five 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.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
Terms and conditions of the three series of Preferred stock outstanding as of December 31, 20072008 are summarized as follows:
Series | Shares Outstanding | Liquidation Preference | Distribution Rate | Callable By Company | ||||||
Series 3 | 3,000,000 | $ | 75,000,000 | 7.45 | % | 04/03/08 | ||||
Series 4 | 5,000,000 | 125,000,000 | 7.25 | % | 08/31/09 | |||||
Series 5 | 3,000,000 | 75,000,000 | 6.70 | % | 08/02/10 | |||||
11,000,000 | $ | 275,000,000 | ||||||||
On January 1, 2008, the Company split each share of existing Series 3 and Series 4 Preferred Stock, each having a liquidation preference of $250 per share, and a redemption price of $250 per share into ten shares of Series 3 and Series 4 Stock, respectively, each having a liquidation preference of $25 per share and a redemption price of $25 per share. The Company then exchanged each Series 3 and 4 DepositoryDepositary Share into shares of New Series 3 and 4 Stock, respectively, which have the same dividend rights and other rights and preferences identical to the depositary shares.
Regency Common Stock
On April 5, 2005,
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
At December 31, 2008 and 2007, 75,634,881 and 75,168,662 common shares had been issued, respectively. The carrying values of the Company entered into an agreement to sell 4,312,500 shares of its commonCommon stock to an affiliate of Citigroup Global Markets Inc. (“Citigroup”) at $46.60 per share, in connectionwere $756,349 and $751,687 with a forward sale agreement (the “Forward Sale Agreement”). On August 1, 2005,par value of $.01 and were recorded on the Company issued 3,782,500 shares to Citigroup for net proceedsaccompanying Consolidated Balance Sheets as of approximately $175.5 millionDecember 31, 2008 and on September 7, 2005, the remaining 530,000 shares were issued for net proceeds of $24.4 million. The proceeds from the sales were used to reduce the Line and redeem the Series E and Series F Preferred Units.2007, respectively.
Stock-Based Compensation |
The Partnership recorded stock-based compensation in general and administrative expenses in the consolidated statementsaccompanying Consolidated Statements of operationOperations for the years ended December 31, 2008, 2007, 2006 and 20052006 as follows, the components of which are further described below (in thousands):
2007 | 2006 | 2005 | 2008 | 2007 | 2006 | |||||||||
Restricted stock | $ | 17,725 | 16,584 | 16,955 | $ | 8,193 | 17,725 | 16,584 | ||||||
Stock options | 1,024 | 960 | 1,440 | 988 | 1,024 | 960 | ||||||||
Directors’ fees paid in common stock | 389 | 406 | 360 | 375 | 389 | 406 | ||||||||
Total | $ | 19,138 | 17,950 | 18,755 | $ | 9,556 | 19,138 | 17,950 | ||||||
The recorded amounts of stock-based compensation expense represent amortization of deferred compensation related to share basedshare-based payments in accordance with Statement 123(R). During the three years ended December 31, 2007, 2006, and 20052008, compensation expense declined as a result of $7.6the Partnership reducing estimated payout amounts related to incentive compensation tied directly to Partnership performance. The Partnership recorded a cumulative adjustment during 2008 of $12.7 million $6.9relating to this change in estimate of which $4.1 million and $6.9 million, respectively which is included above,had been previously capitalized. Compensation expense specifically identifiable to development and leasing activities is capitalized and included above. During the three years ended December 31, 2008, 2007, and 2006 compensation expense of approximately $3.6 million, $7.6 million, and $6.9 million, respectively, was capitalized.
The Company established 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 5.0 million shares in the form of common stock or stock options, but limits the issuance of common stock excluding stock options to no more than 2.75 million shares. At December 31, 2007,2008, there were approximately 2.42.3 million shares available for grant under the Plan either through options or restricted stock. The Plan also limits outstanding awards to no more than 12% of outstanding common stock.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Stock options are granted under the Plan with an exercise price equal to the 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 grant and some have dividend equivalent rights. Stock options granted prior to 2005 also contained “reload” rights, which allowed an option holder the right to receive new options each time existing options were exercised, if the existing options were exercised under specific criteria provided for in the Plan. In January 2005 and 2007, the Company acquired the “reload” rights of existing employees’ and directors’ stock options from the option holders, by granting 771,645 options for an exercise price of $51.36, the fair value on the date of grant, and granted 7,906 restricted shares representing value of $363,664, substantially canceling all of the “reload” rights on existing stock options in exchange for new options. In March 2007, the Company acquired the “reload” rights of existing directors’These new stock options from the option holders by granting 13,353 options for an average exercise price of $89.95, the fair value on the date of grant, and granted 1,654 restricted shares representing value of $148,725, therefore canceling all of their “reload” rights. These stock options and restricted shares vest 25% per year and are expensed ratably over a four-year period beginning in year of grant in accordance with Statement 123(R). Options granted under the reload buy-out plan do not earn dividend equivalents.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton closed-form (“Black Scholes”Black-Scholes”) option valuation model that uses the assumptions noted in the following table.model. Expected volatilities are based on historical volatility of the Company’s stock and other factors. The Company uses historical data and other factors to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The PartnershipCompany believes that the use of the Black-Scholes model meets the fair value measurement objectives of Statement 123(R) and reflects all substantive characteristics of the instruments being valued. No stock options were granted during 2008. The following table represents the assumptions used for the Black-Scholes option-pricing model for options granted in the respective year:
2007 | 2006 | 2005 | ||||||||
Per share weighted average value of stock options | $ | 8.27 | 8.35 | 5.91 | ||||||
Expected dividend yield | 3.0 | % | 3.8 | % | 4.3 | % | ||||
Risk-free interest rate | 4.7 | % | 4.9 | % | 3.7 | % | ||||
Expected volatility | 19.8 | % | 20.0 | % | 18.0 | % | ||||
Expected term in years | 2.4 | 2.1 | 4.4 |
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
2007 | 2006 | ||||||
Per share weighted average value | $ | 8.27 | 8.35 | ||||
Expected dividend yield | 3.0 | % | 3.8 | % | |||
Risk-free interest rate | 4.7 | % | 4.9 | % | |||
Expected volatility | 19.8 | % | 20.0 | % | |||
Expected term in years | 2.4 | 2.1 |
The following table reports stock option activity during the year ended December 31, 2007:2008:
Number of Options | Weighted Average Exercise Price | Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||
Outstanding - December 31, 2006 | 1,195,551 | $ | 48.90 | ||||||||
Granted | 17,793 | 88.49 | |||||||||
Exercised | (479,862 | ) | 48.54 | ||||||||
Forfeited | (15,537 | ) | 51.36 | ||||||||
Expired | (384 | ) | 72.19 | ||||||||
Outstanding – December 31, 2007 | 717,561 | $ | 50.05 | 6.9 | $ | 10,362 | |||||
Vested and expected to vest - December 31, 2007 | 703,065 | $ | 50.08 | 6.9 | $ | 10,128 | |||||
Exercisable - December 31, 2007 | 325,027 | $ | 46.88 | 6.9 | $ | 5,722 | |||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||
Outstanding - December 31, 2007 | 717,561 | $ | 50.05 | |||||||
Less: Exercised | 129,381 | 44.88 | ||||||||
Less: Forfeited | 3,207 | 51.36 | ||||||||
Less: Expired | 10,946 | 48.07 | ||||||||
Outstanding - December 31, 2008 | 574,027 | $ | 51.24 | 4.9 | (2,606 | ) | ||||
Vested and expected to vest - December 31, 2008 | 574,027 | $ | 51.24 | 4.9 | (2,606 | ) | ||||
Exercisable - December 31, 2008 | 394,007 | $ | 50.20 | 4.3 | (1,379 | ) | ||||
The weighted-average grant price for stock options granted during the years 2007 and 2006 was $88.49 and $70.98, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007, and 2006 and 2005 was $2.3 million, $20.2 million, $17.3 million, and $7.2$17.3 million, respectively. As of December 31, 2007,2008, there was $1.1 millionapproximately $88,000 of unrecognized compensation cost related to non-vested stock options granted under the Plan all of which is expected to be recognized through 2008.in 2009. The Company received cash proceeds for stock option
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
exercises of $1.0 million, $2.4 million, $6.0 million, and $6.1$6.0 million for the years ended December 31, 2008, 2007, and 2006, and 2005, respectivelyrespectively. The Company issues new shares to fulfill option exercises from its authorized shares available.
The following table presents information regarding unvestednon-vested option activity during the periodyear ended December 31, 2007:2008:
Non-vested Number of Options | Weighted Average Grant-Date Fair Value | |||||
Non-vested at January 1, 2007 | 568,771 | $ | 5.90 | |||
Granted | 17,793 | 8.78 | ||||
2007 Vesting | (194,030 | ) | 6.00 | |||
Non-vested at December 31, 2007 | 392,534 | $ | 6.04 | |||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2007
Non-vested Number of Options | Weighted Average Grant-Date Fair Value | ||||
Non-vested at December 31, 2007 | 392,534 | $ | 6.04 | ||
Less: Forfeited | 3,207 | 5.90 | |||
Less: 2008 Vesting | 209,307 | 5.95 | |||
Non-vested at December 31, 2008 | 180,020 | $ | 6.04 | ||
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each grant vary depending upon the participant’s responsibilities and position within the Company. The Company’s stock grants to date can be categorized into three types: (a) 4-year vesting, (b) performance-based vesting, and (c) 8-year cliff vesting.
The 4-year vesting grants vest 25% per year beginning inon the yeardate of grant. These grants are not subject to future performance measures, and if such performancevesting criteria are not met, the compensation cost previously recognized would be reversed.
Performance-based vesting grants are earned subject to future performance measurements, which include individual performance measures,goals, annual growth in earnings, compounded three-year growth in earnings, and a three-year total shareholder return peer comparison (“TSR Grant”). Once the performance criteria are met and the actual number of shares earned is determined, certain shares will vest immediately while others will vest over an additional service period.
The 8-year cliff vesting grants fully vest at the end of the eighth year from the date of grant; however, as a result of the achievement of future performance, primarily growth in earnings, the vesting of these grants may be accelerated over a shorter term.
Performance-based vesting grants and 8-year cliff vesting grants are currently only granted to the Company’s senior management. The Company considers the likelihood of meeting the performance criteria based upon management’smanagements’ estimates and analysis of future earnings growth from which it determines the amounts recognized as expense on a periodic basis. The Company determines the grant date fair value of TSR Grants based upon a Monte Carlo Simulation model. Compensation expense is measured at the grant date and recognized over the vesting period.
The following table reports restricted stock activity during the period ended December 31, 2007:
Number of Shares | Intrinsic Value (in thousands) | Weighted Average Grant Price | |||||||
Unvested at December 31, 2006 | 779,060 | $ | 51.67 | ||||||
Shares Granted | 231,688 | 84.52 | |||||||
Shares Vested and Distributed | (368,235 | ) | 80.58 | ||||||
Shares Forfeited | (43,845 | ) | 66.90 | ||||||
Unvested at December 31, 2007 | 598,668 | $ | 38,608 | $ | 64.49 | ||||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
The following table reports non-vested restricted stock activity during the year ended December 31, 2008:
Number of Shares | Intrinsic Value (in thousands) | Weighted Average Grant Price | ||||||
Non-vested at December 31, 2007 | 622,751 | $ | 65.15 | |||||
Add: Granted | 245,843 | 63.76 | ||||||
Less: Vested and Distributed | 221,213 | 55.80 | ||||||
Less: Forfeited | 138,608 | 71.91 | ||||||
Non-vested at December 31, 2008 | 508,773 | $ | 23,760 | $ | 66.19 | |||
The weighted-average grant price for restricted stock granted during the years 2008, 2007, and 2006 was $63.76, $84.52 and 2005 was $84.52, $63.75, and $51.38, respectively. The total intrinsic value of restricted stock vested during the years ended December 31, 2008, 2007, and 2006 and 2005 was $23.8 million, $29.7 million $26.3 million and $16.5$26.3 million, respectively. As of December 31, 2007,2008, there was $21.7$16.4 million of unrecognized compensation cost related to non-vested restricted stock granted under the Plan, whichwhen recognized is recorded when recognized in additional paid in capital of the Company’s consolidated statements of stockholders’ equity and comprehensive income (loss) and the general partner preferred and common units column of the Partnership’s consolidated statementsaccompanying Consolidated Statements of changesChanges in partners’ capitalPartners’ Capital and comprehensive income (loss)Comprehensive Income (Loss). This unrecognized compensation cost is expected to be recognized over the next four years, through 2011.2012. The Company issues new restricted stock from its authorized shares available.available at the date of grant.
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 $3,500$3,700 of their eligible compensation, is fully vested and funded as of December 31, 2007.2008. Costs related to the matching portion of the plan were approximately $1.5 million, $1.3 million, and $1.1 million and $603,415 for the years ended December 31, 2008, 2007, 2006 and 2005,2006, respectively.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
Earnings per Unit |
The following summarizes the calculation of basic and diluted earnings per unit for the three years ended December 31, 2008, 2007, 2006, and 2005,2006, respectively (in thousands except per unit data):
2007 | 2006 | 2005 | 2008 | 2007 | 2006 | |||||||||
Numerator: | ||||||||||||||
Income from continuing operations | $ | 181,568 | 161,155 | 107,634 | $ | 113,655 | 175,676 | 156,146 | ||||||
Discontinued operations | 27,458 | 63,957 | 66,402 | 27,165 | 33,350 | 68,966 | ||||||||
Net income | 209,026 | 225,112 | 174,036 | 140,820 | 209,026 | 225,112 | ||||||||
Less: Preferred unit distributions and original issuance | 23,400 | 23,400 | 24,849 | |||||||||||
Less: Preferred unit distributions | 23,400 | 23,400 | 23,400 | |||||||||||
Net income for common unit holders | 185,626 | 201,712 | 149,187 | 117,420 | 185,626 | 201,712 | ||||||||
Less: Dividends paid on unvested restricted stock | 842 | 978 | 1,109 | 733 | 842 | 978 | ||||||||
Net income for common units holders - basic | 184,784 | 200,734 | 148,078 | 116,687 | 184,784 | 200,734 | ||||||||
Add: Dividends paid on Treasury Method restricted stock | 49 | 164 | 216 | — | 49 | 164 | ||||||||
Net income for common unit holders – diluted | $ | 184,833 | 200,898 | 148,294 | $ | 116,687 | 184,833 | 200,898 | ||||||
Denominator: | ||||||||||||||
Weighted average common units outstanding for basic EPU | 69,540 | 68,979 | 65,804 | 70,048 | 69,540 | 68,979 | ||||||||
Incremental units to be issued under common stock options using the Treasury method | 226 | 326 | 226 | |||||||||||
Incremental units to be issued under unvested restricted stock using the Treasury method | 18 | 69 | 98 | |||||||||||
Incremental units to be issued under Forward Equity Offering using the Treasury method | — | — | 149 | |||||||||||
Incremental units to be issued under common stock options and unvested restricted stock | 84 | 244 | 395 | |||||||||||
Weighted average common units outstanding for diluted EPU | 69,784 | 69,374 | 66,277 | 70,132 | 69,784 | 69,374 | ||||||||
Income per common unit – basic | ||||||||||||||
Income from continuing operations | $ | 2.26 | 1.98 | 1.24 | $ | 1.28 | 2.18 | 1.91 | ||||||
Discontinued operations | 0.39 | 0.93 | 1.01 | 0.38 | 0.47 | 1.00 | ||||||||
Net income for common unit holders per unit | $ | 2.65 | 2.91 | 2.25 | $ | 1.66 | 2.65 | 2.91 | ||||||
Income per common unit – diluted | ||||||||||||||
Income from continuing operations | $ | 2.26 | 1.97 | 1.23 | $ | 1.28 | 2.18 | 1.90 | ||||||
Discontinued operations | 0.39 | 0.92 | 1.00 | 0.38 | 0.47 | 0.99 | ||||||||
Net income for common unit holders per unit | $ | 2.65 | 2.89 | 2.23 | $ | 1.66 | 2.65 | 2.89 | ||||||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
Operating Leases |
Future minimum rents under noncancelablenon-cancelable operating leases as of December 31, 2007,2008, 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, | Amount | Amount | ||||
2008 | $ | 317,669 | ||||
2009 | 299,663 | $ | 320,707 | |||
2010 | 263,884 | 301,027 | ||||
2011 | 225,945 | 264,606 | ||||
2012 | 182,281 | 221,395 | ||||
2013 | 177,638 | |||||
Thereafter | 1,265,317 | 1,067,278 | ||||
Total | $ | 2,554,759 | $ | 2,352,651 | ||
The shopping centers’ tenant base includes primarily 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 6% of the Partnership’s annualized future minimum rents.
The Partnership 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 RCLP to construct and/or operate a shopping center. Ground leases expire through 2085 and in most cases provide for renewal options. In addition, the Partnership has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through 2017 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. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 20072008 (in thousands):
Year Ending December 31, | Amount | Amount | ||||
2008 | $ | 5,407 | ||||
2009 | 5,339 | $ | 7,261 | |||
2010 | 5,348 | 7,303 | ||||
2011 | 5,325 | 7,336 | ||||
2012 | 4,888 | 6,921 | ||||
2013 | 6,725 | |||||
Thereafter | 20,048 | 67,345 | ||||
Total | $ | 46,355 | $ | 102,891 | ||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
Commitments and Contingencies |
The Partnership 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 Partnership’s consolidated financial position, results of operations, or liquidity. The Partnership 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 (UST’s).tanks. The Partnership believes that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. The Partnership has placed environmental insurance, when possible, on specific properties with known contamination, in order to mitigate its environmental risk. The Partnership monitors the shopping centers containing environmental issues and in certain cases voluntarily remediates the sites. The Partnership also has legal obligations to remediate certain sites and is in the process of doing so. The Partnership estimates the cost associated with these legal obligations to be approximately $3.4$3.2 million, all of which has been reserved.reserved in accounts payable and other liabilities on the accompanying Consolidated Balance Sheets. The Partnership 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 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 Partnership.
17. | Restructuring Charges |
In November 2008, the Partnership announced a restructuring plan designed to further align employee headcount with the Partnership’s projected workload. As a result, the Partnership recorded restructuring charges of $2.4 million for employee severance and benefits related to employee reductions across various functional areas in general and administrative expenses in the accompanying Consolidated Statements of Operations. The restructuring charges included severance benefits for 50 employees with no future service requirement and were completed by January 2009 using cash from operations. The charges for the year ended December 31, 2008 associated with the restructuring program are as follows:
Total Restructuring Charge | 2008 Payments | Accrual at December 31, 2008 | Due within 12 months | |||||
Severance | 2,086 | 1,040 | 1,046 | 1,046 | ||||
Health insurance | 150 | — | 150 | 150 | ||||
Placement services | 187 | 136 | 51 | 51 | ||||
Total | 2,423 | 1,176 | 1,247 | 1,247 | ||||
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20072008
Summary of Quarterly Financial Data (Unaudited) |
Presented below isThe following table sets forth selected Quarterly Financial Data for RCLP on a summaryhistorical basis as of and for each of the consolidated quarterly financial data for thequarters and years ended December 31, 2008 and 2007 and has been derived from the accompanying consolidated financial statements as reclassified for discontinued operations. As previously disclosed in the Partnership’s Current Report on Form 8-K dated March 12, 2009, Regency’s Audit Committee determined on March 12, 2009, after discussions with management, that the Partnership’s previously-issued consolidated financial statements as of and for the quarter and nine months ended September 30, 2008 should no longer be relied upon because of an error in the Partnership’s calculation of the gain on the sale of properties to certain co-investment partnerships. Such error came to light as a result of the determination that for certain of the Partnership’s co-investment partnerships, the in-kind liquidation provisions contained within such co-investment partnership agreements constitute in-substance call/put options, a form of continuing involvement under Statement 66. As a result, the Partnership has reevaluated its accounting policy for such sales and has adopted a Restricted Gain Method of gain recognition, as described more fully in Note 1(b), which considers the Partnership’s ability to receive property previously sold to a co-investment partnership upon liquidation. The revised method of recognizing gain on sale of properties to co-investment partnerships with in-kind liquidation provisions has been applied in the preparation of the accompanying consolidated financial statements. As a result, in the financial data presented below, the Partnership restated its reported gains on sales of properties in the quarter and nine months ended September 30, 2008 and reduced net income for those periods by $10.7 million or $.15 per unit as detailed below. The Partnership also recorded a correction to previously reported assets ($28.2 million reduction) and partners’ capital ($28.2 million reduction) in the 2006 (in thousands except per share data):opening consolidated balance sheet related to the cumulative correction of gains reported as described in the note below. There was also no effect on the operating, financing or investing cash flows in the accompanying Consolidated Statements of cash flows for any quarter of any year previously presented.
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||||
2007: | ||||||||||||||||||||||||||||||||
2008: | First Quarter | Second Quarter | Reported | Adj. | Restated | Fourth Quarter | ||||||||||||||||||||||||||
Operating Data: | ||||||||||||||||||||||||||||||||
Revenues as originally reported | $ | 106,715 | 108,760 | 116,980 | 119,796 | $ | 119,648 | 123,381 | 122,798 | — | 122,798 | 137,562 | ||||||||||||||||||||
Reclassified to discontinued operations | (301 | ) | (229 | ) | (213 | ) | — | (4,143 | ) | (3,406 | ) | (2,419 | ) | — | (2,419 | ) | — | |||||||||||||||
Adjusted Revenues | $ | 106,414 | 108,531 | 116,767 | 119,796 | $ | 115,505 | 119,975 | 120,379 | — | 120,379 | 137,562 | ||||||||||||||||||||
Operating expenses as originally reported | $ | 68,824 | 68,287 | 70,154 | — | 70,154 | 75,519 | |||||||||||||||||||||||||
Reclassified to discontinued operations | (2,401 | ) | (2,090 | ) | (1,229 | ) | — | (1,229 | ) | — | ||||||||||||||||||||||
Adjusted Operating expenses | $ | 66,423 | 66,197 | 68,925 | — | 68,925 | 75,519 | |||||||||||||||||||||||||
Other expenses as originally reported | $ | 20,320 | 23,453 | (1,606 | ) | 10,716 | 9,110 | 54,410 | ||||||||||||||||||||||||
Reclassified to discontinued operations | — | — | — | — | — | — | ||||||||||||||||||||||||||
Adjusted Other expenses | $ | 20,320 | 23,453 | (1,606 | ) | 10,716 | 9,110 | 54,410 | ||||||||||||||||||||||||
Minority interest of limited partners | $ | (257 | ) | (225 | ) | (122 | ) | — | (122 | ) | (97 | ) | ||||||||||||||||||||
Equity in income of investments in real estate partnerships | $ | 2,635 | 1,122 | 1,817 | — | 1,817 | (282 | ) | ||||||||||||||||||||||||
Income from continuing operations as originally reported | $ | 32,882 | 32,538 | 55,945 | (10,716 | ) | 45,229 | 7,254 | ||||||||||||||||||||||||
Reclassified to discontinued operations | (1,742 | ) | (1,316 | ) | (1,190 | ) | — | (1,190 | ) | — | ||||||||||||||||||||||
Adjusted Income from continuing operations | $ | 31,140 | 31,222 | 54,755 | (10,716 | ) | 44,039 | 7,254 | ||||||||||||||||||||||||
Income from discontinued operations as originally reported | $ | (100 | ) | 5,424 | 4,849 | — | 4,849 | 12,744 | ||||||||||||||||||||||||
Reclassified to discontinued operations | 1,742 | 1,316 | 1,190 | — | 1,190 | — | ||||||||||||||||||||||||||
Adjusted Income from discontinued operations | $ | 1,642 | 6,740 | 6,039 | — | 6,039 | 12,744 | |||||||||||||||||||||||||
Net income | $ | 32,782 | 37,962 | 60,794 | (10,716 | ) | 50,078 | 19,998 | ||||||||||||||||||||||||
Preferred unit distributions | $ | (5,850 | ) | (5,850 | ) | (5,850 | ) | — | (5,850 | ) | (5,850 | ) | ||||||||||||||||||||
Net income for common unit holders | $ | 52,616 | 44,797 | 37,271 | 50,942 | $ | 26,932 | 32,112 | 54,944 | (10,716 | ) | 44,228 | 14,148 | |||||||||||||||||||
Net income per unit: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.75 | 0.64 | 0.53 | 0.73 | $ | 0.38 | 0.45 | 0.78 | (0.15 | ) | 0.63 | 0.20 | |||||||||||||||||||
Diluted | $ | 0.75 | 0.64 | 0.53 | 0.72 | $ | 0.38 | 0.45 | 0.78 | (0.15 | ) | 0.63 | 0.20 | |||||||||||||||||||
2006: | ||||||||||||||||||||||||||||||||
Revenues as originally reported | $ | 103,314 | 109,163 | 105,054 | 109,463 | |||||||||||||||||||||||||||
Reclassified to discontinued operations | (3,524 | ) | (3,763 | ) | (2,437 | ) | (302 | ) | ||||||||||||||||||||||||
Adjusted Revenues | $ | 99,790 | 105,400 | 102,617 | 109,161 | |||||||||||||||||||||||||||
Net income for common unit holders | $ | 67,036 | 32,620 | 39,885 | 62,171 | |||||||||||||||||||||||||||
Net income per unit: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.97 | 0.47 | 0.57 | 0.89 | |||||||||||||||||||||||||||
Diluted | $ | 0.97 | 0.47 | 0.57 | 0.89 | |||||||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||||||
Total assets(a) | $ | 4,167,473 | 4,248,030 | 4,192,880 | (10,716 | ) | 4,182,164 | |||||||||||||||||||||||||
Total debt | $ | 2,108,500 | 2,194,662 | 2,137,007 | — | 2,137,007 | ||||||||||||||||||||||||||
Total liabilities | $ | 2,277,344 | 2,371,115 | 2,313,813 | — | 2,313,813 | ||||||||||||||||||||||||||
General partner’s capital(a) | $ | 1,566,000 | 1,553,560 | 1,563,143 | (10,645 | ) | 1,552,498 | |||||||||||||||||||||||||
Limited partners’ capital(a) | $ | 9,911 | 9,835 | 9,844 | (71 | ) | 9,773 |
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
2007: | First Quarter | Second Quarter | Third Quarter Quarter | Fourth Quarter | |||||||||
Operating Data: | |||||||||||||
Revenues as originally reported | $ | 106,715 | 108,760 | 116,980 | 119,796 | ||||||||
Reclassified to discontinued operations | (3,882 | ) | (3,888 | ) | (4,028 | ) | (3,871 | ) | |||||
Adjusted Revenues | $ | 102,833 | 104,872 | 112,952 | 115,925 | ||||||||
Operating expenses as originally reported | $ | 58,755 | 61,065 | 63,611 | 73,672 | ||||||||
Reclassified to discontinued operations | (2,364 | ) | (2,275 | ) | (2,321 | ) | (2,308 | ) | |||||
Adjusted Operating expenses | $ | 56,391 | 58,790 | 61,290 | 71,364 | ||||||||
Other expenses as originally reported | $ | (6,256 | ) | 16,862 | 15,023 | 4,649 | |||||||
Reclassified to discontinued operations | (110 | ) | 6 | — | — | ||||||||
Adjusted Other expenses | $ | (6,366 | ) | 16,868 | 15,023 | 4,649 | |||||||
Minority interest of limited partners | $ | (278 | ) | (238 | ) | (241 | ) | (233 | ) | ||||
Equity in income of investments in real estate partnerships | $ | 3,788 | 780 | 1,677 | 11,848 | ||||||||
Income from continuing operations as originally reported | $ | 57,726 | 31,375 | 39,782 | 53,090 | ||||||||
Reclassified to discontinued operations | (1,408 | ) | (1,619 | ) | (1,707 | ) | (1,563 | ) | |||||
Adjusted Income from continuing operations | $ | 56,318 | 29,756 | 38,075 | 51,527 | ||||||||
Income from discontinued operations as originally reported | $ | 740 | 19,272 | 3,339 | 3,702 | ||||||||
Reclassified to discontinued operations | 1,408 | 1,619 | 1,707 | 1,563 | |||||||||
Adjusted Income from discontinued operations | $ | 2,148 | 20,891 | 5,046 | 5,265 | ||||||||
Net income | $ | 58,466 | 50,647 | 43,121 | 56,792 | ||||||||
Preferred unit distributions | $ | (5,850 | ) | (5,850 | ) | (5,850 | ) | (5,850 | ) | ||||
Net income for common unit holders | $ | 52,616 | 44,797 | 37,271 | 50,942 | ||||||||
Net income per unit: | |||||||||||||
Basic | $ | 0.75 | 0.64 | 0.53 | 0.73 | ||||||||
Diluted | $ | 0.75 | 0.64 | 0.53 | 0.73 | ||||||||
Balance Sheet Data (as restated): | |||||||||||||
Total assets(a) | $ | 3,748,695 | 3,961,573 | 4,064,846 | |||||||||
Total debt | $ | 1,674,932 | 1,840,524 | 1,952,030 | |||||||||
Total liabilities | $ | 1,837,702 | 2,032,833 | 2,159,333 | |||||||||
General partner’s capital(a) | $ | 1,568,367 | 1,574,813 | 1,574,487 | |||||||||
Limited partners’ capital(a) | $ | 14,654 | 13,428 | 10,354 |
(a) | The balance sheet data reflects cumulative prior period adjustments from such balance sheets as previously filed in each respective Form 10-Q recorded to defer reported gains associated with sales of properties to and reverse recognition of previously deferred gains on subsequent sales to third parties from DIK-JVs in 2005 and prior. As a result of this adjustment, total assets decreased $28.2 million, general partner’s capital decreased $27.6 million, and limited partners’ capital decreased approximatley $620,000 as of the end of each quarter presented. |
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2008
19. | Subsequent Events |
Subsequent to December 31, 2008, under the terms of the MCWR I partnership agreement, MCW elected to dissolve the partnership. See Note 5 for further discussion.
Combined Real Estate and Accumulated Depreciation
December 31, 20072008
(in thousands)
Initial Cost | Cost Capitalized Subsequent to Acquisition (a) | Total Cost | Total Cost Net of Accumulated Depreciation | ||||||||||||||||||
Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | Accumulated Depreciation | Mortgages | ||||||||||||||
4S COMMONS TOWN CENTER | 28,009 | 32,692 | 6,003 | 30,760 | 35,944 | — | 66,704 | 1,819 | 64,885 | — | |||||||||||
ALDEN BRIDGE | 12,937 | 10,146 | 1,917 | 13,810 | 11,190 | — | 25,000 | 2,955 | 22,045 | 9,528 | |||||||||||
ANTHEM MARKETPLACE | 6,846 | 13,563 | (58 | ) | 6,714 | 13,637 | — | 20,351 | 2,081 | 18,270 | — | ||||||||||
ASHBURN FARM MARKET CENTER | 9,869 | 4,747 | (11 | ) | 9,835 | 4,770 | — | 14,605 | 1,584 | 13,021 | — | ||||||||||
ASHFORD PLACE | 2,804 | 9,944 | (324 | ) | 2,584 | 9,840 | — | 12,424 | 3,533 | 8,891 | 3,315 | ||||||||||
ATASCOCITA CENTER | 1,008 | 2,237 | 6,560 | 3,997 | 5,808 | — | 9,805 | 821 | 8,984 | — | |||||||||||
AUGUSTA CENTER | 5,141 | 2,438 | — | 5,141 | 2,438 | — | 7,579 | 34 | 7,545 | — | |||||||||||
AVENTURA SHOPPING CENTER | 2,751 | 9,318 | 1,134 | 2,751 | 10,452 | — | 13,203 | 6,868 | 6,335 | — | |||||||||||
BECKETT COMMONS | 1,625 | 5,845 | 5,082 | 1,625 | 10,927 | — | 12,552 | 2,401 | 10,151 | — | |||||||||||
BELLEVIEW SQUARE | 8,132 | 8,610 | 773 | 8,132 | 9,383 | — | 17,515 | 1,429 | 16,086 | 9,038 | |||||||||||
BENEVA VILLAGE SHOPS | 2,484 | 8,851 | 1,186 | 2,484 | 10,037 | — | 12,521 | 2,577 | 9,944 | — | |||||||||||
BERKSHIRE COMMONS | 2,295 | 8,151 | 649 | 2,295 | 8,800 | — | 11,095 | 3,341 | 7,754 | — | |||||||||||
BETHANY PARK PLACE | 4,605 | 5,792 | (189 | ) | 4,290 | 5,918 | — | 10,208 | 2,843 | 7,365 | — | ||||||||||
BLOOMINGDALE | 3,862 | 14,101 | 859 | 3,940 | 14,882 | — | 18,822 | 4,072 | 14,750 | — | |||||||||||
BLOSSOM VALLEY | 7,804 | 10,321 | 521 | 7,804 | 10,842 | — | 18,646 | 2,551 | 16,095 | — | |||||||||||
BOULEVARD CENTER | 3,659 | 9,658 | 958 | 3,659 | 10,616 | — | 14,275 | 2,591 | 11,684 | — | |||||||||||
BOYNTON LAKES PLAZA | 2,783 | 10,043 | 950 | 2,628 | 11,148 | — | 13,776 | 3,076 | 10,700 | — | |||||||||||
BRIARCLIFF LA VISTA | 694 | 2,463 | 829 | 694 | 3,292 | — | 3,986 | 1,476 | 2,510 | — | |||||||||||
BRIARCLIFF VILLAGE | 4,597 | 16,304 | 8,514 | 4,597 | 24,818 | — | 29,415 | 8,960 | 20,455 | — | |||||||||||
BUCKHEAD COURT | 1,738 | 6,163 | 926 | 1,417 | 7,410 | — | 8,827 | 2,905 | 5,922 | — | |||||||||||
BUCKLEY SQUARE | 2,970 | 5,126 | 796 | 2,970 | 5,922 | — | 8,892 | 1,602 | 7,290 | — | |||||||||||
CAMBRIDGE SQUARE SHOPPING CTR | 792 | 2,916 | 1,413 | 774 | 4,347 | — | 5,121 | 1,357 | 3,764 | — | |||||||||||
CARMEL COMMONS | 2,466 | 8,903 | 3,551 | 2,466 | 12,454 | — | 14,920 | 3,563 | 11,357 | — | |||||||||||
CARRIAGE GATE | 741 | 2,495 | 2,517 | 833 | 4,920 | — | 5,753 | 2,520 | 3,233 | — | |||||||||||
CHASEWOOD PLAZA | 1,675 | 11,391 | 12,347 | 4,612 | 20,801 | — | 25,413 | 8,371 | 17,042 | — | |||||||||||
CHERRY GROVE | 3,533 | 12,710 | 2,915 | 3,533 | 15,625 | — | 19,158 | 3,938 | 15,220 | — | |||||||||||
CHESHIRE STATION | 10,182 | 8,443 | (411 | ) | 9,896 | 8,318 | — | 18,214 | 3,200 | 15,014 | — | ||||||||||
CLAYTON VALLEY | 22,826 | 31,423 | — | 22,826 | 31,423 | — | 54,249 | 2,904 | 51,345 | — | |||||||||||
CLOVIS COMMONS | 11,097 | 22,699 | 3,829 | 11,100 | 26,525 | — | 37,625 | 1,537 | 36,088 | — | |||||||||||
COCHRAN’S CROSSING | 13,154 | 10,066 | 2,243 | 13,154 | 12,309 | — | 25,463 | 3,121 | 22,342 | — | |||||||||||
COOPER STREET | 2,079 | 10,682 | 498 | 2,079 | 11,180 | — | 13,259 | 2,447 | 10,812 | — | |||||||||||
CORKSCREW VILLAGE | 7,436 | 8,904 | 71 | 8,407 | 8,004 | — | 16,411 | 188 | 16,223 | 9,473 | |||||||||||
COSTA VERDE | 12,740 | 25,261 | 1,280 | 12,740 | 26,541 | — | 39,281 | 7,378 | 31,903 | — | |||||||||||
COURTYARD SHOPPING CENTER | 1,762 | 4,187 | (78 | ) | 5,867 | 4 | — | 5,871 | — | 5,871 | — | ||||||||||
CROMWELL SQUARE | 1,772 | 6,285 | 643 | 1,772 | 6,928 | — | 8,700 | 2,433 | 6,267 | — | |||||||||||
DELK SPECTRUM | 2,985 | 11,049 | 757 | 2,985 | 11,806 | — | 14,791 | 3,076 | 11,715 | — | |||||||||||
DIABLO PLAZA | 5,300 | 7,536 | 541 | 5,300 | 8,077 | — | 13,377 | 1,998 | 11,379 | — | |||||||||||
DICKSON TN | 675 | 1,568 | — | 675 | 1,568 | — | 2,243 | 322 | 1,921 | — | |||||||||||
DUNWOODY HALL | 1,819 | 6,451 | 5,782 | 2,529 | 11,523 | — | 14,052 | 3,828 | 10,224 | — | |||||||||||
DUNWOODY VILLAGE | 2,326 | 7,216 | 9,623 | 3,342 | 15,823 | — | 19,165 | 5,052 | 14,113 | — | |||||||||||
EAST POINTE | 1,868 | 6,743 | 219 | 1,730 | 7,100 | — | 8,830 | 2,193 | 6,637 | — | |||||||||||
EAST PORT PLAZA | 3,257 | 11,611 | (1,573 | ) | 3,257 | 10,038 | — | 13,295 | 2,058 | 11,237 | — | ||||||||||
EAST TOWNE SHOPPING CENTER | 2,957 | 4,881 | 57 | 2,957 | 4,938 | — | 7,895 | 999 | 6,896 | — | |||||||||||
EL CAMINO | 7,600 | 10,852 | 679 | 7,600 | 11,531 | — | 19,131 | 2,854 | 16,277 | — | |||||||||||
EL NORTE PKWY PLAZA | 2,834 | 6,332 | 963 | 2,833 | 7,296 | — | 10,129 | 1,819 | 8,310 | — | |||||||||||
ENCINA GRANDE | 5,040 | 10,379 | 997 | 5,040 | 11,376 | — | 16,416 | 2,714 | 13,702 | — | |||||||||||
FAIRFAX SHOPPING CENTER | 15,193 | 11,260 | 127 | 15,239 | 11,341 | — | 26,580 | 495 | 26,085 | — | |||||||||||
FENTON MARKETPLACE | 3,020 | 10,153 | (627 | ) | 2,298 | 10,248 | — | 12,546 | 1,656 | 10,890 | — | ||||||||||
FLEMING ISLAND | 3,077 | 6,292 | 5,156 | 3,077 | 11,448 | — | 14,525 | 2,618 | 11,907 | 2,076 | |||||||||||
FOLSOM PRAIRIE CITY CROSSING | 3,944 | 11,258 | 1,968 | 4,164 | 13,006 | — | 17,170 | 2,189 | 14,981 | — |
Initial Cost | Cost Capitalized Subsequent to Acquisition (b) | Total Cost | Accumulated Depreciation | Total Cost Net of Accumulated Depreciation | Mortgages | ||||||||||||||||
Shopping Centers (a) | Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | |||||||||||||||
4S Commons Town Center | 28,009 | 32,692 | 5,889 | 30,760 | 35,830 | — | 66,590 | 3,832 | 62,758 | 62,500 | |||||||||||
Alden Bridge | 12,937 | 10,146 | 1,976 | 13,810 | 11,249 | — | 25,059 | 3,508 | 21,551 | — | |||||||||||
Anthem Highlands Shopping Ctr | 8,643 | 11,981 | — | 8,643 | 11,981 | — | 20,624 | 765 | 19,859 | — | |||||||||||
Anthem Marketplace | 6,846 | 13,563 | 1 | 6,714 | 13,696 | — | 20,410 | 2,597 | 17,813 | — | |||||||||||
Ashburn Farm Market Center | 9,869 | 4,747 | 31 | 9,835 | 4,812 | — | 14,647 | 1,851 | 12,796 | — | |||||||||||
Ashford Place | 2,804 | 9,944 | (299 | ) | 2,584 | 9,865 | — | 12,449 | 3,855 | 8,594 | 3,089 | ||||||||||
Atascocita Center | 1,008 | 2,237 | 7,031 | 3,997 | 6,279 | — | 10,276 | 1,164 | 9,112 | — | |||||||||||
Augusta Center | 5,141 | 2,438 | 283 | 5,142 | 2,720 | — | 7,862 | 180 | 7,682 | — | |||||||||||
Aventura Shopping Center | 2,751 | 9,318 | 1,141 | 2,751 | 10,459 | — | 13,210 | 7,410 | 5,800 | — | |||||||||||
Beckett Commons | 1,625 | 5,845 | 5,115 | 1,625 | 10,960 | — | 12,585 | 2,723 | 9,862 | — | |||||||||||
Belleview Square | 8,132 | 8,610 | 1,146 | 8,132 | 9,756 | — | 17,888 | 1,951 | 15,937 | 8,716 | |||||||||||
Beneva Village Shops | 2,484 | 8,851 | 1,311 | 2,484 | 10,162 | — | 12,646 | 2,925 | 9,721 | — | |||||||||||
Berkshire Commons | 2,295 | 8,151 | 1,400 | 2,295 | 9,551 | — | 11,846 | 3,689 | 8,157 | — | |||||||||||
Bethany Park Place | 4,605 | 5,792 | 607 | 4,290 | 6,714 | — | 11,004 | 3,164 | 7,840 | — | |||||||||||
Bloomingdale Square | 3,862 | 14,101 | 889 | 3,940 | 14,912 | — | 18,852 | 4,497 | 14,355 | — | |||||||||||
Blossom Valley | 7,804 | 10,321 | 622 | 7,804 | 10,943 | — | 18,747 | 2,879 | 15,868 | — | |||||||||||
Boulevard Center | 3,659 | 9,658 | 1,129 | 3,659 | 10,787 | — | 14,446 | 2,950 | 11,496 | — | |||||||||||
Boynton Lakes Plaza | 2,783 | 10,043 | 1,038 | 2,628 | 11,236 | — | 13,864 | 3,412 | 10,452 | — | |||||||||||
Briarcliff La Vista | 694 | 2,463 | 829 | 694 | 3,292 | — | 3,986 | 1,577 | 2,409 | — | |||||||||||
Briarcliff Village | 4,597 | 16,304 | 8,532 | 4,597 | 24,836 | — | 29,433 | 9,869 | 19,564 | — | |||||||||||
Buckhead Court | 1,738 | 6,163 | 948 | 1,417 | 7,432 | — | 8,849 | 3,177 | 5,672 | — | |||||||||||
Buckley Square | 2,970 | 5,126 | 852 | 2,970 | 5,978 | — | 8,948 | 1,829 | 7,119 | — | |||||||||||
Cambridge Square | 792 | 2,916 | 1,413 | 774 | 4,347 | — | 5,121 | 1,492 | 3,629 | — | |||||||||||
Carmel Commons | 2,466 | 8,903 | 3,645 | 2,466 | 12,548 | — | 15,014 | 3,953 | 11,061 | — | |||||||||||
Carriage Gate | 741 | 2,495 | 2,571 | 833 | 4,974 | — | 5,807 | 2,747 | 3,060 | — | |||||||||||
Chapel Hill Centre | 3,932 | 3,897 | — | 3,932 | 3,897 | — | 7,829 | 104 | 7,725 | — | |||||||||||
Chasewood Plaza | 1,675 | 11,391 | 12,375 | 4,612 | 20,829 | — | 25,441 | 9,154 | 16,287 | — | |||||||||||
Cherry Grove | 3,533 | 12,710 | 3,152 | 3,533 | 15,862 | — | 19,395 | 4,426 | 14,969 | — | |||||||||||
Cheshire Station | 10,182 | 8,443 | (385 | ) | 9,896 | 8,344 | — | 18,240 | 3,760 | 14,480 | — | ||||||||||
Clayton Valley Shopping Center | 22,826 | 31,423 | 5,362 | 24,189 | 35,422 | — | 59,611 | 4,722 | 54,889 | — | |||||||||||
Clovis Commons | 11,097 | 22,699 | 9,996 | 11,100 | 32,692 | — | 43,792 | 2,537 | 41,255 | — | |||||||||||
Cochran’S Crossing | 13,154 | 10,066 | 2,249 | 13,154 | 12,315 | — | 25,469 | 3,711 | 21,758 | — | |||||||||||
Cooper Street | 2,079 | 10,682 | (2,788 | ) | — | — | 9,973 | 9,973 | — | 9,973 | — | ||||||||||
Corkscrew Village | 7,436 | 8,904 | 71 | 8,407 | 8,004 | — | 16,411 | 504 | 15,907 | 9,291 | |||||||||||
Costa Verde Center | 12,740 | 25,261 | 1,607 | 12,740 | 26,868 | — | 39,608 | 8,191 | 31,417 | — | |||||||||||
Courtyard Shopping Center | 1,762 | 4,187 | (78 | ) | 5,867 | 4 | — | 5,871 | — | 5,871 | — | ||||||||||
Cromwell Square | 1,772 | 6,285 | 659 | 1,772 | 6,944 | — | 8,716 | 2,684 | 6,032 | — | |||||||||||
Delk Spectrum | 2,985 | 11,049 | 952 | 2,985 | 12,001 | — | 14,986 | 3,445 | 11,541 | — | |||||||||||
Diablo Plaza | 5,300 | 7,536 | 645 | 5,300 | 8,181 | — | 13,481 | 2,227 | 11,254 | — | |||||||||||
Dickson Tn | 675 | 1,568 | — | 675 | 1,568 | — | 2,243 | 361 | 1,882 | — | |||||||||||
Dunwoody Hall | 1,819 | 6,451 | 5,836 | 2,529 | 11,577 | — | 14,106 | 4,255 | 9,851 | — | |||||||||||
Dunwoody Village | 2,326 | 7,216 | 9,734 | 3,342 | 15,934 | — | 19,276 | 5,843 | 13,433 | — | |||||||||||
East Pointe | 1,868 | 6,743 | 308 | 1,730 | 7,189 | — | 8,919 | 2,432 | 6,487 | — | |||||||||||
East Port Plaza | 3,257 | 11,611 | (1,560 | ) | 3,257 | 10,051 | — | 13,308 | 2,416 | 10,892 | — | ||||||||||
East Towne Center | 2,957 | 4,881 | 57 | 2,957 | 4,938 | — | 7,895 | 1,245 | 6,650 | — | |||||||||||
El Camino Shopping Center | 7,600 | 10,852 | 686 | 7,600 | 11,538 | — | 19,138 | 3,173 | 15,965 | — | |||||||||||
El Norte Pkwy Plaza | 2,834 | 6,332 | 1,038 | 2,834 | 7,370 | — | 10,204 | 2,071 | 8,133 | — | |||||||||||
Encina Grande | 5,040 | 10,379 | 1,193 | 5,040 | 11,572 | — | 16,612 | 3,080 | 13,532 | — | |||||||||||
Fairfax Shopping Center | 15,193 | 11,260 | 153 | 15,239 | 11,367 | — | 26,606 | 1,413 | 25,193 | — |
REGENCY CENTERS, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 20072008
(in thousands)
Initial Cost | Cost Capitalized Subsequent to Acquisition (a) | Total Cost | Total Cost Net of Accumulated Depreciation | ||||||||||||||||||
Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | Accumulated Depreciation | Mortgages | ||||||||||||||
FORT BEND CENTER | 6,966 | 4,197 | (4,588 | ) | 2,375 | 4,200 | — | 6,575 | 1,141 | 5,434 | — | ||||||||||
FORT COLLINS CENTER | 2,716 | 4,854 | — | 2,716 | 4,854 | — | 7,570 | 183 | 7,387 | — | |||||||||||
FORTUNA | 2,025 | — | — | 2,025 | — | — | 2,025 | — | 2,025 | — | |||||||||||
FRANKFORT CROSSING SHPG CTR | 8,325 | 6,067 | 735 | 7,417 | 7,710 | — | 15,127 | 2,190 | 12,937 | — | |||||||||||
FRENCH VALLEY | 11,792 | 16,919 | — | 11,792 | 16,919 | — | 28,711 | 1,134 | 27,577 | — | |||||||||||
FRIARS MISSION | 6,660 | 27,277 | 732 | 6,660 | 28,009 | — | 34,669 | 6,192 | 28,477 | 875 | |||||||||||
GARDEN SQUARE | 2,074 | 7,615 | 672 | 2,136 | 8,225 | — | 10,361 | 2,247 | 8,114 | — | |||||||||||
GARNER | 5,591 | 19,897 | 2,037 | 5,591 | 21,934 | — | 27,525 | 5,135 | 22,390 | — | |||||||||||
GATEWAY SHOPPING CENTER | 51,719 | 4,545 | 2,421 | 52,610 | 6,075 | — | 58,685 | 2,455 | 56,230 | 20,766 | |||||||||||
GELSON’S WESTLAKE MARKET PLAZA | 2,332 | 8,316 | 3,531 | 3,157 | 11,022 | — | 14,179 | 1,624 | 12,555 | — | |||||||||||
GLENWOOD VILLAGE | 1,194 | 4,235 | 1,083 | 1,194 | 5,318 | — | 6,512 | 1,977 | 4,535 | — | |||||||||||
GRANDE OAK | 5,569 | 5,900 | (429 | ) | 5,091 | 5,949 | — | 11,040 | 1,631 | 9,409 | — | ||||||||||
GREENWOOD SPRINGS | 2,720 | 3,043 | — | 2,720 | 3,043 | — | 5,763 | 312 | 5,451 | — | |||||||||||
HANCOCK | 8,232 | 24,249 | 3,880 | 8,232 | 28,129 | — | 36,361 | 6,935 | 29,426 | — | |||||||||||
HARDING PLACE | 545 | 567 | — | 545 | 567 | — | 1,112 | 28 | 1,084 | — | |||||||||||
HARPETH VILLAGE FIELDSTONE | 2,284 | 5,559 | 3,884 | 2,284 | 9,443 | — | 11,727 | 2,359 | 9,368 | — | |||||||||||
HASLEY CANYON VILLAGE | 6,163 | 6,569 | 1,094 | 6,180 | 7,646 | — | 13,826 | 1,039 | 12,787 | — | |||||||||||
HERITAGE LAND | 12,390 | — | — | 12,390 | — | — | 12,390 | — | 12,390 | — | |||||||||||
HERITAGE PLAZA | — | 23,676 | 2,186 | — | 25,862 | — | 25,862 | 6,449 | 19,413 | — | |||||||||||
HERSHEY | 7 | 807 | 1 | 7 | 808 | — | 815 | 145 | 670 | — | |||||||||||
HILLCREST VILLAGE | 1,600 | 1,798 | 84 | 1,600 | 1,882 | — | 3,482 | 431 | 3,051 | — | |||||||||||
HINSDALE | 4,218 | 15,040 | 3,180 | 5,734 | 16,704 | — | 22,438 | 4,030 | 18,408 | — | |||||||||||
HOLLYMEAD | 12,781 | 16,989 | 1,112 | 13,126 | 17,756 | — | 30,882 | 1,680 | 29,202 | — | |||||||||||
HYDE PARK | 9,240 | 33,340 | 6,964 | 9,809 | 39,735 | — | 49,544 | 10,957 | 38,587 | — | |||||||||||
INDEPENDENCE SQUARE | 4,963 | 7,911 | 130 | 4,981 | 8,023 | — | 13,004 | 1,429 | 11,575 | — | |||||||||||
INGLEWOOD PLAZA | 1,300 | 1,862 | 297 | 1,300 | 2,159 | — | 3,459 | 542 | 2,917 | — | |||||||||||
JOHN’S CREEK SHOPPING CENTER | 5,480 | 7,758 | 192 | 5,489 | 7,941 | — | 13,430 | 1,267 | 12,163 | — | |||||||||||
KELLER TOWN CENTER | 2,294 | 12,239 | 516 | 2,294 | 12,755 | — | 15,049 | 2,922 | 12,127 | — | |||||||||||
KERNERSVILLE PLAZA | 1,742 | 6,081 | 558 | 1,742 | 6,639 | — | 8,381 | 1,656 | 6,725 | — | |||||||||||
KINGSDALE SHOPPING CENTER | 3,867 | 14,020 | 6,437 | 4,027 | 20,297 | — | 24,324 | 5,612 | 18,712 | — | |||||||||||
KLEINWOOD II | 3,569 | 5,015 | — | 3,569 | 5,015 | — | 8,584 | 187 | 8,397 | — | |||||||||||
KROGER NEW ALBANY CENTER | 2,770 | 6,379 | 1,286 | 3,844 | 6,591 | — | 10,435 | 2,321 | 8,114 | 5,821 | |||||||||||
LAKE PINE PLAZA | 2,008 | 6,909 | 723 | 2,008 | 7,632 | — | 9,640 | 1,908 | 7,732 | — | |||||||||||
LEBANON/LEGACY CENTER | 3,906 | 7,391 | 441 | 3,913 | 7,825 | — | 11,738 | 1,863 | 9,875 | — | |||||||||||
LITTLETON SQUARE | 2,030 | 8,255 | 483 | 2,030 | 8,738 | — | 10,768 | 1,952 | 8,816 | — | |||||||||||
LLOYD KING CENTER | 1,779 | 8,855 | 1,177 | 1,779 | 10,032 | — | 11,811 | 2,423 | 9,388 | — | |||||||||||
LOEHMANNS PLAZA CALIFORNIA | 5,420 | 8,679 | 649 | 5,420 | 9,328 | — | 14,748 | 2,300 | 12,448 | — | |||||||||||
LOEHMANNS PLAZA GEORGIA | 3,982 | 14,118 | 4,304 | 3,983 | 18,421 | — | 22,404 | 5,679 | 16,725 | — | |||||||||||
MACARTHUR PARK REPURCHASE | 1,930 | — | (758 | ) | 1,172 | — | — | 1,172 | — | 1,172 | — | ||||||||||
MARKET AT OPITZ CROSSING | 9,902 | 8,339 | 831 | 9,902 | 9,170 | — | 19,072 | 2,172 | 16,900 | 11,887 | |||||||||||
MARKET AT PRESTON FOREST | 4,400 | 10,753 | 213 | 4,400 | 10,966 | — | 15,366 | 2,409 | 12,957 | — | |||||||||||
MARKET AT ROUND ROCK | 2,000 | 9,676 | 372 | 2,000 | 10,048 | — | 12,048 | 2,329 | 9,719 | — | |||||||||||
MARKETPLACE AT BRIARGATE | 1,625 | 4,289 | (1 | ) | 1,625 | 4,288 | — | 5,913 | 74 | 5,839 | — | ||||||||||
MARKETPLACE ST PETE | 1,287 | 4,663 | 803 | 1,287 | 5,466 | — | 6,753 | 1,758 | 4,995 | — | |||||||||||
MARTIN DOWNS VILLAGE CENTER | 2,000 | 5,133 | 4,410 | 2,438 | 9,105 | — | 11,543 | 4,547 | 6,996 | — | |||||||||||
MARTIN DOWNS VILLAGE SHOPPES | 700 | 1,208 | 3,781 | 817 | 4,872 | — | 5,689 | 1,905 | 3,784 | — | |||||||||||
MAXTOWN ROAD (NORTHGATE) | 1,753 | 6,244 | 411 | 1,769 | 6,639 | — | 8,408 | 1,708 | 6,700 | — | |||||||||||
MAYNARD CROSSING | 4,066 | 14,084 | 1,468 | 4,066 | 15,552 | — | 19,618 | 3,895 | 15,723 | — | |||||||||||
MILLHOPPER | 1,073 | 3,594 | 1,735 | 1,073 | 5,329 | — | 6,402 | 3,290 | 3,112 | — | |||||||||||
MOCKINGBIRD COMMON | 3,000 | 9,676 | 891 | 3,000 | 10,567 | — | 13,567 | 2,654 | 10,913 | — |
Initial Cost | Cost Capitalized Subsequent to Acquisition (b) | Total Cost | Accumulated Depreciation | Total Cost Net of Accumulated Depreciation | Mortgages | ||||||||||||||||
Shopping Centers (a) | Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | |||||||||||||||
Fenton Marketplace | 3,020 | 10,153 | (2,365 | ) | 2,298 | 8,510 | — | 10,808 | 1,918 | 8,890 | — | ||||||||||
Fleming Island | 3,077 | 6,292 | 5,295 | 3,077 | 11,587 | — | 14,664 | 2,964 | 11,700 | 1,848 | |||||||||||
Fort Bend Center | 6,966 | 4,197 | (5,394 | ) | 2,594 | 3,175 | — | 5,769 | 1,348 | 4,421 | — | ||||||||||
Fortuna | 8,336 | 6,898 | (13,209 | ) | 2,025 | — | — | 2,025 | — | 2,025 | — | ||||||||||
Frankfort Crossing Shpg Ctr | 8,325 | 6,067 | 1,090 | 7,417 | 8,065 | — | 15,482 | 2,610 | 12,872 | — | |||||||||||
French Valley Village Center | 11,792 | 16,919 | 69 | 11,924 | 16,856 | — | 28,780 | 2,131 | 26,649 | — | |||||||||||
Friars Mission Center | 6,660 | 27,277 | 744 | 6,660 | 28,021 | — | 34,681 | 6,947 | 27,734 | 792 | |||||||||||
Gardens Square | 2,074 | 7,615 | 720 | 2,136 | 8,273 | — | 10,409 | 2,476 | 7,933 | — | |||||||||||
Garner Towne Square | 5,591 | 19,897 | 1,969 | 5,591 | 21,866 | — | 27,457 | 5,700 | 21,757 | — | |||||||||||
Gateway Shopping Center | 51,719 | 4,545 | 3,535 | 52,665 | 7,134 | — | 59,799 | 3,349 | 56,450 | 20,060 | |||||||||||
Gelson’S Westlake Market Plaza | 2,332 | 8,316 | 3,662 | 3,157 | 11,153 | — | 14,310 | 2,003 | 12,307 | — | |||||||||||
Glenwood Village | 1,194 | 4,235 | 1,146 | 1,194 | 5,381 | — | 6,575 | 2,224 | 4,351 | — | |||||||||||
Greenwood Springs | 2,720 | 3,043 | 16 | 2,720 | 3,059 | — | 5,779 | 483 | 5,296 | — | |||||||||||
Hancock | 8,232 | 24,249 | 4,011 | 8,232 | 28,260 | — | 36,492 | 7,824 | 28,668 | — | |||||||||||
Harding Place | 545 | 567 | (464 | ) | 26 | 622 | — | 648 | 44 | 604 | — | ||||||||||
Harpeth Village Fieldstone | 2,284 | 5,559 | 3,884 | 2,284 | 9,443 | — | 11,727 | 2,613 | 9,114 | — | |||||||||||
Hasley Canyon Village | 6,163 | 6,569 | 1,094 | 6,180 | 7,646 | — | 13,826 | 1,424 | 12,402 | — | |||||||||||
Heritage Land | 12,390 | — | — | 12,390 | — | — | 12,390 | — | 12,390 | — | |||||||||||
Heritage Plaza | — | 23,676 | 2,421 | — | 26,097 | — | 26,097 | 7,264 | 18,833 | — | |||||||||||
Hershey | 7 | 807 | 1 | 7 | 808 | — | 815 | 166 | 649 | — | |||||||||||
Hillcrest Village | 1,600 | 1,798 | 111 | 1,600 | 1,909 | — | 3,509 | 484 | 3,025 | — | |||||||||||
Hillsboro Mervyn’S | 12,483 | 5,957 | — | — | — | 18,440 | 18,440 | — | 18,440 | — | |||||||||||
Hinsdale | 4,218 | 15,040 | 3,185 | 5,734 | 16,709 | — | 22,443 | 4,562 | 17,881 | — | |||||||||||
Horton’S Corner | 3,137 | 2,779 | — | 3,137 | 2,779 | — | 5,916 | 25 | 5,891 | — | |||||||||||
Hyde Park | 9,240 | 33,340 | 7,134 | 9,809 | 39,905 | — | 49,714 | 12,235 | 37,479 | — | |||||||||||
Inglewood Plaza | 1,300 | 1,862 | 297 | 1,300 | 2,159 | — | 3,459 | 605 | 2,854 | — | |||||||||||
Keller Town Center | 2,294 | 12,239 | 602 | 2,294 | 12,841 | — | 15,135 | 3,258 | 11,877 | — | |||||||||||
Kingsdale Shopping Center | 3,867 | 14,020 | 1,005 | — | — | 18,892 | 18,892 | — | 18,892 | — | |||||||||||
Kleinwood Ii | 3,569 | 5,015 | (762 | ) | 2,985 | 4,837 | — | 7,822 | 344 | 7,478 | — | ||||||||||
Kroger New Albany Center | 2,770 | 6,379 | 1,294 | 3,844 | 6,599 | — | 10,443 | 2,622 | 7,821 | 5,130 | |||||||||||
Lake Pine Plaza | 2,008 | 6,909 | 723 | 2,008 | 7,632 | — | 9,640 | 2,117 | 7,523 | — | |||||||||||
Lebanon/Legacy Center | 3,906 | 7,391 | 490 | 3,913 | 7,874 | — | 11,787 | 2,337 | 9,450 | — | |||||||||||
Legacy West | 1,770 | — | — | 1,770 | — | — | 1,770 | — | 1,770 | — | |||||||||||
Littleton Square | 2,030 | 8,255 | 604 | 2,030 | 8,859 | — | 10,889 | 2,214 | 8,675 | — | |||||||||||
Lloyd King Center | 1,779 | 8,855 | 1,205 | 1,779 | 10,060 | — | 11,839 | 2,720 | 9,119 | — | |||||||||||
Loehmanns Plaza | 3,982 | 14,118 | 4,570 | 3,983 | 18,687 | — | 22,670 | 6,360 | 16,310 | — | |||||||||||
Loehmanns Plaza California | 5,420 | 8,679 | 771 | 5,420 | 9,450 | — | 14,870 | 2,576 | 12,294 | — | |||||||||||
Loveland Shopping Center | 157 | — | — | 157 | — | — | 157 | — | 157 | — | |||||||||||
Lynnwood - H-Mart | 7,644 | 1,957 | 31 | — | — | 9,632 | 9,632 | — | 9,632 | — | |||||||||||
Macarthur Park Repurchase | 1,930 | — | (1,058 | ) | 872 | — | — | 872 | — | 872 | — | ||||||||||
Market At Opitz Crossing | 9,902 | 8,339 | 909 | 9,902 | 9,248 | — | 19,150 | 2,659 | 16,491 | 11,710 | |||||||||||
Market At Preston Forest | 4,400 | 10,753 | 692 | 4,400 | 11,445 | — | 15,845 | 2,742 | 13,103 | — | |||||||||||
Market At Round Rock | 2,000 | 9,676 | (2,166 | ) | — | — | 9,510 | 9,510 | — | 9,510 | — | ||||||||||
Marketplace At Briargate | 1,625 | 4,289 | 677 | 1,706 | 4,885 | — | 6,591 | 314 | 6,277 | — | |||||||||||
Marketplace Shopping Center | 1,287 | 4,663 | 846 | 1,287 | 5,509 | — | 6,796 | 1,933 | 4,863 | — | |||||||||||
Martin Downs Town Center | 1,364 | 4,985 | 202 | 1,364 | 5,187 | — | 6,551 | 1,609 | 4,942 | — | |||||||||||
Martin Downs Village Center | 2,000 | 5,133 | 4,447 | 2,438 | 9,142 | — | 11,580 | 4,815 | 6,765 | — | |||||||||||
Martin Downs Village Shoppes | 700 | 1,208 | 3,874 | 817 | 4,965 | — | 5,782 | 2,076 | 3,706 | — | |||||||||||
Maxtown Road (Northgate) | 1,753 | 6,244 | 424 | 1,769 | 6,652 | — | 8,421 | 1,922 | 6,499 | — |
REGENCY CENTERS, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 20072008
(in thousands)
Initial Cost | Cost Capitalized Subsequent to Acquisition (a) | Total Cost | Total Cost Net of Accumulated Depreciation | ||||||||||||||||||
Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | Accumulated Depreciation | Mortgages | ||||||||||||||
MORNINGSIDE PLAZA | 4,300 | 13,120 | 676 | 4,300 | 13,796 | — | 18,096 | 3,182 | 14,914 | — | |||||||||||
MURRAYHILL MARKETPLACE | 2,600 | 15,753 | 2,526 | 2,670 | 18,209 | — | 20,879 | 4,672 | 16,207 | 8,448 | |||||||||||
NAPLES WALK | 16,377 | 15,000 | 272 | 18,173 | 13,476 | — | 31,649 | 220 | 31,429 | 17,969 | |||||||||||
NASHBORO | 1,824 | 7,168 | 503 | 1,824 | 7,671 | — | 9,495 | 1,691 | 7,804 | — | |||||||||||
NEWBERRY SQUARE | 2,341 | 8,467 | 1,731 | 2,412 | 10,127 | — | 12,539 | 4,421 | 8,118 | — | |||||||||||
NEWLAND CENTER | 12,500 | 12,221 | (1,531 | ) | 12,500 | 10,690 | — | 23,190 | 3,035 | 20,155 | — | ||||||||||
NORTH HILLS | 4,900 | 18,972 | 390 | 4,900 | 19,362 | — | 24,262 | 4,352 | 19,910 | 5,613 | |||||||||||
NORTHGATE SQUARE | 3,688 | 9,951 | 59 | 5,011 | 8,687 | — | 13,698 | 163 | 13,535 | 6,716 | |||||||||||
NORTHLAKE VILLAGE I | 2,662 | 9,685 | 1,556 | 2,662 | 11,241 | — | 13,903 | 2,254 | 11,649 | — | |||||||||||
OAKBROOK PLAZA | 4,000 | 6,366 | 302 | 4,000 | 6,668 | — | 10,668 | 1,745 | 8,923 | — | |||||||||||
OLD ST AUGUSTINE PLAZA | 2,047 | 7,355 | 4,173 | 2,368 | 11,207 | — | 13,575 | 3,269 | 10,306 | — | |||||||||||
ORANGEBURG & CENTRAL | 2,067 | 2,355 | — | 2,067 | 2,355 | — | 4,422 | 8 | 4,414 | — | |||||||||||
PACES FERRY PLAZA | 2,812 | 9,968 | 2,594 | 2,812 | 12,562 | — | 15,374 | 4,290 | 11,084 | — | |||||||||||
PANTHER CREEK | 14,414 | 12,079 | 2,620 | 14,414 | 14,699 | — | 29,113 | 3,739 | 25,374 | 9,974 | |||||||||||
PARK PLACE SHOPPING CENTER | 2,232 | 7,974 | 1,513 | 2,232 | 9,487 | — | 11,719 | 2,414 | 9,305 | — | |||||||||||
PEARTREE VILLAGE | 5,197 | 8,733 | 11,013 | 5,197 | 19,746 | — | 24,943 | 5,549 | 19,394 | 10,657 | |||||||||||
PELHAM COMMONS | 3,714 | 5,436 | 92 | 3,714 | 5,528 | — | 9,242 | 1,359 | 7,883 | — | |||||||||||
PHENIX CROSSING | 1,544 | — | — | 1,544 | — | — | 1,544 | — | 1,544 | — | |||||||||||
PIKE CREEK | 5,077 | 18,860 | 1,749 | 5,077 | 20,609 | — | 25,686 | 5,461 | 20,225 | — | |||||||||||
PIMA CROSSING | 5,800 | 24,892 | 2,898 | 5,800 | 27,790 | — | 33,590 | 6,205 | 27,385 | — | |||||||||||
PINE LAKE VILLAGE | 6,300 | 10,522 | 159 | 6,300 | 10,681 | — | 16,981 | 2,414 | 14,567 | — | |||||||||||
PINE TREE PLAZA | 539 | 1,996 | 4,353 | 668 | 6,220 | — | 6,888 | 1,521 | 5,367 | — | |||||||||||
PLAZA HERMOSA | 4,200 | 9,370 | 650 | 4,200 | 10,020 | — | 14,220 | 2,301 | 11,919 | — | |||||||||||
POWELL STREET PLAZA | 8,248 | 29,279 | 1,310 | 8,248 | 30,589 | — | 38,837 | 4,578 | 34,259 | — | |||||||||||
POWERS FERRY SQUARE | 3,608 | 12,791 | 5,067 | 3,687 | 17,779 | — | 21,466 | 6,167 | 15,299 | — | |||||||||||
POWERS FERRY VILLAGE | 1,191 | 4,224 | 332 | 1,191 | 4,556 | — | 5,747 | 1,623 | 4,124 | 2,514 | |||||||||||
PRESTON PARK | 6,400 | 46,896 | 7,079 | 6,400 | 53,975 | — | 60,375 | 12,307 | 48,068 | — | |||||||||||
PRESTONBROOK | 4,704 | 10,762 | 200 | 7,069 | 8,597 | — | 15,666 | 3,022 | 12,644 | — | |||||||||||
PRESTONWOOD PARK | 8,077 | 14,938 | (264 | ) | 7,399 | 15,352 | — | 22,751 | 3,768 | 18,983 | — | ||||||||||
REGENCY COMMONS | 3,917 | 3,584 | — | 3,917 | 3,584 | — | 7,501 | 420 | 7,081 | — | |||||||||||
REGENCY SQUARE BRANDON | 578 | 18,157 | 11,074 | 4,770 | 25,039 | — | 29,809 | 13,262 | 16,547 | — | |||||||||||
RIVERMONT STATION | 2,887 | 10,445 | 197 | 2,887 | 10,642 | — | 13,529 | 2,854 | 10,675 | — | |||||||||||
RONA PLAZA | 1,500 | 4,356 | 737 | 1,500 | 5,093 | — | 6,593 | 1,067 | 5,526 | — | |||||||||||
RUSSELL RIDGE | 2,153 | — | 6,978 | 2,233 | 6,898 | — | 9,131 | 2,341 | 6,790 | 5,531 | |||||||||||
SAMMAMISH HIGHLAND | 9,300 | 7,553 | 411 | 9,300 | 7,964 | — | 17,264 | 1,812 | 15,452 | — | |||||||||||
SAN LEANDRO | 1,300 | 7,891 | 315 | 1,300 | 8,206 | — | 9,506 | 1,964 | 7,542 | — | |||||||||||
SANTA ANA DOWNTOWN | 4,240 | 7,319 | 1,195 | 4,240 | 8,514 | — | 12,754 | 2,261 | 10,493 | — | |||||||||||
SANTA MARIA COMMONS | 2,370 | 3,214 | — | 2,370 | 3,214 | — | 5,584 | 204 | 5,380 | — | |||||||||||
SEQUOIA STATION | 9,100 | 17,900 | 344 | 9,100 | 18,244 | — | 27,344 | 4,119 | 23,225 | — | |||||||||||
SHERWOOD CROSSROADS | 2,731 | 3,612 | 2,708 | 2,731 | 6,320 | — | 9,051 | 871 | 8,180 | — | |||||||||||
SHERWOOD MARKET CENTER | 3,475 | 15,898 | 381 | 3,475 | 16,279 | — | 19,754 | 3,826 | 15,928 | — | |||||||||||
SHILOH SPRINGS | 4,968 | 7,859 | 4,531 | 5,739 | 11,619 | — | 17,358 | 5,113 | 12,245 | — | |||||||||||
SHOPPES AT MASON | 1,577 | 5,358 | 194 | 1,577 | 5,552 | — | 7,129 | 1,404 | 5,725 | — | |||||||||||
SHOPS AT ARIZONA | 3,293 | 2,320 | 772 | 3,173 | 3,212 | — | 6,385 | 663 | 5,722 | — | |||||||||||
SHOPS AT COUNTY CENTER | 9,766 | 10,863 | — | 9,766 | 10,863 | — | 20,629 | 266 | 20,363 | — | |||||||||||
SHOPS AT JOHN’S CREEK | 1,863 | 2,015 | — | 1,863 | 2,015 | — | 3,878 | 201 | 3,677 | — | |||||||||||
SIGNAL HILL | 7,287 | 10,084 | (172 | ) | 7,098 | 10,101 | — | 17,199 | 1,499 | 15,700 | — | ||||||||||
SIGNATURE PLAZA | 2,055 | 4,159 | 55 | 2,396 | 3,873 | — | 6,269 | 607 | 5,662 | — | |||||||||||
SOUTH MOUNTAIN | 934 | — | (788 | ) | 146 | — | — | 146 | — | 146 | — |
Initial Cost | Cost Capitalized Subsequent to Acquisition (b) | Total Cost | Accumulated Depreciation | Total Cost Net of Accumulated Depreciation | Mortgages | ||||||||||||||||
Shopping Centers (a) | Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | |||||||||||||||
Maynard Crossing | 4,066 | 14,084 | 1,507 | 4,066 | 15,591 | — | 19,657 | 4,318 | 15,339 | — | |||||||||||
Merrimack Shopping Center | 7,819 | 2,499 | — | 7,819 | 2,499 | — | 10,318 | 844 | 9,474 | — | |||||||||||
Millhopper Shopping Center | 1,073 | 3,594 | 1,764 | 1,073 | 5,358 | — | 6,431 | 3,569 | 2,862 | — | |||||||||||
Mockingbird Common | 3,000 | 9,676 | 1,052 | 3,000 | 10,728 | — | 13,728 | 3,023 | 10,705 | — | |||||||||||
Monument Jackson Creek | 2,999 | 6,476 | 289 | 2,999 | 6,765 | — | 9,764 | 2,486 | 7,278 | — | |||||||||||
Morningside Plaza | 4,300 | 13,120 | 831 | 4,300 | 13,951 | — | 18,251 | 3,600 | 14,651 | — | |||||||||||
Murrayhill Marketplace | 2,600 | 15,753 | 2,718 | 2,670 | 18,401 | — | 21,071 | 5,239 | 15,832 | 8,239 | |||||||||||
Naples Walk | 16,377 | 15,000 | 350 | 18,173 | 13,554 | — | 31,727 | 779 | 30,948 | 17,621 | |||||||||||
Nashboro Village | 1,824 | 7,168 | 510 | 1,824 | 7,678 | — | 9,502 | 1,892 | 7,610 | — | |||||||||||
Newberry Square | 2,341 | 8,467 | 1,754 | 2,412 | 10,150 | — | 12,562 | 4,786 | 7,776 | — | |||||||||||
Newland Center | 12,500 | 12,221 | (1,524 | ) | 12,500 | 10,697 | — | 23,197 | 3,346 | 19,851 | — | ||||||||||
North Hills | 4,900 | 18,972 | 802 | 4,900 | 19,774 | — | 24,674 | 4,894 | 19,780 | 5,085 | |||||||||||
Northgate Square | 3,688 | 9,951 | 64 | 5,011 | 8,692 | — | 13,703 | 491 | 13,212 | 6,545 | |||||||||||
Northlake Village | 2,662 | 9,685 | 1,599 | 2,662 | 11,284 | — | 13,946 | 2,620 | 11,326 | — | |||||||||||
Oakbrook Plaza | 4,000 | 6,366 | 302 | 4,000 | 6,668 | — | 10,668 | 1,931 | 8,737 | — | |||||||||||
Old St Augustine Plaza | 2,047 | 7,355 | 4,371 | 2,368 | 11,405 | — | 13,773 | 3,662 | 10,111 | — | |||||||||||
Orangeburg & Central | 2,067 | 2,355 | 33 | 2,071 | 2,384 | — | 4,455 | 110 | 4,345 | — | |||||||||||
Paces Ferry Plaza | 2,812 | 9,968 | 2,671 | 2,812 | 12,639 | — | 15,451 | 4,718 | 10,733 | — | |||||||||||
Panther Creek | 14,414 | 12,079 | 2,669 | 14,414 | 14,748 | — | 29,162 | 4,475 | 24,687 | 9,842 | |||||||||||
Park Place Shopping Center | 2,232 | 7,974 | (2,947 | ) | 2,232 | 5,027 | ��� | 7,259 | 2,819 | 4,440 | — | ||||||||||
Peartree Village | 5,197 | 8,733 | 11,013 | 5,197 | 19,746 | — | 24,943 | 6,120 | 18,823 | 10,307 | |||||||||||
Phenix Crossing | 1,544 | — | — | 1,544 | — | — | 1,544 | — | 1,544 | — | |||||||||||
Pike Creek | 5,077 | 18,860 | 1,868 | 5,153 | 20,652 | — | 25,805 | 6,052 | 19,753 | — | |||||||||||
Pima Crossing | 5,800 | 24,892 | 3,251 | 5,800 | 28,143 | — | 33,943 | 7,190 | 26,753 | — | |||||||||||
Pine Lake Village | 6,300 | 10,522 | 469 | 6,300 | 10,991 | — | 17,291 | 2,711 | 14,580 | — | |||||||||||
Pine Tree Plaza | 539 | 1,996 | 4,353 | 668 | 6,220 | — | 6,888 | 1,725 | 5,163 | — | |||||||||||
Plaza Hermosa | 4,200 | 9,370 | 739 | 4,200 | 10,109 | — | 14,309 | 2,564 | 11,745 | — | |||||||||||
Powell Street Plaza | 8,248 | 29,279 | 1,437 | 8,248 | 30,716 | — | 38,964 | 5,466 | 33,498 | — | |||||||||||
Powers Ferry Square | 3,608 | 12,791 | 5,253 | 3,687 | 17,965 | — | 21,652 | 6,833 | 14,819 | — | |||||||||||
Powers Ferry Village | 1,191 | 4,224 | 448 | 1,191 | 4,672 | — | 5,863 | 1,790 | 4,073 | 2,449 | |||||||||||
Prairie City Crossing | 3,944 | 11,258 | 1,994 | 4,164 | 13,032 | — | 17,196 | 2,554 | 14,642 | — | |||||||||||
Preston Park | 6,400 | 46,896 | 7,921 | 6,400 | 54,817 | — | 61,217 | 14,366 | 46,851 | — | |||||||||||
Prestonbrook | 4,704 | 10,762 | 225 | 7,069 | 8,622 | — | 15,691 | 3,405 | 12,286 | — | |||||||||||
Prestonwood Park | 8,077 | 14,938 | (6,604 | ) | 7,399 | 9,012 | — | 16,411 | 4,204 | 12,207 | — | ||||||||||
Regency Commons | 3,917 | 3,584 | 32 | 3,917 | 3,616 | — | 7,533 | 628 | 6,905 | — | |||||||||||
Regency Square | 578 | 18,157 | 11,226 | 4,770 | 25,191 | — | 29,961 | 14,117 | 15,844 | — | |||||||||||
Rivermont Station | 2,887 | 10,445 | 203 | 2,887 | 10,648 | — | 13,535 | 3,127 | 10,408 | — | |||||||||||
Rockwall Town Center | 4,438 | 5,140 | — | 4,438 | 5,140 | — | 9,578 | 679 | 8,899 | — | |||||||||||
Rona Plaza | 1,500 | 4,356 | 561 | 1,500 | 4,917 | — | 6,417 | 1,271 | 5,146 | — | |||||||||||
Russell Ridge | 2,153 | — | 6,984 | 2,234 | 6,903 | — | 9,137 | 2,548 | 6,589 | 5,387 | |||||||||||
Sammamish-Highlands | 9,300 | 7,553 | 522 | 9,300 | 8,075 | — | 17,375 | 2,055 | 15,320 | — | |||||||||||
San Leandro Plaza | 1,300 | 7,891 | 335 | 1,300 | 8,226 | — | 9,526 | 2,187 | 7,339 | — | |||||||||||
Santa Ana Downtown Plaza | 4,240 | 7,319 | 1,195 | 4,240 | 8,514 | — | 12,754 | 2,556 | 10,198 | — | |||||||||||
Sequoia Station | 9,100 | 17,900 | 456 | 9,100 | 18,356 | — | 27,456 | 4,608 | 22,848 | — | |||||||||||
Sherwood Crossroads | 2,731 | 3,612 | 2,748 | 2,731 | 6,360 | — | 9,091 | 1,062 | 8,029 | — | |||||||||||
Sherwood Market Center | 3,475 | 15,898 | 464 | 3,475 | 16,362 | — | 19,837 | 4,310 | 15,527 | — | |||||||||||
Shiloh Springs | 4,968 | 7,859 | 4,608 | 5,739 | 11,696 | — | 17,435 | 5,565 | 11,870 | — | |||||||||||
Shoppes At Mason | 1,577 | 5,358 | 327 | 1,577 | 5,685 | — | 7,262 | 1,576 | 5,686 | — | |||||||||||
Shoppes Of Grande Oak | 5,569 | 5,900 | (393 | ) | 5,091 | 5,985 | — | 11,076 | 1,946 | 9,130 | — |
REGENCY CENTERS, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 20072008
(in thousands)
Initial Cost | Cost Capitalized Subsequent to Acquisition (a) | Total Cost | Total Cost Net of Accumulated Depreciation | ||||||||||||||||||
Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | Accumulated Depreciation | Mortgages | ||||||||||||||
SILVER SPRING SQUARE | 30,868 | 30,975 | — | 30,868 | 30,975 | — | 61,843 | 805 | 61,038 | — | |||||||||||
SOUTHCENTER | 1,300 | 12,251 | 417 | 1,300 | 12,668 | — | 13,968 | 2,859 | 11,109 | — | |||||||||||
SOUTHPOINT CROSSING | 4,399 | 11,116 | 1,011 | 4,399 | 12,127 | — | 16,526 | 2,860 | 13,666 | — | |||||||||||
SOUTH LOWRY SQUARE | 3,420 | 9,934 | 528 | 3,434 | 10,448 | — | 13,882 | 2,377 | 11,505 | — | |||||||||||
STARKE | 71 | 1,674 | 9 | 71 | 1,683 | — | 1,754 | 299 | 1,455 | — | |||||||||||
STATLER SQUARE PHASE I | 2,228 | 7,480 | 851 | 2,228 | 8,331 | — | 10,559 | 2,172 | 8,387 | — | |||||||||||
STERLING RIDGE | 12,846 | 10,085 | 2,051 | 12,846 | 12,136 | — | 24,982 | 3,069 | 21,913 | 10,090 | |||||||||||
STRAWFLOWER VILLAGE | 4,060 | 7,233 | 725 | 4,060 | 7,958 | — | 12,018 | 1,914 | 10,104 | — | |||||||||||
STROH RANCH | 4,138 | 7,111 | 1,096 | 4,280 | 8,065 | — | 12,345 | 2,596 | 9,749 | — | |||||||||||
SUNNYSIDE 205 | 1,200 | 8,703 | 635 | 1,200 | 9,338 | — | 10,538 | 2,196 | 8,342 | — | |||||||||||
TASSAJARA CROSSING | 8,560 | 14,900 | 391 | 8,560 | 15,291 | — | 23,851 | 3,413 | 20,438 | — | |||||||||||
THOMAS LAKE | 6,000 | 10,302 | 294 | 6,000 | 10,596 | — | 16,596 | 2,464 | 14,132 | — | |||||||||||
TOWN CENTER AT MARTIN DOWNS | 1,364 | 4,985 | 176 | 1,364 | 5,161 | — | 6,525 | 1,465 | 5,060 | — | |||||||||||
TOWN SQUARE | 438 | 1,555 | 7,015 | 883 | 8,125 | — | 9,008 | 2,215 | 6,793 | — | |||||||||||
TRACE CROSSING | 4,356 | 4,896 | (8,973 | ) | 279 | — | — | 279 | — | 279 | — | ||||||||||
TROPHY CLUB | 2,595 | 10,467 | 426 | 2,595 | 10,893 | — | 13,488 | 2,349 | 11,139 | — | |||||||||||
TWIN CITY PLAZA | 17,174 | 44,849 | (638 | ) | 17,245 | 44,140 | — | 61,385 | 2,377 | 59,008 | 44,000 | ||||||||||
TWIN PEAKS | 5,200 | 25,120 | 474 | 5,200 | 25,594 | — | 30,794 | 5,780 | 25,014 | — | |||||||||||
VALENCIA CROSSROADS | 17,913 | 17,357 | 237 | 17,921 | 17,586 | — | 35,507 | 5,025 | 30,482 | — | |||||||||||
VENTURA VILLAGE | 4,300 | 6,351 | 244 | 4,300 | 6,595 | — | 10,895 | 1,543 | 9,352 | — | |||||||||||
VILLAGE CENTER 6 | 3,885 | 10,799 | 3,275 | 3,885 | 14,074 | — | 17,959 | 4,137 | 13,822 | — | |||||||||||
VISTA VILLAGE IV | 2,281 | 2,712 | - | 2,281 | 2,712 | — | 4,993 | 193 | 4,800 | — | |||||||||||
WALKER CENTER | 3,840 | 6,418 | 499 | 3,840 | 6,917 | — | 10,757 | 1,694 | 9,063 | — | |||||||||||
WATERFORD TOWNE CENTER | 5,650 | 6,844 | 1,980 | 6,430 | 8,044 | — | 14,474 | 2,987 | 11,487 | — | |||||||||||
WELLEBY | 1,496 | 5,372 | 2,295 | 1,496 | 7,667 | — | 9,163 | 3,254 | 5,909 | — | |||||||||||
WELLINGTON TOWN SQUARE | 1,914 | 7,198 | 4,959 | 2,041 | 12,030 | — | 14,071 | 2,972 | 11,099 | — | |||||||||||
WEST PARK PLAZA | 5,840 | 4,992 | 406 | 5,840 | 5,398 | — | 11,238 | 1,265 | 9,973 | — | |||||||||||
WESTBROOK COMMONS | 3,366 | 11,928 | 1,106 | 3,366 | 13,034 | — | 16,400 | 2,401 | 13,999 | — | |||||||||||
WESTCHASE | 4,390 | 9,119 | 66 | 5,302 | 8,273 | — | 13,575 | 149 | 13,426 | 8,948 | |||||||||||
WESTCHESTER PLAZA | 1,857 | 6,456 | 1,087 | 1,857 | 7,543 | — | 9,400 | 2,474 | 6,926 | — | |||||||||||
WESTLAKE VILLAGE CENTER | 7,043 | 25,744 | 1,338 | 7,043 | 27,082 | — | 34,125 | 6,814 | 27,311 | — | |||||||||||
WESTRIDGE | 9,516 | 10,789 | 621 | 9,529 | 11,397 | — | 20,926 | 1,978 | 18,948 | — | |||||||||||
WHITE OAK - DOVER, DE | 2,147 | 2,927 | 139 | 2,144 | 3,069 | — | 5,213 | 1,429 | 3,784 | — | |||||||||||
WILLA SPRINGS SHOPPING CENTER | 2,004 | 9,267 | (26 | ) | 2,144 | 9,101 | — | 11,245 | 2,032 | 9,213 | — | ||||||||||
WINDMILLER PLAZA PHASE I | 2,620 | 11,191 | 2,058 | 2,638 | 13,231 | — | 15,869 | 3,296 | 12,573 | — | |||||||||||
WOODCROFT SHOPPING CENTER | 1,419 | 5,212 | 968 | 1,419 | 6,180 | — | 7,599 | 1,956 | 5,643 | — | |||||||||||
WOODMAN VAN NUYS | 5,500 | 6,835 | 344 | 5,500 | 7,179 | — | 12,679 | 1,771 | 10,908 | — | |||||||||||
WOODMEN PLAZA | 6,014 | 10,078 | 2,474 | 7,621 | 10,945 | — | 18,566 | 4,476 | 14,090 | — | |||||||||||
WOODSIDE CENTRAL | 3,500 | 8,846 | 312 | 3,500 | 9,158 | — | 12,658 | 2,062 | 10,596 | — | |||||||||||
OPERATING BUILD TO SUIT PROPERTIES | — | 14,446 | — | — | 14,446 | — | 14,446 | 4,284 | 10,162 | — | |||||||||||
945,120 | 1,849,762 | 264,474 | 968,859 | 2,090,497 | — | 3,059,356 | 497,498 | 2,561,858 | 203,239 | ||||||||||||
Initial Cost | Cost Capitalized Subsequent to Acquisition (b) | Total Cost | Accumulated Depreciation | Total Cost Net of Accumulated Depreciation | Mortgages | |||||||||||||||||
Shopping Centers (a) | Land | Building & Improvements | Land | Building & Improvements | Properties held for Sale | Total | ||||||||||||||||
Shops At Arizona | 3,293 | 2,320 | 693 | 3,063 | 3,243 | — | 6,306 | 827 | 5,479 | — | ||||||||||||
Shops At County Center | 9,766 | 10,863 | 597 | 9,957 | 11,269 | — | 21,226 | 975 | 20,251 | — | ||||||||||||
Shops At John’S Creek | 1,863 | 2,015 | (1 | ) | 1,863 | 2,014 | — | 3,877 | 316 | 3,561 | — | |||||||||||
Shops Of Santa Barbara | 9,477 | 1,331 | — | 9,477 | 1,331 | — | 10,808 | 1,497 | 9,311 | — | ||||||||||||
Signature Plaza | 2,055 | 4,159 | 80 | 2,396 | 3,898 | — | 6,294 | 855 | 5,439 | — | ||||||||||||
South Lowry Square | 3,420 | 9,934 | 525 | 3,434 | 10,445 | — | 13,879 | 2,685 | 11,194 | — | ||||||||||||
South Mountain | 934 | — | (788 | ) | 146 | — | — | 146 | — | 146 | — | |||||||||||
Southcenter | 1,300 | 12,251 | 499 | 1,300 | 12,750 | — | 14,050 | 3,226 | 10,824 | — | ||||||||||||
Southpoint Crossing | 4,399 | 11,116 | 1,132 | 4,412 | 12,235 | — | 16,647 | 3,182 | 13,465 | — | ||||||||||||
Starke | 71 | 1,674 | 9 | 71 | 1,683 | — | 1,754 | 342 | 1,412 | — | ||||||||||||
Sterling Ridge | 12,846 | 10,085 | 2,077 | 12,846 | 12,162 | — | 25,008 | 3,659 | 21,349 | — | ||||||||||||
Strawflower Village | 4,060 | 7,233 | 851 | 4,060 | 8,084 | — | 12,144 | 2,185 | 9,959 | — | ||||||||||||
Stroh Ranch | 4,138 | 7,111 | 1,220 | 4,280 | 8,189 | — | 12,469 | 2,955 | 9,514 | — | ||||||||||||
Sunnyside 205 | 1,200 | 8,703 | 756 | 1,200 | 9,459 | — | 10,659 | 2,484 | 8,175 | — | ||||||||||||
Tanasbourne Market | 3,269 | 10,861 | — | 3,269 | 10,861 | — | 14,130 | 377 | 13,753 | — | ||||||||||||
Tassajara Crossing | 8,560 | 14,900 | 564 | 8,560 | 15,464 | — | 24,024 | 3,856 | 20,168 | — | ||||||||||||
Thomas Lake | 6,000 | 10,302 | 326 | 6,000 | 10,628 | — | 16,628 | 2,773 | 13,855 | — | ||||||||||||
Town Square | 438 | 1,555 | 7,022 | 883 | 8,132 | — | 9,015 | 2,506 | 6,509 | — | ||||||||||||
Trace Crossing | 4,356 | 4,896 | (8,973 | ) | 279 | — | — | 279 | — | 279 | — | |||||||||||
Trophy Club | 2,595 | 10,467 | 556 | 2,595 | 11,023 | — | 13,618 | 2,671 | 10,947 | — | ||||||||||||
Twin City Plaza | 17,174 | 44,849 | (553 | ) | 17,245 | 44,225 | — | 61,470 | 3,669 | 57,801 | 43,647 | |||||||||||
Twin Peaks | 5,200 | 25,120 | 707 | 5,200 | 25,827 | — | 31,027 | 6,476 | 24,551 | — | ||||||||||||
Valencia Crossroads | 17,913 | 17,357 | 310 | 17,921 | 17,659 | — | 35,580 | 6,218 | 29,362 | — | ||||||||||||
Ventura Village | 4,300 | 6,351 | 297 | 4,300 | 6,648 | — | 10,948 | 1,728 | 9,220 | — | ||||||||||||
Village Center | 3,885 | 10,799 | 3,332 | 3,885 | 14,131 | — | 18,016 | 4,595 | 13,421 | — | ||||||||||||
Vista Village Iv | 2,281 | 2,712 | 59 | 2,287 | 2,765 | — | 5,052 | 420 | 4,632 | — | ||||||||||||
Walker Center | 3,840 | 6,418 | 814 | 3,840 | 7,232 | — | 11,072 | 1,924 | 9,148 | — | ||||||||||||
Welleby Plaza | 1,496 | 5,372 | 2,415 | 1,496 | 7,787 | — | 9,283 | 3,592 | 5,691 | — | ||||||||||||
Wellington Town Square | 1,914 | 7,198 | 5,060 | 2,041 | 12,131 | — | 14,172 | 3,365 | 10,807 | — | ||||||||||||
West Park Plaza | 5,840 | 4,992 | 767 | 5,840 | 5,759 | — | 11,599 | 1,435 | 10,164 | — | ||||||||||||
Westbrook Commons | 3,366 | 11,928 | (177 | ) | 3,366 | 11,751 | — | 15,117 | 2,809 | 12,308 | — | |||||||||||
Westchase | 4,390 | 9,119 | 66 | 5,302 | 8,273 | — | 13,575 | 444 | 13,131 | 8,743 | ||||||||||||
Westchester Plaza | 1,857 | 6,456 | 1,116 | 1,857 | 7,572 | — | 9,429 | 2,753 | 6,676 | — | ||||||||||||
Westlake Plaza And Center | 7,043 | 25,744 | 1,451 | 7,043 | 27,195 | — | 34,238 | 7,586 | 26,652 | — | ||||||||||||
Westridge Village | 9,516 | 10,789 | 621 | 9,529 | 11,397 | — | 20,926 | 2,495 | 18,431 | — | ||||||||||||
White Oak - Dover, De | 2,147 | 2,927 | 139 | 2,144 | 3,069 | — | 5,213 | 1,901 | 3,312 | — | ||||||||||||
Willa Springs | 2,004 | 9,267 | 212 | 2,144 | 9,339 | — | 11,483 | 2,351 | 9,132 | — | ||||||||||||
Windmiller Plaza Phase I | 2,620 | 11,191 | 2,068 | 2,638 | 13,241 | — | 15,879 | 3,746 | 12,133 | — | ||||||||||||
Woodcroft Shopping Center | 1,419 | 5,212 | 1,072 | 1,419 | 6,284 | — | 7,703 | 2,145 | 5,558 | — | ||||||||||||
Woodman Van Nuys | 5,500 | 6,835 | 360 | 5,500 | 7,195 | — | 12,695 | 1,968 | 10,727 | — | ||||||||||||
Woodmen Plaza | 6,014 | 10,078 | 2,547 | 7,621 | 11,018 | — | 18,639 | 5,123 | 13,516 | — | ||||||||||||
Woodside Central | 3,500 | 8,846 | 439 | 3,499 | 9,286 | — | 12,785 | 2,336 | 10,449 | — | ||||||||||||
Properties In Development | — | — | 1,078,685 | (200 | ) | 1,078,885 | — | 1,078,685 | 11,561 | 1,067,124 | — | |||||||||||
934,401 | 1,780,990 | 1,327,096 | 923,062 | 3,052,978 | 66,447 | 4,042,487 | 554,595 | 3,487,892 | 241,001 | |||||||||||||
(a) | See Item 2. Properties for geographic location and year acquired. |
(b) | The negative balance for costs capitalized subsequent to |
REGENCY CENTERS, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 20072008
(in thousands)
Depreciation and amortization of the Partnership’s investment in buildings and improvements reflected in the statements of operationoperations is calculated over the estimated useful lives of the assets as follows:
Buildings and improvements up to 40 years
The aggregate cost for Federal income tax purposes was approximately $2.4$3.4 billion at December 31, 2007.2008.
The changes in total real estate assets for the years ended December 31, 2008, 2007, 2006 and 2005:2006:
2007 | 2006 | 2005 | 2008 | 2007 | 2006 | |||||||||||||||
Balance, beginning of year | $ | 2,852,093 | 2,816,139 | 2,726,778 | $ | 3,965,285 | 3,467,543 | 3,229,816 | ||||||||||||
Developed or acquired properties | 255,335 | 233,138 | 303,303 | 365,267 | 545,814 | 426,583 | ||||||||||||||
Improvements | 15,995 | 18,022 | 16,876 | |||||||||||||||||
Sale of properties | (66,094 | ) | (209,396 | ) | (221,188 | ) | (202,758 | ) | (66,094 | ) | (179,624 | ) | ||||||||
Provision for loss on operating properties | — | (500 | ) | (550 | ) | |||||||||||||||
Reclass properties held for sale | — | (29,772 | ) | (43,661 | ) | |||||||||||||||
Improvements | 18,022 | 16,876 | 14,890 | |||||||||||||||||
Properties held for sale | (66,447 | ) | — | (25,608 | ) | |||||||||||||||
Provision for impairment | (34,855 | ) | — | (500 | ) | |||||||||||||||
Balance, end of year | $ | 3,059,356 | 2,826,485 | 2,779,572 | $ | 4,042,487 | 3,965,285 | 3,467,543 | ||||||||||||
The changes in accumulated depreciation for the years ended December 31, 2007, 2006 and 2005: |
| |||||||||||||||||||
2007 | 2006 | 2005 | ||||||||||||||||||
Balance, beginning of year | $ | 427,389 | 380,613 | 338,609 | ||||||||||||||||
Sale of properties | (5,960 | ) | (20,908 | ) | (21,182 | ) | ||||||||||||||
Reclass accumulated depreciation related to properties held for sale | — | (4,164 | ) | (7,094 | ) | |||||||||||||||
Depreciation for year | 76,069 | 71,848 | 70,280 | |||||||||||||||||
Balance, end of year | $ | 497,498 | 427,389 | 380,613 | ||||||||||||||||
The changes in accumulated depreciation for the years ended December 31, 2008, 2007, and 2006:
2008 | 2007 | 2006 | ||||||||
Balance, beginning of year | $ | 497,498 | 427,389 | 380,613 | ||||||
Depreciation for year | 88,509 | 76,069 | 71,847 | |||||||
Sale of properties | (19,771 | ) | (5,960 | ) | (20,907 | ) | ||||
Accumulated depreciation related to properties held for sale | (11,641 | ) | — | (4,164 | ) | |||||
Balance, end of year | $ | 554,595 | 497,498 | 427,389 | ||||||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9A. | Controls and Procedures |
Management’s Consideration of Controls over Property Sales to Co-Investment Partnerships
As a result of the error correction and restatement described in Note 2 to the accompanying Notes to the Consolidated Financial Statements, the Partnership re-evaluated the effectiveness of internal controls related to accounting for gains on property sales to co-investment partnerships prior to the filing of this Form 10-K. As part of the re-evaluation, we considered the internal controls necessary to effectively ensure that complex business transactions are properly accounted for under generally accepted accounting principles (GAAP). Relevant internal controls should ensure that:
Complex business transactions and provisions are identified.
Appropriate personnel discuss important accounting matters.
Relevant GAAP is identified, including any significant guidance changes.
Professional judgment is exercised in applying GAAP to complex business transactions.
Professional judgment is evaluated objectively by the Audit Committee.
The Partnership identified internal controls related to gains on sales to co-investment partnerships and re-evaluated the effectiveness of those controls in achieving the objectives noted above. The controls identified include:
Appropriate accounting personnel review co-investment partnership agreements prior to execution and amendments thereafter and property sales and distributions from co-investment partnerships to identify accounting implications.
Accounting personnel communicate with senior management to identify all relevant matters.
Experienced accounting personnel review GAAP to identify relevant guidance.
Management reviews GAAP guidance internally to determine how to appropriately account for complex transactions.
After internal discussions, management consults with appropriate accounting and legal experts, determines the appropriate application of GAAP and prepares financial statements.
Senior management communicates to the Audit Committee any significant changes in accounting policies as a result of new transactions or changes in GAAP. The Committee reviews management’s assessment and concurs, if in agreement. Any differences in assessment would be re-evaluated by management and resubmitted to the Committee.
After re-evaluating the design and operating effectiveness of the controls noted above, management has determined that we have effective internal controls to ensure that complex business transactions are properly accounted for under GAAP. Management has determined that the restatement of quarterly financial information and cumulative balance sheet information as described in Note 18 does not indicate a material weakness in our internal control over financial reporting. Management has determined the restatement was the result of a misinterpretation of relevant guidance in an area where clear guidance is not available and no consensus on accounting treatment has been established among accounting or industry experts. Therefore, the Partnership applied its judgment based on the best information available.
In evaluating the gain treatment, the Partnership properly identified provisions with significant accounting implications; identified relevant GAAP, including SFAS No. 66; discussed important accounting matters with internal personnel, and accounting and legal experts; and exercised professional judgment in applying GAAP to the partial gains on property sales to co-investment partnerships.
The Partnership has concluded that the controls noted above provide reasonable assurance that GAAP will be applied appropriately to future complex business transactions.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of Regency’s (our General Partner)our management, including itsour chief executive officer, chief operating officer and chief financial officer, we conducted an evaluation of the Partnership’sour disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our chief executive officer chief operating officer and our chief financial officer concluded that our 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 that we file or submit 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 Partnershipus in the reports we file or submit is accumulated and communicated to management, including our chief executive officer chief operating officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our 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). Under the supervision and with the participation of our management, including our chief executive officer chief operating officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework inInternal Control — Integrated Framework,, our management concluded that our internal control over financial reporting was effective as of December 31, 2007.2008.
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 Parternship’sour internal control over financial reporting.
RCLP’sOur 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 matermatter 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
ThereIn connection with the preparation of the year-end financial statements, management updated its policies and procedures to implement the Restricted Gain Method as described in Note 1(b) to the accompanying Notes to the Consolidated Financial Statements. The Restricted Gain Method ensures maximum gain deferral on property sales to certain co-investment partnership with distribution-in-kind provisions upon liquidation. The policy and procedure updates consist of new procedures and end user computing applications for the calculation of gain, and monitoring for distributions-in-kind and compliance with the new policies.
Other than described above, there have been no changes in the Partnership’s internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 20072008 and that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal controls over financial reporting.
Item 9B. | Other Information |
Not applicable
Item 10. | Directors, Executive Officers and Corporate Governance |
Information concerning the directors of Regency is incorporated herein by reference to Regency’s 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 its 20082009 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 Regency’s 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 its 20082009 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 the directors or executive officers of Regency is incorporated herein by reference to Regency’s 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 its 20082009 Annual Meeting of Stockholders.
Code of Ethics. We have adopted a code of ethics applicable to Regency’s 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 |
Incorporated herein by reference to Regency’s 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 its 20082009 Annual Meeting of Stockholders.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Equity Compensation Plan Information
(a) | (b) | (c) | (a) | (b) | (c) | |||||||||
Plan Category | Number of Regency 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 Regency securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 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 | 717,561 | $ | 50.05 | 574,027 | $ | 51.24 | ||||||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||
Total | 717,561 | $ | 50.05 | 574,027 | $ | 51.24 | ||||||||
(1) | The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock. |
(2) | Regency’s Long Term Omnibus Plan, as amended and approved by stockholders at Regency’s 2003 annual meeting, provides for the issuance of up to 5.0 million shares of common stock or stock options for stock compensation; however, outstanding unvested grants plus vested but unexercised options cannot exceed 12% of Regency’s outstanding common stock and common stock equivalents (excluding options and other stock equivalents outstanding under the plan). The plan permits the grant of any type of share-based award but limits restricted stock awards, stock rights awards, performance shares, dividend equivalents settled in stock and other forms of stock grants to 2.75 million shares, of which |
Information about security ownership is incorporated herein by reference to Regency’s 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 its 20082009 Annual Meeting of Stockholders.
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Incorporated herein by reference to Regency’s 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 its 20082009 Annual Meeting of Stockholders.
Item 14. | Principal Accountant Fees and Services |
Incorporated herein by reference to Regency’s 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 its 20082009 Annual Meeting of Stockholders.
Item 15. | Exhibits and Financial Statement Schedules |
(a) | Financial Statements and Financial Statement Schedules: |
Regency Centers, L.P. 2007 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.
(b) | Exhibits: | |||||
3. | Articles of Incorporation and Bylaws |
(a) | Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. |
(b) | Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended (incorporated by reference to Exhibit 10(l) of Regency Centers Corporation’s Form 10-K filed March 12, 2004). |
(i) | Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. relating to 6.70% Series 5 Cumulative Redeemable Preferred Units, effective as of July 28, 2005 (incorporated by reference to Exhibit 3.3 to Regency Centers Corporation Form 8-K filed August 1, 2005). |
(ii) | Amended and Restated Amendment dated January 1, 2008 to Fourth Amended and Restated Agreement of Limited Partnership Relating to 7.45% Series 3 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 10.1 of Regency Centers, L.P.’s Form 8-K filed January 7, 2008). |
(iii) | Amended and Restated Amendment dated January 1, 2008 to Fourth Amended and Restated Agreement of Limited Partnership Relating to 7.25% Series 4 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 10.1 of Regency Centers, L.P.’s Form 8-K filed January 7, 2008). | |||||
4. | (a) | See Exhibit 3(b) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders. |
(b) | Indenture dated March 9, 1999 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-3 of Regency Centers, L.P., No. 333-72899). |
(c) | Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to Exhibit 4.4 of Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763). |
(i) | First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., Regency 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 June 5, 2007). |
(d) | Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by referenced to Exhibit 4.1 of Form S-4 of Regency Centers, L.P. filed August 5, 2005, No. 333-127274). |
10. | Material Contracts |
(a) | Second Amended and Restated Credit Agreement dated as of February 9, 2007 by and among Regency Centers, L.P., Regency, each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to Regency Centers Corporation Form 10-Q filed May 9, 2007). |
(i) | First Amendment to Second Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed May 8, 2008). |
(b) | Credit Agreement dated as of March 5, 2008 by and among Regency Centers, L.P., Regency, 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 May 8, 2008). |
(c) | Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of June 1, 2005 by and among Regency Centers, L.P., Macquarie CountryWide (US) No. 2 LLC, Macquarie-Regency Management, LLC, Macquarie CountryWide (US) No. 2 Corporation and Macquarie CountryWide Management Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q of Regency Centers Corporation filed August 8, 2005). |
Purchase Agreement and Amendment to Amended and Restated Limited Liability Agreement relating to Macquarie CountryWide-Regency II, L.L.C. dated as of January 13, 2006 among Macquarie CountryWide (U.S.) No. 2 LLC, Regency Centers, L.P., and Macquarie-Regency Management, LLC (incorporated by reference to Exhibit 10.1 to Form 10-Q of Regency Centers Corporation filed May 8, 2006). |
Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to Form 10-K of Regency Centers Corporation filed February 27, 2007). |
21. | Subsidiaries of the Registrant. |
23. | Consent of KPMG LLP. |
31.1 | Rule 15d-14 Certification of Chief Executive Officer. |
31.2 | Rule 15d-14 Certification of Chief Financial Officer. |
32.1 | Section 1350 Certification of Chief Executive Officer. |
32.2 | Section 1350 Certification of Chief Financial Officer. |
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.
REGENCY CENTERS, | ||||
March 17, 2009 | ||||
/s/ Martin E. Stein, Jr. | ||||
Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer |
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.
March 17, 2009 | /s/ Martin E. Stein, Jr. | |||
Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer | ||||
March 17, 2009 | /s/ Mary Lou Fiala | |||
Mary Lou Fiala, Vice Chairman and Chief Operating Officer | ||||
March 17, 2009 | /s/ Brian M. Smith | |||
Brian M. Smith, President, Managing Director, and Chief Investment Officer | ||||
March 17, 2009 | /s/ Bruce M. Johnson | |||
Bruce M. Johnson, Executive Vice President, Managing Director, Chief Financial Officer (Principal Financial Officer), and Director | ||||
March 17, 2009 | /s/ J. Christian Leavitt | |||
J. Christian Leavitt, Senior Vice President, Secretary, and Treasurer (Principal Accounting Officer) | ||||
March 17, 2009 | /s/ Raymond L. Bank | |||
Raymond L. Bank, Director | ||||
March 17, 2009 | /s/ C. Ronald Blankenship | |||
C. Ronald Blankenship, Director | ||||
March 17, 2009 | /s/ A. R. Carpenter | |||
A. R. Carpenter, Director |
March 17, 2009 | /s/ J. Dix Druce | |||
J. Dix Druce, Director | ||||
March 17, 2009 | /s/ Douglas S. Luke | |||
Douglas S. Luke, Director | ||||
March 17, 2009 | /s/ John C. Schweitzer | |||
John C. Schweitzer, Director | ||||
March 17, 2009 | /s/ Thomas G. Wattles | |||
Thomas G. Wattles, Director | ||||
March 17, 2009 | /s/ Terry N. Worrell | |||
Terry N. Worrell, Director |
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