XML 30 R33.htm IDEA: XBRL DOCUMENT v2.4.0.6
Investments in Real Estate Partnerships (Tables)
12 Months Ended
Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]  
Schedule of Equity Method Investments [Table Text Block]
As of December 31, 2012, scheduled principal repayments on notes payable of the investments in real estate partnerships were as follows (in thousands): 
Scheduled Principal Payments by Year:
 
Scheduled
Principal
Payments
 
Mortgage Loan
Maturities
 
Unsecured
Maturities
 
Total
 
Regency’s
Pro-Rata
Share
2013
$
19,176

 
24,373

 

 
43,549

 
15,949

2014
 
21,289

 
53,015

 
21,660

 
95,964

 
27,254

2015
 
21,895

 
130,796

 

 
152,691

 
49,619

2016
 
19,139

 
374,257

 

 
393,396

 
127,888

2017
 
18,437

 
200,635

 

 
219,072

 
51,610

Beyond 5 Years
 
77,039

 
833,680

 

 
910,719

 
325,272

Unamortized debt premiums (discounts), net
 

 
1,257

 

 
1,257

 
(169
)
Total
$
176,975

 
1,618,013

 
21,660

 
1,816,648

 
597,423



The revenues and expenses for the investments in real estate partnerships on a combined basis are summarized as follows (in thousands): 
 
 
For the years ended December 31,
 
 
2012
 
2011
 
2010
 Total revenues
$
387,908

 
399,091

 
437,029

 Operating expenses:
 
 
 
 
 
 
   Depreciation and amortization
 
128,946

 
134,236

 
155,146

   Operating and maintenance
 
55,394

 
62,442

 
67,541

   General and administrative
 
7,549

 
7,905

 
7,383

   Real estate taxes
 
46,395

 
49,103

 
55,926

   Other expenses
 
3,521

 
3,477

 
3,666

     Total operating expenses
 
241,805

 
257,163

 
289,662

 Other expense (income):
 
 
 
 
 
 
   Interest expense, net
 
104,694

 
112,099

 
129,581

   Gain on sale of real estate
 
(40,437
)
 
(7,464
)
 
(8,976
)
   Loss (gain) on extinguishment of debt
 
967

 
(8,743
)
 

   Loss on hedge ineffectiveness
 
51

 

 

   Provision for impairment
 
3,775

 

 
78,908

   Preferred return on equity investment
 
(2,211
)
 

 

   Other expense (income)
 

 
776

 
(383
)
      Total other expense
 
66,839

 
96,668

 
199,130

      Net income (loss)
$
79,264

 
45,260

 
(51,763
)
Regency's share of net income (loss)
$
23,807

 
9,643

 
(12,884
)
Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands): 

Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR)(1)
40.00
%
$
272,044

 
1,939,659

 
23,357

 
9,311

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

 
60,496

 
(75
)
 
(22
)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
20.00
%
 
17,200

 
210,490

 
42,399

 
8,480

Columbia Regency Partners II, LLC (Columbia II)(2)
20.00
%
 
8,660

 
326,649

 
1,467

 
290

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

 
102,930

 
2,021

 
596

RegCal, LLC (RegCal)(2)
25.00
%
 
15,602

 
164,106

 
2,160

 
540

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

 
323,406

 
407

 
297

US Regency Retail I, LLC (USAA)(2)
20.01
%
 
2,173

 
123,053

 
1,484

 
297

BRE Throne Holdings, LLC (BRET)(3)
47.80
%
 
48,757

 

 
2,211

 
2,211

Other investments in real estate partnerships
50.00
%
 
46,506

 
184,165

 
3,833

 
1,807

Total
 
$
442,927

 
3,434,954

 
79,264

 
23,807

(1) Effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2012, the Company did not sell any properties to this real estate partnership.
(2) This partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2012, the Company did not sell any properties to this real estate partnership.
(3) On July 25, 2012, the Company sold a 15-property portfolio and retained a $47.5 million, 10.5% preferred stock investment in the entity that owns the portfolio. Following the 12-month anniversary of the closing date, Regency may call for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the closing date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or in part. As the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment, BRET's portfolio information is not included.



Investments in real estate partnerships as of December 31, 2011 consist of the following (in thousands): 
 
Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR)(1)
40.00
%
$
262,018

 
2,001,526

 
18,244

 
7,266

Macquarie CountryWide-Regency III, LLC (MCWR III)(1)
24.95
%
 
195

 
61,867

 
(493
)
 
(123
)
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)(3)
%
 

 

 
(1,752
)
 
(293
)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
20.00
%
 
20,335

 
259,225

 
14,554

 
2,775

Columbia Regency Partners II, LLC (Columbia II)(2)
20.00
%
 
9,686

 
317,720

 
910

 
179

Cameron Village, LLC (Cameron)
30.00
%
 
17,110

 
104,314

 
1,101

 
322

RegCal, LLC (RegCal)(2)
25.00
%
 
18,128

 
180,490

 
7,615

 
1,904

Regency Retail Partners, LP (the Fund)
20.00
%
 
16,430

 
333,013

 
265

 
268

US Regency Retail I, LLC (USAA)(2)
20.01
%
 
3,093

 
127,763

 
1,215

 
243

Other investments in real estate partnerships
50.00
%
 
39,887

 
115,857

 
3,601

 
(2,898
)
Total
 
$
386,882

 
3,501,775

 
45,260

 
9,643

(1) As noted above, effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company will apply the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2011, the Company did not sell any properties to this real estate partnership.
(2) As noted above, this partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2011, the Company did not sell any properties to this real estate partnership.
(3) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at December 31, 2011.


Summarized financial information for the investments in real estate partnerships on a combined basis, is as follows (in thousands): 
 
 
December 31,
2012
 
December 31,
2011
 
 
 
 
 
Investments in real estate, net
$
3,213,984

 
3,263,704

Acquired lease intangible assets, net
 
74,986

 
85,232

Other assets
 
145,984

 
152,839

      Total assets
$
3,434,954

 
3,501,775

 
 
 
 
 
Notes payable
$
1,816,648

 
1,874,780

Acquired lease intangible liabilities, net
 
46,264

 
49,938

Other liabilities
 
70,576

 
67,495

Capital - Regency
 
518,505

 
512,421

Capital - Third parties
 
982,961

 
997,141

      Total liabilities and capital
$
3,434,954

 
3,501,775


The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in real estate partnerships (in thousands):

 
 
December 31,
2012
 
December 31,
2011
Capital - Regency
$
518,505

 
512,421

add: Preferred equity investment in BRET
 
47,500

 

  less: Impairment
 
(5,880
)
 
(5,880
)
  less: Ownership percentage or Restricted Gain Method deferral
 
(38,995
)
 
(41,456
)
  less: Net book equity in excess of purchase price
 
(78,203
)
 
(78,203
)
Investments in real estate partnerships
$
442,927

 
386,882

Corporate Joint Venture [Member]
 
Schedule of Equity Method Investments [Line Items]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands): 

Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR)(1)
40.00
%
$
272,044

 
1,939,659

 
23,357

 
9,311

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

 
60,496

 
(75
)
 
(22
)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
20.00
%
 
17,200

 
210,490

 
42,399

 
8,480

Columbia Regency Partners II, LLC (Columbia II)(2)
20.00
%
 
8,660

 
326,649

 
1,467

 
290

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

 
102,930

 
2,021

 
596

RegCal, LLC (RegCal)(2)
25.00
%
 
15,602

 
164,106

 
2,160

 
540

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

 
323,406

 
407

 
297

US Regency Retail I, LLC (USAA)(2)
20.01
%
 
2,173

 
123,053

 
1,484

 
297

BRE Throne Holdings, LLC (BRET)(3)
47.80
%
 
48,757

 

 
2,211

 
2,211

Other investments in real estate partnerships
50.00
%
 
46,506

 
184,165

 
3,833

 
1,807

Total
 
$
442,927

 
3,434,954

 
79,264

 
23,807

(1) Effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2012, the Company did not sell any properties to this real estate partnership.
(2) This partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2012, the Company did not sell any properties to this real estate partnership.
(3) On July 25, 2012, the Company sold a 15-property portfolio and retained a $47.5 million, 10.5% preferred stock investment in the entity that owns the portfolio. Following the 12-month anniversary of the closing date, Regency may call for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the closing date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or in part. As the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment, BRET's portfolio information is not included.



Investments in real estate partnerships as of December 31, 2011 consist of the following (in thousands): 
 
Ownership
 
Total Investment
 
Total Assets of the Partnership
 
Net Income (Loss) of the Partnership
 
The Company's Share of Net Income (Loss) of the Partnership
GRI - Regency, LLC (GRIR)(1)
40.00
%
$
262,018

 
2,001,526

 
18,244

 
7,266

Macquarie CountryWide-Regency III, LLC (MCWR III)(1)
24.95
%
 
195

 
61,867

 
(493
)
 
(123
)
Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)(3)
%
 

 

 
(1,752
)
 
(293
)
Columbia Regency Retail Partners, LLC (Columbia I)(2)
20.00
%
 
20,335

 
259,225

 
14,554

 
2,775

Columbia Regency Partners II, LLC (Columbia II)(2)
20.00
%
 
9,686

 
317,720

 
910

 
179

Cameron Village, LLC (Cameron)
30.00
%
 
17,110

 
104,314

 
1,101

 
322

RegCal, LLC (RegCal)(2)
25.00
%
 
18,128

 
180,490

 
7,615

 
1,904

Regency Retail Partners, LP (the Fund)
20.00
%
 
16,430

 
333,013

 
265

 
268

US Regency Retail I, LLC (USAA)(2)
20.01
%
 
3,093

 
127,763

 
1,215

 
243

Other investments in real estate partnerships
50.00
%
 
39,887

 
115,857

 
3,601

 
(2,898
)
Total
 
$
386,882

 
3,501,775

 
45,260

 
9,643

(1) As noted above, effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company will apply the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2011, the Company did not sell any properties to this real estate partnership.
(2) As noted above, this partnership agreement has a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to this partnership. During 2011, the Company did not sell any properties to this real estate partnership.
(3) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at December 31, 2011.


Summarized financial information for the investments in real estate partnerships on a combined basis, is as follows (in thousands): 
 
 
December 31,
2012
 
December 31,
2011
 
 
 
 
 
Investments in real estate, net
$
3,213,984

 
3,263,704

Acquired lease intangible assets, net
 
74,986

 
85,232

Other assets
 
145,984

 
152,839

      Total assets
$
3,434,954

 
3,501,775

 
 
 
 
 
Notes payable
$
1,816,648

 
1,874,780

Acquired lease intangible liabilities, net
 
46,264

 
49,938

Other liabilities
 
70,576

 
67,495

Capital - Regency
 
518,505

 
512,421

Capital - Third parties
 
982,961

 
997,141

      Total liabilities and capital
$
3,434,954

 
3,501,775


The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in real estate partnerships (in thousands):

 
 
December 31,
2012
 
December 31,
2011
Capital - Regency
$
518,505

 
512,421

add: Preferred equity investment in BRET
 
47,500

 

  less: Impairment
 
(5,880
)
 
(5,880
)
  less: Ownership percentage or Restricted Gain Method deferral
 
(38,995
)
 
(41,456
)
  less: Net book equity in excess of purchase price
 
(78,203
)
 
(78,203
)
Investments in real estate partnerships
$
442,927

 
386,882



Acquisitions
The following table provides a summary of shopping centers acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2012 (in thousands):
Date Purchased
Property Name
City/State
Co-investment Partner
Ownership %
 
Purchase Price
Debt Assumed, Net of Premiums
Intangible Assets
Intangible Liabilities
1/17/2012
Lake Grove Commons
Lake Grove, NY
GRIR
40%
$
72,500

31,813

5,397

4,342

11/28/2012
Applewood Village Shops
Wheat Ridge, CO
GRIR
40%
 
3,700


363

34

12/19/2012
Village Plaza
Chapel Hill, NC
Columbia II
20%
 
19,200


2,242

686

12/28/2012
Phillips Place
Charlotte, NC
Other
50%
 
55,400

44,500



 
 
 
 
 
$
150,800

76,313

8,002

5,062

The following table provides a summary of shopping centers acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2011 (in thousands):
Date Purchased
Property Name
City/State
Co-investment Partner
Ownership %
 
Purchase Price
Debt Assumed, Net of Premiums
Intangible Assets
Intangible Liabilities
7/1/2011
Calhoun Commons
Minneapolis, MN
RegCal
25%
$
21,020

6,052

2,130

303

8/8/2011
Rockridge Center
Plymouth, MN
Columbia II
20%
 
20,500

16,459

2,116

2,059

 
 
 
 
 
$
41,520

22,511

4,246

2,362