SECURITIES AND EXCHANGE
COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 1, 2005
REGENCY
CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
| Florida |
|
59-3191743 |
| (State or other |
001-12298 |
(IRS Employer |
| jurisdiction of incorporation) |
(Commission File Number) |
Identification No.) |
| 121 West Forsyth Street, Suite 200 |
32202 |
|
Jacksonville, Florida |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number including area code: (904)-598-7000
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ONLY AMENDED ITEM 9.01
IS REPORTED HEREIN.
The registrant hereby voluntarily
amends its Current Report on Form 8-K dated June 1, 2005, as amended by its Form 8-K/A
filed on July 20, 2005, in order to provide an unaudited pro forma consolidated statement
of operations for the year ended December 31, 2005.
| Item 9.01 |
Financial Statements and Exhibits |
| |
(a) |
Financial
Statements of Business Acquired. |
| |
Audited
Combined Historical Summary of Revenue and Certain Expenses for the Year Ended December
31, 2004 and the unaudited Historical Summaries of Combined Revenue and Certain Expenses
for the Three Months Ended March 31, 2005 and 2004 (previously filed). |
| |
(b) |
Pro
Forma Financial Information. |
| |
(i) |
Unaudited
Pro Forma Balance Sheet as of March 31, 2005 and unaudited Pro Forma
Consolidated Statements of Operations for the three months ended
March 31, 2005 and the year ended December 31, 2004 (previously
filed). |
| |
(ii) |
Unaudited
Pro Forma Consolidated Statements of Operations for the year ended
December 31, 2005 (attached as Exhibit 99.3). |
| Exhibit |
Description |
10.1 |
$275,000,000 Credit Agreement dated as of June 1, 2005 by and among Regency Centers, L.P. as |
|
Borrower, Regency Centers Corporation as Guarantor, each of the Lenders signatory thereto, and |
|
Wells Fargo Bank, National Association, as Agent (incorporated by reference to Exhibit 10(s) to |
|
the registrant's Form 10-K for the year ended December 31, 2005). |
10.2 |
Amended and Restated Limited Liability Company Agreement 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(t) to the registrant's Form 10-K for the year ended |
|
December 31, 2005). |
10.3 |
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 (US) No. 2 LLC, Regency Centers, L.P. and Macquarie-Regency Management, LLC |
|
(incorporated by reference to Exhibit 10.1 to the registrant's 10-K for the quarter ended |
|
March 31, 2006). |
2
23.1 |
Consent of PricewaterhouseCoopers, LLP (incorporated by reference to Exhibit 23.1 to the |
|
registrant's Form 8-K/A filed on July 20, 2005). |
99.1 |
Unaudited Pro Forma Balance Sheet as of March 31, 2005 and unaudited Pro Forma Consolidated |
|
Statements of Operations for the three months ended March 31, 2005 and the year ended |
|
December 31, 2004 (incorporated by reference to Exhibit 99.1 to the registrant's Form 8-K/A |
|
filed on July 20, 2005). |
99.2 |
Audited Combined Historical Summary of Revenue and Certain Expenses for the Year Ended December |
|
31, 2004 and the unaudited Historical Summaries of Combined Revenue and Certain Expenses for |
|
the Three Months Ended March 31, 2005 and 2004 (incorporated by reference to Exhibit 99.2 to |
|
the registrant's Form 8-K/A filed on July 20, 2005). |
99.3 |
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005. |
3
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
REGENCY CENTERS CORPORATION
(registrant) |
Date: May 17, 2006 |
By: /s/ J. Christian Leavitt |
|
J. Christian Leavitt, , Senior Vice President |
|
and Chief Accounting Officer |
|
|
4
Exhibit 99.3
INDEX
REGENCY CENTERS
CORPORATION:
| Unaudited Pro Forma Consolidated Statement of Operations |
|
| for the Year Ended December 31, 2005 |
F-1 |
Notes to Unaudited Pro Forma Consolidated Statement of Operations |
F-2 |
REGENCY CENTERS
CORPORATION
Pro Forma Consolidated
Statement of Operations
For the year ended December 31, 2005
(Unaudited)
(in thousands, except
per share data)
|
Historical
Regency Centers
Corporation(a)
|
Pro Forma
Adjustments(b)
|
Total
Pro Forma
Consolidated
|
| Revenues: |
|
|
| |
|
| |
|
| |
|
| Minimum rent | | |
$ | 283,626 |
|
| -- |
|
| 283,626 |
|
| Percentage rent | | |
| 4,353 |
|
| -- |
|
| 4,353 |
|
| Recoveries from tenants | | |
| 80,948 |
|
| -- |
|
| 80,948 |
|
| Management fees and commissions | | |
| 28,019 |
|
| 1,029 |
(6) |
| 29,048 |
|
| Equity in income of investments in | | |
| real estate partnerships | | |
| (2,908 |
) |
| (9,265 |
)(4) |
| (6,289 |
) |
| | |
| |
|
| 5,884 |
(8) |
|
|
|
|
| Total revenues | | |
| 394,038 |
|
| (2,352 |
) |
| 391,686 |
|
|
|
|
|
| Operating expenses: | | |
| Depreciation and amortization | | |
| 80,653 |
|
| -- |
|
| 80,653 |
|
| Operating and maintenance | | |
| 51,709 |
|
| -- |
|
| 51,709 |
|
| General and administrative | | |
| 37,815 |
|
| 1,667 |
(5) |
| 39,482 |
|
| Real estate taxes | | |
| 40,582 |
|
| -- |
|
| 40,582 |
|
| Other expenses | | |
| 2,758 |
|
| -- |
|
| 2,758 |
|
|
|
|
|
| Total operating expenses | | |
| 213,517 |
|
| 1,667 |
|
| 215,184 |
|
|
|
|
|
| Other expense (income) | | |
| Interest expense, net of interest income | | |
| 87,424 |
|
| 3,135 |
(7) |
| 86,367 |
|
| | |
| |
|
| (4,192 |
)(8) |
| Gain on sale of operating properties and properties in development | | |
| (18,970 |
) |
| -- |
|
| (18,970 |
) |
| Provision for loss on operating properties | | |
| 550 |
|
| -- |
|
| 550 |
|
| Other income | | |
| -- |
|
| -- |
|
| -- |
|
|
|
|
|
| Total other expense (income) | | |
| 69,004 |
|
| (1,057 |
) |
| 67,947 |
|
|
|
|
|
| Income before minority interests | | |
| 111,517 |
|
| (2,962 |
) |
| 108,555 |
|
| Minority interest of preferred units | | |
| (8,105 |
) |
| -- |
|
| (8,105 |
) |
| Minority interest of exchangeable operating partnership units | | |
| (2,083 |
) |
| -- |
|
| (2,083 |
) |
| Minority interest of limited partners | | |
| (263 |
) |
| -- |
|
| (263 |
) |
|
|
|
|
| Income from continuing operations | | |
$ | 101,066 |
|
| (2,962 |
) |
| 98,104 |
|
|
|
|
|
| Income from continuing operations per share: | | |
| Basic | | |
$ | 1.29 |
|
| |
|
| 1.17 |
|
| Diluted | | |
$ | 1.28 |
|
| |
|
| 1.16 |
|
| |
(a) |
Amounts are derived from the Consolidated Statement of Operations included in
the Company’s Annual Report on Form 10-K for the year ended December 31,
2005. |
| |
(b) |
See the accompanying notes for references to Pro Forma Adjustments. |
The accompanying notes are an
integral part of these statements.
F-1
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
| 1. |
Summary
of Condensed Accounting Policies |
| (a) |
Pro
Forma Basis of Presentation |
| |
The
pro forma consolidated statement of operations is based upon the 2005 historical
financial information of Regency Centers Corporation (“Regency” or the “Company”),
the historical 2005 financial information of the Macquarie- CountryWide-Regency II, LLC (“MCWR
II”) from inception on June 1, 2005, and the historical financial information of the
MCWR II Acquisition Properties (the “First Washington Portfolio”) described
below in note 2, as if Regency’s investment in MCWR II, which acquired the First
Washington Portfolio on June 1, 2005 had occurred on January 1, 2005. In management’s
opinion, all adjustments necessary to reflect these transactions have been included. |
| |
The
unaudited pro forma consolidated statement of operations should be read in conjunction
with the Company’s Current Reports on Form 8-K filed on March 3, 2006, January 1,
2006, June 13, 2005, June 1, 2005, March 30, 2005, March 28, 2005, February 14, 2005,
February 3, 2005 and February 2, 2005, its Annual Report on Form 10-K for the year ended
December 31, 2005, and its Quarterly Report on Form 10-Q for the three months ended March
31, 2006. |
| |
The
First Washington Portfolio acquisition was accounted for as a purchase business
combination by MCWR II. At December 31, 2005, MCWR II was owned 64.95% by an affiliate of
Macquarie Countrywide Trust (“MCW”), 34.95% by Regency and 0.1% by
Macquarie-Regency Management, LLC (“US Manager”). US Manager is owned 50% by
Regency and 50% by an affiliate of Macquarie Bank Limited. Including its share of US
Manager, Regency’s effective ownership was 35% and is reflected as such in the
accompanying historical column of the pro forma consolidated statement of operations. The
consideration paid by MCW and Regency was used as the valuation basis for the First
Washington Portfolio. The costs of the assets acquired and liabilities assumed in
conjunction with the First Washington Portfolio were revalued based on their respective
fair values as of the effective date of the acquisition. The unaudited pro forma
adjustments, including the purchase accounting adjustments, were based on information and
estimates that the Company believes are reasonable. The Company accounts for its
investment in MCWR II as an unconsolidated investment in real estate partnerships. The
Company has determined that MCWR II is not a variable interest entity, and therefore
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 MCWR II, are subject to the approval of all partners of both MCWR II
and US Manager. |
| |
In
January 2006, Regency sold a portion of its investment in MCWR II to MCW for cash of
$113.2 million and reduced its ownership interest from 35% to 24.95%. The proceeds from
the sale were used to reduce Regency’s unsecured line of credit. Subsequent to the
sale, MCWR II was owned 75% by MCW’s affiliate, 24.90% by Regency and 0.1% by US
Manager. US Manager manages the MCWR II portfolio of properties. |
| |
The
pro forma financial information contained in this pro forma consolidated statement of
operations may not necessarily be indicative of what actual results of the Company would
have been if such transactions had been completed as of the dates indicated nor does it
purport to represent the results of operations for future periods. |
| |
The
Company has elected to be treated as a Real Estate Investment Trust (“REIT”)
pursuant to the Internal Revenue Code of 1986, as amended. As a REIT, the majority of the
Company’s operations will generally not be subject to Federal income tax on taxable
income distributed currently to its stockholders. However, an affiliate of the Company,
Regency Realty Group, Inc., is a taxable REIT subsidiary (“TRS”). A TRS is
permitted to engage in non-qualifying REIT activities and the taxable income of a TRS is
subject to Federal, state, and local income taxes. Deferred income taxes relate primarily
to the TRS and are accounted for using the asset and liability method. |
F-2
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
| 1. |
Summary
of Condensed Accounting Policies |
| (b) |
Real
Estate Investments |
| |
The
Company allocates 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
allocating a portion of the purchase price of a property to intangible assets. The
Company’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 comparable 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 amortized to expense over the estimated weighted-average
remaining lease lives. |
| |
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 estimates 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 base rental revenue over the remaining terms of the respective leases. The
value of below-market leases is accreted as an increase to base rental revenue over the
remaining terms of the respective leases, including renewal options. |
| |
The
Company allocates no value to customer relationship intangibles if it has pre-existing
business relationships with the major retailers in the acquired property because the
customer relationships associated with the acquired property provide no incremental value
over the Company’s existing relationships. |
F-3
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
| 2. |
Investment
in Real Estate Partnerships |
| |
On
June 1, 2005, MCWR II closed on the acquisition of 100 retail shopping centers totaling
approximately 12.8 million square feet located throughout 17 states and the District of
Columbia from a joint venture between CalPERS and an affiliate of First Washington
Realty, Inc. (the “Sellers”) pursuant to a Purchase and Sale Agreement dated
February 14, 2005. The purchase price was approximately $2.8 billion, including the
assumption or issuance of mortgage debt of approximately $1.6 billion on the properties
acquired. |
| |
On
June 1, 2005, Regency entered into a credit agreement that provided for a $275 million
unsecured term loan maturing on March 1, 2006 (the “Bridge Loan”). The facility
was fully drawn on the closing date and was subsequently paid off during 2005. Interest
accrued at a floating rate of LIBOR plus 65 basis points. The purpose of the Bridge Loan
was to finance Regency’s 35% equity investment in MCWR II, the joint venture that
acquired the First Washington Portfolio. Regency’s required equity investment not
drawn from the Bridge Loan was drawn from its line of credit (the “Existing Line of
Credit”). |
| |
On
March 30, 2005, Regency entered into a forward stock purchase contract with Citibank
pursuant to which Regency agreed to issue 4.3 million of its common shares and Citibank
agreed to purchase the shares at $46.60 per share. The net proceeds of approximately $200
million were used to reduce the balance of the Bridge Loan described above. The forward
stock purchase contract settled during August and September 2005. Regency did not receive
any proceeds from the sale of common stock prior to the settlement date. The shares
associated with the offering are included in the calcultion of earnings per share as if
the offering settled on January 1, 2005 (see note 9). |
| |
On
January 1, 2006, Regency sold a portion of its investment in MCWR II to MCW for cash of
$113.2 million and reduced its ownership interest from 35% to 24.95%. The proceeds from
the sale were used to reduce Regency’s unsecured line of credit. Subsequent to the
sale, MCWR II was owned 75% by MCW’s affiliate, 24.90% by Regency and 0.1% by US
Manager. Regency has filed its Form 10-Q for the period ended March 31, 2006. Regency’s
consolidated balance sheet at March 31, 2006 and the consolidated statement of operations
for the three months ended March 31, 2006 reflect Regency’s investment in MCWR II at
24.95%. |
| |
Acquisition
of the First Washington Portfolio by MCWR II (in thousands): |
| Total cost of the First Washington Portfolio including closing costs |
|
|
$ | 2,797,303 |
|
| Less: Debt issued and mortgages assumed by MCWR II | | |
| 1,664,403 |
|
|
| |
| Member Equity Requirement | | |
$ | 1,132,900 |
|
|
| |
| Equity contribution by MCWR II members: | | |
| MCW Equity Contribution (65% Ownership) | | |
| 736,385 |
|
| Regency Equity Contribution (35% Ownership) | | |
| 396,515 |
|
|
| |
| Total Equity Contributed by all members | | |
$ | 1,132,900 |
|
|
| |
| Regency equity contribution provided from: | | |
| Common stock offering | | |
| 199,916 |
|
| Bridge Loan | | |
| 75,084 |
|
| Existing Line of Credit | | |
| 121,515 |
|
|
| |
| Pro Forma Investment in Real Estate Partnerships | | |
$ | 396,515 |
|
|
| |
| Partial sale of Regency's investment in MCWR II to MCW | | |
| 113,156 |
|
|
| |
| Pro Forma Investment in Real Estate Partnerships after partial sale | | |
$ | 283,359 |
|
|
| |
F-4
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
| 3. |
Statement
of Operations and Pro Forma MCWR II Joint Venture |
| |
The
following summarizes the historical operations of MCWR II and the First Washington
Portfolio and the pro forma adjustments of MCWR II. The Pro Forma MCWR II results are
used for purposes of determining Regency’s equity in net income (loss) as determined
in note 4 below because the Company accounts for its investment in MCWR II on the equity
method. |
|
For the Year Ended, December 31, 2005
|
|
MCWR II
Historical (a)
|
First Washington
Porfolio
Historical (b)
|
Pro Forma
Adjustments
|
Pro Forma
MCWR II
|
| Minimum rents, and recoveries of |
|
|
| |
|
| |
|
| |
|
| |
|
| operating expenses, real estate taxes | | |
| and insurance | | |
$ | 142,965 |
|
| 96,013 |
|
| 5,634 |
(d) |
| 244,612 |
|
|
| |
| |
| |
| |
| Total Revenues | | |
| 142,965 |
|
| 96,013 |
|
| 5,634 |
|
| 244,612 |
|
|
| |
| |
| |
| |
| Operating expenses, real estate taxes | | |
| and insurance | | |
| 34,140 |
|
| 29,118 |
|
| 45 |
(c) |
| 63,303 |
|
| Depreciation and amortization | | |
| 92,748 |
|
| -- |
|
| 66,154 |
(d) |
| 158,902 |
|
| Interest expense | | |
| 48,161 |
|
| -- |
|
| 32,796 |
(e) |
| 80,957 |
|
| Other | | |
| 194 |
|
| 194 |
|
|
| |
| |
| |
| |
| Total Operating Expenses | | |
| 175,243 |
|
| 29,118 |
|
| 98,995 |
|
| 303,162 |
|
|
| |
| |
| |
| |
| Net (loss) | | |
$ | (32,278 |
) |
| 66,895 |
|
| (93,361 |
) |
| (58,550 |
) |
|
| |
| |
| |
| |
| (a) |
Amounts are
derived from the unaudited statement of operations for MCWR II for the 7 month period
from inception beginning June 1, 2005 through December 31, 2005. MCWR II acquired the
First Washington Portfolio on June 1, 2005. |
| (b) |
Amounts are
derived from the unaudited combined historical summary of revenue and certain expenses
for the 5 months ended May 31, 2005, prepared in a manner consistent with Rule 3-14 of
Regulation S-X. |
F-5
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
|
Year
Ended
December 31,
2005
|
| |
|
|
| |
|
| 3. |
Statement
of Operations and Pro Forma MCWR II Joint Venture (continued): Pro Forma
Adjustments to MCWR II Joint Venture Operations: |
| |
(c) |
Property
Management Fees: |
| |
Adjustment
to reflect property management fees in accordance with the current management agreements
on the First Washington Portfolio for the 5 months preceeding the acquisition
date. |
| 3% of gross revenues per the management agreement |
|
|
$ | 2,880 |
|
| Management fees currently included in the First Washington Portfolio | | |
| (2,835 |
) |
|
|
| Property management fee adjustment for the 5 month period | | |
$ | 45 |
|
|
|
| |
(d) |
Depreciation
and Amortization: |
| |
Adjustment
to reflect the depreciation of the fair value of the tangible property acquired on an
“as-if vacant” method, and the amortization of intangible assets, which includes
in-place leases; and above- and below- market rents for the 5 month period
preceeding the acquisition date. |
| Depreciable fair value of building and improvements acquired |
|
|
$ | 1,487,468 |
|
|
|
| Annual Depreciation expense | | |
| 77,443 |
|
| Less: Depreciation included in the MCWR II historical results | | |
| 45,175 |
|
|
|
| Depreciation adjustment for 5 months | | |
$ | 32,268 |
|
|
|
| Weighted average life in years of building and improvements acquired | | |
| 23 |
|
Fair value of intangible lease assets acquired | | |
$ | 196,384 |
|
|
|
| Annual amortization adjustment | | |
| 81,326 |
|
| Less: amortization included in the MCWR II historical results | | |
| 47,440 |
|
|
|
| Amortization adjustment for 5 months | | |
$ | 33,886 |
|
|
|
| Weighted average life in years of intangible lease assets acquired | | |
| 3 |
|
Total depreciation and amortization adjustment for 5 months | | |
$ | 66,154 |
|
|
|
Net fair value of above and below market rents acquired (net liability) | | |
$ | (52,137 |
) |
|
|
| Annual amortization adjustment to increase base rent revenue | | |
| 13,521 |
|
| Less: amortization included in the MCWR II historical results as part of base rent | | |
| 7,887 |
|
|
|
| Amortization adjustment for 5 months to increase base rent revenue | | |
$ | 5,634 |
|
|
|
| Weighted average life in years of market rents acquired | | |
| 4 |
|
| |
(e) |
Interest
Expense of Notes and Mortgages of MCWR II: |
| |
Adjustment
to reflect interest expense on the fixed rate mortgages notes and line of credit
outstanding as of the acquisition date for the 5 months preceeding the
acquisition date. Interest rates on fixed rate debt are based upon actual fixed
rates and variable rates are based on LIBOR interest rates at the time of the closing. |
| Debt Type |
Debt Amount |
Interest Rate |
|
| Fixed Rate |
|
|
| 1,329,617 |
|
| 5.07% |
|
$ | 28,088 |
|
| Variable | | |
| 334,786 |
|
| |
|
| 4,708 |
|
| Current variable rate for period (current LIBOR plus 35 bp) | | |
| |
|
| |
|
| 3.375 |
% |
|
|
|
|
| Interest expense for the period | | |
| |
|
| |
|
$ | 32,796 |
|
|
|
|
|
F-6
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
|
Year
Ended
December 31,
2005
|
| |
|
|
| |
|
| 4. |
Equity
in Income (loss) from Investments in Real Estate Partnerships: |
| |
Adjustment
to reflect Regency’s 35% share of the net income (loss) of MCWR II. |
|
|
| MCWR II pro forma net (loss) per note 3 above |
|
|
$ | (58,550 |
) |
| Regency equity ownership | | |
| 35 |
% |
|
|
| Regency’s pro forma share of net (loss) for the year ended 2005 | | |
| (20,493 |
) |
| Less: amounts included in Regency’s 2005 historical financial statements | | |
| (11,228 |
) |
|
|
| Adjustment for the 5 months preceeding the acquisition date | | |
$ | (9,265 |
) |
|
|
| 5. |
General
and Administrative Expenses: |
|
|
| Adjustment to reflect new salaries and general overhead associated with hiring |
|
|
| |
|
| employees to manage the 100 properties acquired by MCWR II for the 5 months | | |
| preceeding the acquisition date | | |
$ | 1,667 |
|
|
|
| 6. |
Property
Management Fee Income: |
|
|
| Adjustment to record property management fees paid to Regency equal to 50% of the |
|
|
| |
|
| fees incurred by MCWR II and paid to US Manager for the 5 months preceeding the | | |
| acquisition date. US Manager is owned 50% by Regency | | |
$ | 1,029 |
|
|
|
| 7. |
Interest
costs on new debt incurred directly by Regency exclusive of MCWR II: |
| |
Adjustment
to reflect the interest expense for the 5 months preceeding the acquisition date on debt
incurred to finance Regency’s equity contribution into MCWR II. Variable
interest rates are based upon LIBOR interest rates at the date of the
acquisition. |
|
|
| Bridge Loan |
|
|
$ | 75,084 |
|
| Existing Line of Credit | | |
$ | 121,515 |
|
| Current LIBOR rate for period | | |
| 3.375 |
% |
| Interest rate on Bridge Loan (avg LIBOR + 65bp) | | |
| 4.025 |
% |
| Interest rate on Existing Line of Credit (avg LIBOR+33bp) | | |
| 3.705 |
% |
Interest Expense to finance Regency’s equity in MCWR II | | |
$ | 3,135 |
|
|
|
| 8. |
Partial
sale of Regency's Investment in MCWR: |
| |
Adjustments
to reflect a reduction in Regency’s equity in loss of MCWR II from 35% to 25% and to
reduce the interest expense on its line of credit as if the partial sale of
Regency’s interest in MCWR II had been completed on January 1, 2005 (see note 2). |
|
|
| MCWR II pro forma net (loss) per note 4 above |
|
|
$ | (58,550 |
) |
| Regency equity ownership sold | | |
| 10.05 |
% |
|
|
| Reduction to Regency’s pro forma share of net (loss) for the year ended 2005 | | |
$ | 5,884 |
|
|
|
Reduction to Regency’s line of credit by the amount of the sales proceeds | | |
$ | 113,156 |
|
| Interest rate on Existing Line of Credit (avg LIBOR+33bp) | | |
| 3.705 |
% |
|
|
| Annual interest reduction from partial sale | | |
$ | (4,192 |
) |
|
|
F-7
REGENCY CENTERS
CORPORATION
Notes to Pro Forma Consolidated
Statement of Operations
December 31, 2005
(Unaudited)
(in thousands, except per share
data)
|
For the year ended December 31, 2005
|
|
Regency
Historical
|
Pro Forma
Adjustments
|
Regency
Pro Forma
|
| Numerator: |
|
|
| |
|
| |
|
| |
|
| Income from continuing operations | | |
$ | 101,066 |
|
| (2,962 |
) |
| 98,104 |
|
| Less: Preferred dividends paid | | |
| (16,744 |
) |
| |
|
| (16,744 |
) |
| Less: Dividends paid on unvested restricted stock | | |
| (1,109 |
) |
| |
|
| (1,109 |
) |
|
|
|
|
| | |
|
| |
|
| |
|
| Net income for common stockholders - basic | | |
$ | 83,213 |
|
| |
|
| 80,251 |
|
| Other adjustments | | |
| 216 |
|
| |
|
| 216 |
|
|
|
|
|
| | |
| -- |
|
| |
|
| -- |
|
| Net income for common stockholders - diluted | | |
$ | 83,429 |
|
| |
|
| 80,467 |
|
|
|
|
|
| | |
| |
|
| |
|
| |
|
| Denominator: | | |
| Weighted average common shares outstanding | | |
| for basic EPS | | |
| 64,459 |
|
| 4,313 |
(2) |
| 68,772 |
|
| Incremental shares to be issued using the Treasury Method: | | |
| For common stock options | | |
| 226 |
|
| |
|
| 226 |
|
| For unvested restricted stock | | |
| 98 |
|
| |
|
| 98 |
|
| For the forward equity offering | | |
| 149 |
|
| |
|
| 149 |
|
|
|
|
|
| | |
| -- |
|
| |
|
| -- |
|
| Weighted average common shares outstanding | | |
| for diluted EPS | | |
| 64,932 |
|
| |
|
| 69,245 |
|
|
|
|
|
| | |
| |
|
| |
|
| |
|
| Income from continuing operations per share: | | |
| Basic | | |
$ | 1.29 |
|
| |
|
| 1.17 |
|
| Diluted | | |
$ | 1.28 |
|
| |
|
| 1.16 |
|
F-8
