UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Florida (REGENCY CENTERS CORPORATION)
59-3191743
Delaware (REGENCY CENTERS, L.P.)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
REG
The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCP
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCO
Regency Centers, L.P.
None
N/A
Securities registered pursuant to Section 12(g) of the Act:
Regency Centers Corporation: None
Regency Centers, L.P.: Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ 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
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting company
Regency Centers, L.P.:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐ Regency Centers, L.P. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Regency Centers Corporation ☒ Regency Centers, L.P. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.1
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently completed second fiscal quarter.
Regency Centers Corporation $10.5 billion Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 184,578,554 as of February 15, 2024.
Documents Incorporated by Reference
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2024 Annual Meeting of Shareholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
1 Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.
EXPLANATORY NOTE
This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2023, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of December 31, 2023, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the “Preferred Units."
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent Company’s unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.
TABLE OF CONTENTS
Item No.
Form 10-K
Report Page
PART I
1.
Business
1
1A.
Risk Factors
9
1B.
Unresolved Staff Comments
22
1C.
Cybersecurity
2.
Properties
24
3.
Legal Proceedings
41
4.
Mine Safety Disclosures
PART II
5.
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6.
Reserved
42
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
43
7A.
Quantitative and Qualitative Disclosures About Market Risk
58
8.
Consolidated Financial Statements and Supplementary Data
59
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
126
9A.
Controls and Procedures
9B.
Other Information
127
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
128
PART III
10.
Directors, Executive Officers, and Corporate Governance
11.
Executive Compensation
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions, and Director Independence
14.
Principal Accountant Fees and Services
129
PART IV
15.
Exhibits and Financial Statement Schedules
130
16.
Form 10-K Summary
136
SIGNATURES
17.
Signatures
137
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in "Item 1A. Risk Factors" of this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission ("SEC"), including those made in connection with the Company's acquisition of Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”). If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.
Item 1. Business
Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017. Our business experienced material growth in 2023 due to our acquisition of UBP which is further discussed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
As of December 31, 2023, we had full or partial ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing 56.8 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.6 million square feet, including our share of properties owned through unconsolidated real estate partnerships.
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics that have strategic attributes supporting growth through economic cycles. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.
Our values:
Our goals are to:
Key strategies to achieve our goals are to:
Competition
We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by:
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Corporate Responsibility and Human Capital
To execute our mission, which is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities, we strive to achieve best-in-class corporate responsibility. For this reason, corporate responsibility, including our focus on ESG practices that support and enhance our business, is a foundational strategy of Regency. We believe that alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility (which term we use interchangeably with “ESG”) practices are built on four pillars:
These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture, which has been a crucial driver of our long-term success. Our continued commitment to these concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to contribute to our future success.
We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors (or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility Report, and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities.
As of December 31, 2023, we had 497 employees, including 5 part-time employees. We presently maintain 24 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good.
In 2023, we continued implementing our comprehensive diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our organization. The goals of this strategy are to attract, recruit, and retain a diverse group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term success of the organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people.
Diversity, Equity, and Inclusion - We believe that much of our success is rooted in the diversity and inclusion of our teams and our commitment to a diverse and inclusive culture. We continue to foster a culture in which everyone is respected, valued, and has an equal opportunity to contribute and thrive. Our shopping centers are in trade areas throughout the U.S. and our tenants and visitors to our centers represent a cross section of those communities. We remain focused on building a workforce that represents the many tenants and visitors to our centers we serve and the communities in which we operate.
Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including additional information related to employee gender and ethnic diversity.
Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter.
Talent Attraction and Retention – Our core values place a strong importance on our people, which we believe make us an employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success and build long-term value. We strive to offer some of the most competitive pay and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people.
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Training and Development– We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities.
Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the business. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices.
Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience.
We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment to the communities in which we operate. Throughout 2023, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities. Furthermore, as part of our strategy, we continued to improve our communities by investing in property enhancements and placemaking at our new and existing shopping centers.
Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.
To continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, and competencies, including gender, ethnicity, age, and other attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning process. As an outcome of this process, on September 26, 2022, the Company's Board of Directors elected Kristin A. Campbell to serve as one of the Regency's directors effective January 15, 2023. Ms. Campbell’s skill set, background, experience and competencies align with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.
Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business.
We have identified eight strategic priorities to foster sustainable business practices and minimize both our environmental impact and the long-term risks to Regency’s business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions (“GHG”) reduction, water conservation, waste management, and climate change as it applies to our real estate portfolio. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction), but also support our achievement of key strategic financial and business objectives relating to our operations and development and redevelopment projects.
Throughout 2023, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact. Aligned with the Science Based Targets initiative (SBTi), our target aims to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect our proactive stance in addressing environmental challenges and contributing to a more sustainable future. Regency’s progress towards these targets, together with our strategy and efforts influenced by climate change, are further described in our 2022 Corporate Responsibility Report. Based on our current estimates and asset base, we do not expect the pursuit of these targets to materially impact our operating results and financial condition.
As a long-term owner, operator, and developer of real estate, we acknowledge the potential for climate change to have a material impact on our properties, people, and long-term success. Regency wants to ensure that our properties can safely, sustainably, and responsibly withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis as well as the risks that climate change may pose to our business.
Compliance with Governmental Regulations
We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.
4
REIT Laws and Regulations
We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We will be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us.
Environmental Laws and Regulations
Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition.
Information About Our Executive Officers
Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more than five years. As of the date of this Report, our executive officers are:
Name
Age
Title
Executive Officer inPosition Shown Since
Martin E. Stein, Jr.
71
Executive Chairman of the Board of Directors
2020 (1)
Lisa Palmer
56
President and Chief Executive Officer
2020 (2)
Michael J. Mas
48
Executive Vice President, Chief Financial Officer
2019 (3)
Alan T. Roth
East Region President & Chief Operating Officer
2023 (4)
Nicholas A. Wibbenmeyer
West Region President & Chief Investment Officer
2023(5)
Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. All of our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all
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related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY. We offer a dividend reinvestment plan ("DRIP") that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (877) 830-4936 or our Shareholder Relations Department at (904) 598-7000.
The Company's stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG," and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable Preferred Stock trade under the ticker symbols "REGCP", and "REGCO", respectively.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.
Annual Meeting of Shareholders
Our 2024 annual meeting of shareholders is currently expected to be held on Wednesday, May 1, 2024, and will be conducted in a virtual-only format to the extent permitted by applicable law.
Non-GAAP Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand, and evaluate our operational results, and are included in this document:
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Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
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Item 1A. Risk Factors
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be materially adversely affected.
Risk Factors Related to the Current Economic and Geopolitical Environments
Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.
On multiple occasions during 2022 and 2023, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its benchmark federal funds rate, which has led to numerous increases in interest rates in the credit markets, with further increases possible. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.
Additionally, higher interest rates adversely impact our cost of borrowing. Our exposure to higher interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in a decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.
Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.
Current economic challenges, including the potential for recession, may adversely impact our tenants and our business.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.
These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.
Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.
Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.
Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.
Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.
The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company.
Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger
Regency may not realize the anticipated benefits and synergies from the Urstadt Biddle merger.
On August 18, 2023, Regency completed its merger with Urstadt Biddle. The success of the merger will depend, in part, on Regency’s ability to realize the anticipated benefits from successfully combining its and Urstadt Biddle’s businesses. Regency is devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so that Regency can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties Regency may encounter in the integration process include the following:
As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of operations and growth prospects.
Risk Factors Related to Pandemics or other Health Crises
Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate. As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent. Should
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federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.
In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts. These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer for new tenants to open and operate.
Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a new virus strain of COVID-19 or any future pandemic or other health crisis. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and ultimately, their ability to comply with their lease obligations. Our future results of operations and overall financial performance could be uncertain should a new virus strain of COVID-19, or any future pandemic or other health crises occur.
Risk Factors Related to Operating Retail-Based Shopping Centers
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.
Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs for renovations or concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:
To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash flows.
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Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues, results of operations, and cash flows.
Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including shopping from home and the delivery or curbside pick-up of items ordered online. Retailers are considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. These alternative delivery methods are more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.
Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our properties in California and Florida represent 23.4% and 19.3%, respectively, of our annualized base rent. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets.
Our success depends on the continued presence and success of our "anchor" tenants.
"Anchor Tenants" (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:
Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated "Anchor Space" (spaces 10,000 square feet or more), including space that may be owned by the anchor (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.
Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is within or immediately adjacent to our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.
A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.
At December 31, 2023, tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to negative
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economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to capital than other tenants. As such, in the event of such changing conditions, habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.
We may be unable to collect balances due from tenants in bankruptcy.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.
Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.
Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have a material negative effect on us.
All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.
Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable which may result in impairment. We evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.
The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.
These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.
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We face risks associated with development, redevelopment, and expansion of properties.
We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities require various government and other approvals for entitlements, and any delay in such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We are subject to other risks associated with these activities, including the following:
We face risks associated with the development of mixed-use commercial properties.
If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.
We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:
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We may be unable to sell properties when desired because of market conditions.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Market conditions, including macroeconomic events, pandemics and other health crises, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.
Changes in tax laws could impact our acquisition or disposition of real estate.
Certain properties we own have a low tax basis, which may result in a meaningful taxable gain on sale. We utilize, and intend to continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges, or significantly change the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs as well as additional taxes and fees.
While we work with experts to plan for the impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm frequency and intensity and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in more unpredictable or decreased demand for retail space at certain of our properties, reduced rent or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance or making insurance unavailable. While the federal government has not yet enacted comprehensive legislation to address climate change that would directly impact us, certain states in which we own and operate shopping centers, including California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may require us to make additional investments in or for our existing properties, resulting in increased capital expenditures and operating costs, implement new or additional processes and controls to facilitate compliance, and/or pay additional energy, insurance, taxes and related fees and costs. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in the future.
Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.
A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, sea-level rise, and other natural disasters. At December 31, 2023, 18.7% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 20.1% and 7.1% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have increased significantly, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.
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Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.
Risk Factors Related to Corporate Matters
An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.
Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our ESG activities, but some investors may desire additional disclosures that we do not provide. In addition, the SEC is currently considering adopting new regulations that would impose additional ESG disclosure and other compliance requirements on us. California has adopted a number of climate disclosure laws which will increase our compliance costs and require us to make additional climate disclosures. Other states are considering legislation similar to California’s new laws. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital. In addition, failure to comply with new government climate and other ESG disclosure obligations could subject us to significant fines and penalties.
An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.
We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost to procure such insurance may increase due to factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some of this risk. Should a loss occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.
Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Failure to attract and retain key personnel may adversely affect our business and operations.
The success of our business depends, in significant part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented and diverse employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any key personnel may have an adverse effect on us.
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Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.
We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However, these investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.
Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings.
As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.
We depend on external sources of capital, which may not be available in the future on favorable terms or at all.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business
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with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, and certain secured borrowings. As of December 31, 2023, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.
Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.
We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations.
Risk Factors Related to Information Management and Technology
The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liabilities and adverse financial impact.
Many of our information technology systems (including the systems of our real estate partners and other third-party business partners and service providers, whether cloud-based or hosted in our servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of our information technology systems contain our proprietary information and other confidential information related to our business.
We are subject to attempts to compromise our information technology systems. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may damage our reputation and cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative measures, such attacks may be successful in the future and our business may be significantly
18
disrupted if unable to quickly recover. Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and potentially subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers. Despite the ongoing significant investments in technology and training we make relating to cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks.
In addition, despite the implementation of security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts.
The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors. Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models. Additionally, where a generative AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct. Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. In addition, uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities.
The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including:
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These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future. A decrease in the market price of our common stock may reduce our ability to raise additional equity capital in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
There is no assurance that we will continue to pay dividends at current or historical rates.
Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:
If we do not maintain or periodically increase the dividend on our common stock, it may have an adverse effect on the market price of our common stock and other securities.
Risk Factors Related to Taxes and the Parent the Company's Qualification as a REIT
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through real estate partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT.
Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), the Parent Company would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders in order to maintain our REIT status. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.
Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain federal, state, and local taxes on its income and property. For example, if we have net income from "prohibited transactions," that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.
New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (the "TCJA"), however, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before
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January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock.
Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled" REIT.
A foreign person, other than a "qualified shareholder" or a "qualified foreign pension fund," as each is defined for purposes of the Code, disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on the gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, the Parent Company will be a domestically controlled REIT if, at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.
We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax consequences to any specific holder of our stock. Foreign persons should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership, and disposition of shares of our common stock.
Legislative or other actions affecting REITs may have a negative effect on us or our investors.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a TRS.
Partnership tax audit rules could have a material adverse effect.
Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that such partnership would be required to pay additional taxes, interest, and penalties as a result of an audit adjustment. We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly.
Risk Factors Related to the Company's Common Stock
Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.
Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.
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The issuance of the Parent Company's capital stock may delay or prevent a change in control.
The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock (less the shares of preferred stock already issued and outstanding) 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 may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and other factors.
In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operation staff, management, and senior management and board-level governance. As discussed in more detail below under “Cybersecurity Governance”, this involves management responsibility through a specialized Cyber Risk Committee (the “CRC”) and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee. At the Company’s Board of Directors (the “Board”) level, the Audit Committee oversees our cybersecurity risk management program.
Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under “Risk Oversight”.
The Company, through its Chief Information Security Officer (“CISO”), other Company employees experienced in information network security, and the use of third-party expertise, references various recognized cybersecurity frameworks. These frameworks are used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs and goals. Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the specific challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of the information we collect and store. This proactive approach includes identifying, preventing, and mitigating cybersecurity threats, as well as preparing to respond to cybersecurity incidents quickly and efficiently to minimize their impact. Under the leadership of our CISO and CRC, we are committed to a continuous evaluation and enhancement of our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.
We have adopted a risk-based strategy to manage cybersecurity risks associated with third parties. We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the security protocols of key vendors, service providers, and external users of our systems.
The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice regarding cybersecurity.
Since at least January 1, 2021, we are not aware of any cybersecurity incidents that have materially affected the Company. Based on our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition.
Cybersecurity Governance
The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. The CRC Chair and the CISO provide the Audit Committee with quarterly updates. These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below).
As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk management program. This includes risk identification, assessment, management, prevention and mitigation, as well as securing necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee.
CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and is currently comprised of Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, communications, human capital, and legal matters including securities, privacy and technology contracting.
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Item 2. Properties
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated real estate partnerships):
December 31, 2023
December 31, 2022
Location
Number ofProperties
GLA (inthousands)
Percent ofTotal GLA
PercentLeased
Florida
88
10,767
24.6
%
95.1
10,783
27.8
California
54
8,300
19.0
94.9
53
8,204
21.1
93.9
Connecticut
3,702
8.5
92.5
1,452
3.7
91.1
New York
3,399
7.8
88.7
1,953
5.0
89.0
Texas
26
3,288
7.5
97.3
25
3,239
8.3
98.0
Georgia
2,121
4.8
94.2
2,120
5.5
92.9
New Jersey
1,585
3.6
93.3
573
1.5
89.2
Colorado
1,097
2.5
97.7
2.8
96.6
North Carolina
1,221
98.1
1,222
3.2
98.2
Washington
962
2.2
96.0
963
Massachusetts
996
2.3
98.5
897
97.6
Ohio
98.8
1,224
96.7
Oregon
741
1.7
95.0
742
1.9
94.6
Illinois
1,085
94.1
Virginia
939
2.1
2.4
93.4
Pennsylvania
443
1.0
99.5
1.1
98.7
Missouri
408
0.9
98.9
Tennessee
314
0.7
0.8
99.1
Maryland
244
0.6
89.9
250
94.4
Minnesota
246
100.0
Indiana
279
Delaware
229
0.5
96.2
230
94.5
Michigan
97
0.2
74.0
0.3
South Carolina
51
0.1
District of Columbia
85.8
Total
381
43,758
308
38,834
94.8
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $24.67 and $23.95 per square foot ("PSF") as of December 31, 2023 and 2022, respectively.
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated real estate partnerships):
2,320
17.8
98.4
18.9
97.4
1,982
15.2
92.7
2,082
16.9
848
6.5
849
6.9
96.3
1,237
9.5
97.9
1,197
9.7
95.5
874
6.7
7.1
858
6.6
7.0
669
5.1
99.0
663
5.4
99.4
84.5
786
6.0
141
1.2
777
5.9
98.6
690
5.6
91.9
5.7
97.1
301
85.4
224
1.8
81.8
423
3.4
98.3
139
93.0
82.9
189
1.4
186
93
80
64
101
13,067
96
12,311
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.04 and $23.15 PSF as of December 31, 2023 and 2022, respectively.
The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our Pro-rata share of unconsolidated properties, as of December 31, 2023, based upon a percentage of total annualized base rent (GLA and dollars in thousands):
Tenant
GLA
Percent ofCompanyOwned GLA
AnnualizedBase Rent
Percent ofAnnualizedBase Rent
Number ofLeased Stores
Publix
2,955
6.4
$
33,949
3.0
68
Albertsons Companies, Inc.
2,192
33,559
Kroger Co.
2,933
30,228
2.7
52
Amazon/Whole Foods
1,255
29,809
2.6
38
TJX Companies, Inc.
1,659
29,715
70
Ahold Delhaize
906
2.0
22,583
CVS
782
20,628
66
L.A. Fitness Sports Club
516
11,137
Trader Joe's
311
11,023
30
JPMorgan Chase Bank
176
0.4
10,667
Ross Dress For Less
534
9,259
Gap, Inc
8,933
Bank of America
154
8,657
44
Starbucks
147
8,617
94
Nordstrom
8,573
Wells Fargo Bank
135
7,800
47
Petco Health and Wellness Company
312
7,534
31
H.E. Butt Grocery Company
482
7,376
Walgreens Boots Alliance
266
6,858
JAB Holding Company
164
6,826
Target
654
6,790
Kohl's
526
6,247
Xponential Fitness
5,402
81
Walmart
819
5,362
Ulta
184
5,288
Best Buy
5,277
Staples
217
5,109
Top Tenants
19,232
41.9
353,206
31.6
971
Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, 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.
The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands):
Lease Expiration Year
Number of Tenants with Expiring Leases
Pro-rata Expiring GLA
Percent of Total Company GLA
In Place Annual Base Rent Expiring Under Leases
Percent of In Place Annual Base Rent
Pro-rata Expiring Average Annual Base Rent PSF
(1)
180
8,044
25.76
2024
1,081
3,902
8.6
92,635
8.4
23.74
2025
1,358
5,552
12.3
136,495
12.4
24.58
2026
1,256
5,648
12.5
137,458
24.34
2027
1,316
6,280
13.9
155,730
14.2
24.80
2028
1,272
5,915
13.1
154,464
14.1
26.11
2029
712
4,305
96,481
8.8
22.41
2030
394
2,250
57,467
5.2
25.54
2031
1,889
4.2
50,664
4.6
26.83
2032
430
1,865
4.1
52,983
28.41
2033
542
1,947
4.3
55,662
28.59
Thereafter
389
5,330
11.8
100,519
9.2
18.86
9,324
45,195
1,098,602
24.31
During 2024, we have a total of 1,081 leases expiring, representing 3.9 million square feet of GLA. These expiring leases have an average base rent of $23.74 PSF. The average base rent of new leases signed during 2023 was $29.89 PSF. During periods of economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases.
Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially among successful business operators and growing innovative business concepts. However, inflationary challenges and the potential for an economic recession could result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs.
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The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report.
Property Name
CBSA (1)
State
Owner-shipInterest (2)
YearAcquired
YearConstructedor Last MajorRenovation
Mortgages orEncumbrances(in 000's)
GrossLeasableArea(GLA)(in 000's)
PercentLeased (3)
AverageBase RentPSF (4)
Major Tenant(s) (5)
Amerige Heights Town Center
Los Angeles-Long Beach-Anaheim
CA
2000
—
98.0%
32.06
Albertsons, (Target)
Bloom on Third (fka Town and Country Center)
35%
2018
1992
107,893
73
100.0%
57.60
Whole Foods, CVS, Citibank
Brea Marketplace
40%
2005
1987
352
21.19
24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke
Circle Center West
2017
1989
63
39.20
Marshalls
Circle Marina Center
2019
1994
24,000
118
84.3%
34.58
Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies
Culver Center
94.2%
33.32
Ralphs, Best Buy, LA Fitness, Sit N' Sleep
El Camino Shopping Center
1999
43.60
Bristol Farms, CVS
Granada Village
2012
50,000
226
27.98
Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx
Hasley Canyon Village
2003
16,000
27.10
Ralphs
Heritage Plaza
43.43
Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods
Laguna Niguel Plaza
1985
31.01
CVS,(Albertsons)
Morningside Plaza
1996
91
25.58
Stater Bros.
Newland Center
2016
152
97.7%
29.53
Albertsons
Nohl Plaza(6)
2023
1966
104
92.8%
16.36
Vons
Plaza Hermosa
2013
95
28.96
Von's, CVS
Ralphs Circle Center
1983
60
98.5%
20.94
Rona Plaza
98.1%
22.12
Superior Super Warehouse
Seal Beach
20%
2002
27.77
Pavilions, CVS
Talega Village Center
2007
102
92.9%
22.25
Tustin Legacy
112
35.66
Stater Bros, CVS
Twin Oaks Shopping Center
19,000
98
26.03
Ralphs, Ace Hardware
Valencia Crossroads
173
29.08
Whole Foods, Kohl's
Village at La Floresta
2014
87
98.9%
37.86
Whole Foods
Von's Circle Center
1972
4,273
151
28.32
Von's, Ross Dress for Less, Planet Fitness
Woodman Van Nuys
108
99.2%
17.60
El Super
Silverado Plaza
Napa
1974
15,600
85
95.7%
21.65
Nob Hill, CVS
Gelson's Westlake Market Plaza
Oxnard-Thousand Oaks-Ventura
98.8%
32.94
Gelson's Markets, John of Italy Salon & Spa
Oakbrook Plaza
83
97.4%
23.07
Gelson's Markets, (CVS), (Ace Hardware)
Westlake Village Plaza and Center
2015
201
99.0%
42.54
Von's, Sprouts, (CVS)
French Valley Village Center
Rvrside-San Bernardino-Ontario
2004
99
28.28
Oakshade Town Center
Sacramento-Roseville-Folsom
2011
1998
4,085
59.5%
22.19
Safeway
Prairie City Crossing
90
22.78
Raley's Supermarket
1964
14.00
Raley's
The Marketplace
1990
111
27.60
Safeway, CVS, Petco
4S Commons Town Center
San Diego-Chula Vista-Carlsbad
85%
79,032
252
34.79
Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA
Balboa Mesa Shopping Center
207
29.43
CVS, Kohl's, Von's
El Norte Pkwy Plaza
94.4%
19.91
Von's, Children's Paradise, ACE Hardware
Friars Mission Center
39.86
Ralphs, CVS
28
Navajo Shopping Center
11,000
98.7%
15.47
Albertsons, Rite Aid, O'Reilly Auto Parts
Point Loma Plaza
38,900
205
98.6%
23.75
Von's, Jo-Ann Fabrics, Marshalls, UFC Gym
Rancho San Diego Village
1981
153
93.9%
25.15
Smart & Final, 24 Hour Fitness, (Longs Drug)
Scripps Ranch Marketplace
132
35.29
Vons, CVS
The Hub Hillcrest Market
149
96.9%
43.33
Ralphs, Trader Joe's
Twin Peaks
1988
208
99.4%
24.18
Target, Grocer
200 Potrero
San Francisco-Oakland-Berkeley
1928
11.92
Gizmo Art Production, INC.
Bayhill Shopping Center
28,800
122
29.15
CVS, Mollie Stone's Market
Clayton Valley Shopping Center
260
90.8%
23.67
Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less
Diablo Plaza
1982
43.59
Bevmo!, (Safeway), (CVS)
El Cerrito Plaza
256
96.6%
29.49
Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS)
Encina Grande
106
36.12
Whole Foods, Walgreens
Persimmon Place
Whole Foods, Nordstrom Rack, Homegoods
Plaza Escuela
93.5%
44.22
The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble
Pleasant Hill Shopping Center
227
24.52
Target, Burlington, Ross Dress for Less, Homegoods
Potrero Center
1997
70.9%
34.12
Safeway, 24 Hour Fitness, Ross Dress for Less, Petco
Powell Street Plaza
2001
166
97.1%
35.91
Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy
San Carlos Marketplace
87.2%
39.10
TJ Maxx, Best Buy, PetSmart, Bassett Furniture
San Leandro Plaza
50
41.14
(Safeway), (CVS)
Serramonte Center
1,072
97.6%
27.48
Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo, Jagalchi
Tassajara Crossing
146
26.56
Safeway, CVS, Alamo Hardware
Willows Shopping Center(6)
241
82.7%
30.58
REI, UFC Gym, Old Navy, Ulta, Five Below
Woodside Central
1993
93.4%
26.39
Chuck E. Cheese, Marshalls, (Target)
Ygnacio Plaza
1968
25,850
110
40.58
Sports Basement,TJ Maxx
Blossom Valley
San Jose-Sunnyvale-Santa Clara
22,300
28.61
Mariposa Shopping Center
2020
26,950
94.0%
22.24
Safeway, CVS, Ross Dress for Less
Shoppes at Homestead
116
96.7%
26.25
CVS, Crunch Fitness, (Orchard Supply Hardware)
Snell & Branham Plaza
19,200
92
The Pruneyard
2,200
97.9%
Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls
West Park Plaza
22.07
Safeway, Crunch Fitness
Golden Hills Plaza
San Luis Obispo-Paso Robles
2006
87.0%
7.13
Lowe's, TJ Maxx
Five Points Shopping Center
Santa Maria-Santa Barbara
145
31.02
Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO
Corral Hollow
Stockton
167
70.4%
20.82
Safeway, CVS
Alcove On Arapahoe
Boulder
CO
26,700
159
91.8%
19.79
Petco, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon
Crossroads Commons
1986
34,500
143
93.6%
30.27
Whole Foods, Barnes & Noble
29
Crossroads Commons II
1995
5,500
41.45
(Whole Foods), (Barnes & Noble)
Falcon Marketplace
Colorado Springs
26.36
(Wal-Mart)
Marketplace at Briargate
36.20
(King Soopers)
Monument Jackson Creek
12.99
King Soopers
Woodmen Plaza
13.93
Applewood Shopping Ctr
Denver-Aurora-Lakewood
360
95.8%
16.51
Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos
Belleview Square
117
96.1%
21.81
Boulevard Center
77
91.5%
32.51
Eye Care Specialists, (Safeway)
Buckley Square
1978
11.90
Ace Hardware, King Soopers
Cherrywood Square Shop Ctr
9,650
13.03
Hilltop Village
13.58
Littleton Square
97.2%
11.50
Lloyd King Center
12.25
Ralston Square Shopping Center
1977
16.44
Shops at Quail Creek
2008
96.3%
28.22
Stroh Ranch
14.43
Centerplace of Greeley III
Greeley
119
12.31
Hobby Lobby, Best Buy, TJ Maxx
22 Crescent Road
Bridgeport-Stamford-Norwalk
CT
1984
69.00
-
25 Valley Drive
46.25
321-323 Railroad Ave
37.48
470 Main Street
29.32
530 Old Post Rd
1979
75.0%
43.25
7 Riversville
80.9%
39.61
91 Danbury Road
1965
77.3%
29.44
970 High Ridge Center
1960
89.6%
36.15
BevMax
Airport Plaza
33
31.48
Bethel Hub Center
1957
60.8%
14.91
La Placita Bethel Market
Black Rock
80%
15,342
29.89
Old Navy, The Clubhouse
Brick Walk(6)
30,919
123
96.2%
46.08
Compo Acres Shopping Center
95.9%
55.85
Copps Hill Plaza
7,706
88.1%
22.26
Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's
Cos Cob Commons
13,142
53.16
Cos Cob Plaza
1947
52.79
Danbury Green
124
27.17
Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors
Danbury Square
194
73.2%
13.80
Ocean State Job Lot, Planet Fitness, Elicit Brewing Company
Darinor Plaza(6)
20.45
Kohl's, Old Navy, Party City
Fairfield Center(6)
87.8%
34.04
Fairfield University Bookstore, Merril Lynch
Fairfield Crossroads
62
25.28
Marshalls, DSW
Goodwives Shopping Center
1955
23,078
90.1%
41.03
Stop & Shop
Greens Farms Plaza
1958
40
51.3%
25.81
Greenwich Commons
1961
4,866
89.23
High Ridge Center
100%
9,047
69.2%
56.28
Knotts Landing
76.05
Main & Bailey
1950
26.17
Newfield Green
19,278
74
38.15
Grade A Market, CVS
Old Greenwich CVS
1941
891
30.17
Post Road Plaza
59.79
Ridgeway Shopping Center
1952
43,150
365
91.7%
Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Ashley Furniture, Old Navy, ULTA
Shelton Square
99.1%
19.12
Stop & Shop, Homegoods, Hawley Lane, Edge Fitness
Station Centre @ Old Greenwich
6,770
39
91.4%
35.73
Kings Food Markets
The Dock-Dockside
33,667
278
19.81
Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi
Walmart Norwalk
142
0.56
WalMart, HomeGoods
Westport Row
45.10
The Fresh Market, Pottery Barn
Brookside Plaza
Hartford-E Hartford-Middletown
16.41
Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean
Corbin's Corner
53,000
32.12
Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's
Aldi Square
New Haven-Milford
16.19
Aldi
Orange Meadows
78
24.13
Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta
Southbury Green
156
87.5%
ShopRite, Homegoods
New Milford Plaza
Torrington
1970
235
9.31
Walmart, Stop & Shop, Club 24, Dollar Tree
Sunny Valley Shops
72
55.5%
15.62
Veterans Plaza
12.23
Big Y World Class Market, BevMax
Shops at The Columbia
Washington-Arlington-Alexandri
DC
38.34
Spring Valley Shopping Center
1930
13,000
101.60
Pike Creek
Philadelphia-Camden-Wilmington
DE
17.39
Acme Markets, Edge Fitness, Pike Creek Community Hardware
Shoppes of Graylyn
1971
94.6%
25.73
Rite Aid
Corkscrew Village
Cape Coral-Fort Myers
FL
82
97.8%
15.55
Shoppes of Grande Oak
79
17.93
Millhopper Shopping Center
Gainesville
19.82
Newberry Square
181
89.7%
9.63
Publix, Floor & Décor, Dollar Tree
Anastasia Plaza
Jacksonville
95.0%
15.39
Atlantic Village
19.09
LA Fitness, Pet Supplies Plus
Brooklyn Station on Riverside
28.73
The Fresh Market
Courtyard Shopping Center
3.68
Target, (Publix)
East San Marco
2022
28.33
Fleming Island
97.3%
17.69
Publix, PETCO, Planet Fitness, (Target)
Hibernia Pavilion
16.52
John's Creek Center
9,000
16.67
Julington Village
10,000
17.65
Publix, (CVS)
Mandarin Landing
1976
98.3%
23.52
Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk
Nocatee Town Center
114
23.56
Oakleaf Commons
16.93
Old St Augustine Plaza
248
11.52
Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less
Pablo Plaza
161
18.80
Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart
Pine Tree Plaza
14.97
Seminole Shoppes
50%
2009
7,272
24.27
Shoppes at Bartram Park
22.67
Publix, (Kohl's), (Tutor Time)
Shops at John's Creek
27.73
South Beach Regional
303
86.7%
17.95
Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack
Starke(6)
27.05
Avenida Biscayne (fka Aventura Square)(6)
Miami-Ft Lauderdale-PompanoBch
1991
83.5%
52.86
DSW, Jewelry Exchange, Old Navy, The Fresh Market
Aventura Shopping Center
94.9%
38.14
CVS, Publix
Banco Popular Building
92.31
Bird 107 Plaza
22.51
Walgreens
Bird Ludlam
192
26.34
CVS, Goodwill, Winn-Dixie
Boca Village Square
23.14
Boynton Lakes Plaza
91.9%
16.98
Citi Trends, Pet Supermarket, Publix
Boynton Plaza
105
21.54
Caligo Crossing
47.17
(Kohl's)
Chasewood Plaza
28.26
Publix, Pet Smart
Concord Shopping Plaza
309
14.90
Big Lots, Dollar Tree, Home Depot, Winn-Dixie, YouFit Health Club
Coral Reef Shopping Center
75
33.13
Aldi, Walgreens
Country Walk Plaza
94.8%
22.71
Publix, CVS
Countryside Shops
193
72.6%
25.82
Publix, Ross Dress for Less
Fountain Square
177
29.26
Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target)
Gardens Square
19.66
Greenwood Shopping Centre
133
96.8%
17.36
Publix, Bealls
Hammocks Town Center
187
92.2%
18.87
CVS, Goodwill, Publix, Metro-Dade Public Library, YouFit Health Club, (Kendall Ice Arena)
Pine Island
255
99.5%
Publix, Burlington Coat Factory, Beall's Outlet, YouFit Health Club, Floor and Décor
Pine Ridge Square
72.7%
20.51
The Fresh Market, Marshalls, Ulta
Pinecrest Place(6)
42.97
Whole Foods, (Target)
Point Royale Shopping Center
202
17.02
Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture
Prosperity Centre
69.6%
26.61
Office Depot, TJ Maxx, CVS
Sawgrass Promenade
107
89.9%
15.40
Publix, Walgreens, Dollar Tree
Sheridan Plaza
507
95.3%
20.47
Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Wellmax, Burlington, Marshalls
Shoppes @ 104
20.73
Fresco y Mas, CVS
Shoppes at Lago Mar
91.0%
16.11
Publix, YouFit Health Club
Shoppes of Jonathan's Landing
31.19
(Publix)
Shoppes of Oakbrook
200
53.8%
22.37
Publix, Duffy's Sports Bar, CVS
Shoppes of Silver Lakes
21.03
Publix, Goodwill
Shoppes of Sunset
71.2%
26.90
Shoppes of Sunset II
24.32
Shops at Skylake
287
25.49
Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical
Tamarac Town Square
125
84.8%
13.28
Publix, Dollar Tree, Retro Fitness
University Commons(6)
35.02
Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond
32
Waterstone Plaza
61
18.36
Welleby Plaza
15.28
Publix, Dollar Tree
Wellington Town Square
25.62
West Bird Plaza
2021
26.51
West Lake Shopping Center
23.33
Westport Plaza
22.93
Berkshire Commons
Naples-Marco Island
16.18
Publix, Walgreens
Naples Walk
19.57
Pavillion
168
24.44
LA Fitness, Paragon Theaters, J. Lee Salon Suites
Shoppes of Pebblebrook Plaza
97.0%
16.70
Publix, (Walgreens)
Glengary Shoppes
North Port-Sarasota-Bradenton
20.50
Best Buy, Barnes & Noble
Alafaya Village
Orlando-Kissimmee-Sanford
25.80
Kirkman Shoppes
26.68
LA Fitness, Walgreens
Lake Mary Centre
356
18.15
The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot
Plaza Venezia
36,500
203
34.21
Publix, Eddie V's
Town and Country
11.75
Ross Dress for Less
Unigold Shopping Center
115
91.2%
15.99
YouFit Health Club, Ross Dress for Less
Willa Springs
16,700
24.76
Cashmere Corners
Port St. Lucie
86
14.82
WalMart
The Plaza at St. Lucie West
26.33
Charlotte Square
Punta Gorda
1980
94.1%
11.94
WalMart, Buffet City
Ryanwood Square
Sebastian-Vero Beach
93.3%
12.84
Publix, Beall's, Harbor Freight Tools
South Point
65
16.66
Treasure Coast Plaza
134
19.28
Publix, TJ Maxx
Carriage Gate
Tallahassee
Trader Joe's, TJ Maxx
Ocala Corners(6)
93.0%
14.51
Bloomingdale Square
Tampa-St Petersburg-Clearwater
20.57
Bealls, Dollar Tree, Home Centric, LA Fitness, Publix
Northgate Square
16.74
Regency Square
98.4%
20.68
AMC Theater, Dollar Tree, Five Below, Marshalls, Michael's, PETCO, Shoe Carnival, Staples, TJ Maxx, Ulta, Old Navy, (Best Buy), (Macdill)
Shoppes at Sunlake Centre
25.32
Suncoast Crossing
7.34
Kohl's, (Target)
The Village at Hunter's Lake
28.47
Sprouts
Town Square
35.55
PETCO, Barnes & Noble
Village Center
22.80
Publix, PGA Tour Superstore, Walgreens
Westchase
17.97
Ashford Place
Atlanta-SandySprings-Alpharett
GA
89.3%
26.57
Harbor Freight Tools
Briarcliff La Vista
1962
22.64
Michael's
Briarcliff Village
17.51
Burlington, Party City, Publix, Shoe Carnival, TJ Maxx
Bridgemill Market
89
19.02
Brighten Park
28.81
Lidl, Big Blue Swim School, Kohl's
Buckhead Court
49
93.8%
32.18
Buckhead Landing
81.7%
32.88
Binders Art Supplies & Frames, Publix
Buckhead Station
234
82.9%
26.80
Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta
Cambridge Square
24.98
Chastain Square
24.11
Cornerstone Square
19.24
Aldi, Barking Hound Village, CVS, HealthMarkets Insurance
Dunwoody Hall
13,800
21.71
Dunwoody Village
1975
121
89.4%
22.27
The Fresh Market, Walgreens, Dunwoody Prep
Howell Mill Village
25.42
Paces Ferry Plaza
42.09
Powers Ferry Square
36.45
HomeGoods, PETCO
Powers Ferry Village
69
10.25
Publix, Barrel Town
Russell Ridge
12.98
Kroger
Sandy Springs
113
27.21
Trader Joe's, Fox's, Peter Glenn Ski & Sports
Sope Creek Crossing
95.5%
17.06
The Shops at Hampton Oaks
89.8%
12.30
(CVS)
Williamsburg at Dunwoody
45
95.6%
25.72
Civic Center Plaza
Chicago-Naperville-Elgin
IL
22,000
265
10.78
Super H Mart, Home Depot, O'Reilly Automotive, King Spa
Clybourn Commons
37.82
PETCO
Glen Oak Plaza
2010
1967
27.83
Trader Joe's, Walgreens, Northshore University Healthsystems
Hinsdale Lake Commons
185
94.3%
16.68
Whole Foods, Goodwill, Charter Fitness, Petco
Mellody Farm
259
31.25
Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm
Naperville Plaza
23,000
26.91
Casey's Foods, Trader Joe's, Oswald's Pharmacy
Old Town Square
14,000
97.5%
Jewel-Osco
Riverside Sq & River's Edge
169
18.66
Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness
Roscoe Square
24,500
140
24.78
Mariano's Fresh Market, Walgreens, Altitude Trampoline Park
Westchester Commons
93.1%
18.28
Mariano's Fresh Market, Goodwill
Willow Festival
404
19.23
Whole Foods, Lowe's, CVS, HomeGoods, REI, Ulta
Shops on Main
IN
94%
16.54
Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls
Willow Lake Shopping Center
Indianapolis-Carmel-Anderson
88.6%
17.44
Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger)
Willow Lake West Shopping Center
28.23
Fellsway Plaza
Boston-Cambridge-Newton
MA
75%
34,873
158
27.34
Stop & Shop, Planet Fitness, BioLife Plasma Services
Shaw's at Plymouth
19.34
Shaw's
Shops at Saugus
31.64
Trader Joe's, La-Z-Boy, PetSmart
Star's at Cambridge
41.18
Star Market
Star's at Quincy
23.63
Star's at West Roxbury
76
27.61
The Abbot
1912
77.1%
94.03
Center for Effective Alturism
Twin City Plaza
285
22.43
Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Everfitness, Formlabs
The Longmeadow Shops
Springfield, MA
32.16
34
Festival at Woodholme
Baltimore-Columbia-Towson
MD
18,510
95.1%
40.40
Parkville Shopping Center
23,200
165
17.61
Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville
Southside Marketplace
24,800
24.51
Giant
Village at Lee Airpark
31.38
Giant, (Sunrise)
Burnt Mills
92.3%
38.58
Cloppers Mill Village
94.7%
19.48
Shoppers Food Warehouse, Dollar Tree
Firstfield Shopping Center
44.25
Takoma Park
15.05
Planet Fitness
Watkins Park Plaza
29.47
LA Fitness, CVS
Westbard Square
82.5%
36.56
Giant, Bowlmor AMF
Woodmoor Shopping Center
1954
37.93
Fenton Marketplace
Flint
MI
74.0%
9.14
Family Farm & Home
Apple Valley Square
Minneapol-St. Paul-Bloomington
MN
179
17.01
Jo-Ann Fabrics, PETCO, Savers, Experience Fitness, (Burlington Coat Factory), (Aldi)
Cedar Commons
Colonial Square
19,700
27.54
Lund's
Rockford Road Plaza
20,000
204
14.27
Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA
Rockridge Center
14,500
98.2%
14.71
CUB Foods
Brentwood Plaza
St. Louis
MO
92.6%
10.38
Schnucks
Bridgeton
12.87
Schnucks, (Home Depot)
Dardenne Crossing
67
11.72
Kirkwood Commons
210
10.39
Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's)
Blakeney Town Center
Charlotte-Concord-Gastonia
NC
384
99.7%
27.08
Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)
Carmel Commons
25.09
Chuck E. Cheese, The Fresh Market, Party City
Cochran Commons
2,975
17.91
Harris Teeter, (Walgreens)
Willow Oaks
17.89
Shops at Erwin Mill
Durham-Chapel Hill
55%
Harris Teeter
Southpoint Crossing
103
17.42
Village Plaza
11,793
25.22
Woodcroft Shopping Center
95.4%
14.52
Food Lion, ACE Hardware
Glenwood Village
Raleigh-Cary
18.71
Holly Park
1969
20.54
DSW Warehouse, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Artarama, Pet Supplies Plus, Ulta
Lake Pine Plaza
14.55
Market at Colonnade Center
28.83
Midtown East
36,000
Wegmans
Ridgewood Shopping Center
1951
9,025
Shoppes of Kildaire
21.28
Trader Joe's, Aldi, Staples, Barnes & Noble
Sutton Square
21.21
35
Village District
30%
75,000
599
25.47
Harris Teeter, The Fresh Market, The Oberlin, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry, Sephora, Barnes & Noble, Goodnight's Comedy Club, Ballard Designs
Bloomfield Crossing
New York-Newark-Jersey City
NJ
0
15.17
Superfresh
Boonton ACME Shopping Center
10,585
24.19
Acme Markets
Cedar Hill Shopping Center
7,035
30.72
Chestnut Ridge Shopping Center
30.43
Fresh Market, Drop Fitness
Chimney Rock
218
39.18
Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta
District at Metuchen
32.89
Emerson Plaza
84.9%
14.14
Shoprite, K-9 Resorts Luxury Pet Hotel
Ferry Street Plaza
8,796
21.49
Seabra Foods, Flaming Grill
H Mart Plaza
46.32
Meadtown Shopping Center
9,364
Marshalls, Petco, Walgreens
Midland Park Shopping Center
17,722
81.5%
25.21
Kings Food Markets, Crunch Fitness
Plaza Square
62.0%
Grocer
Pompton Lakes Towne Square
Rite Aid Plaza-Waldwick Plaza
1953
30.42
South Pass Village
20,144
109
30.18
Valley Ridge Shopping Center
16,775
28.44
Van Houten Plaza
37
11.70
Dollar Tree
Waldwick Plaza
90.3%
28.06
Washington Commons
8,766
25.95
Glenwood Green(7)
70%
353
92.4%
15.25
ShopRite, Target, Rendina
Haddon Commons
15.24
101 7th Avenue
NY
57
0.0%
111 Kraft Avenue
1902
47.40
1175 Third Avenue
35.9%
185.00
1225-1239 Second Ave
137.95
260-270 Sawmill Road
1.69
27 Purchase Street
82.6%
40.30
410 South Broadway
1936
1.21
48 Purchase Street
78.05
90 - 30 Metropolitan Avenue
Michaels, Staples, Trader Joe's
Arcadian Shopping Center
13,033
23.90
Stop & Shop, Westchester Community College, The 19th Hole
Biltmore Shopping Center
38.93
Broadway Plaza
88.5%
40.28
Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness
Carmel ShopRite Plaza
14.06
Shoprite, Carmel Cinema, Gold's Gyn, Rite Aid
Chilmark Shopping Center
1963
34.28
Clocktower Plaza Shopping Ctr
90.4%
50.88
DeCicco's Plaza
35.70
Decicco & Sons
East Meadow
16.10
Marshalls, Stew Leonard's, Net Cost Market
36
East Meadow Plaza
195
60.6%
25.61
Lidl, Dollar Deal
Eastchester Plaza
36.54
Eastport
13.57
King Kullen, Rite Aid
Gateway Plaza
198
9.46
Walmart, Bob's Discount Furniture
Harrison Shopping Square
33.40
The Harrison Market
Heritage 202 Center
33.99
Hewlett Crossing I & II
39.41
Lake Grove Commons
49,895
37.08
Whole Foods, LA Fitness
Lakeview Shopping Center
10,944
18.20
Acme, Planet Fitness, Montclare Children's School, Rite Aid
McLean Plaza
5,000
86.9%
Midway Shopping Center
12%
22,492
28.95
Shoprite, JoAnn, Amazing Savings, Daiso, CVS, Planet Fitness, Denny's Kids
New City PCSB Bank Pad
1973
53.28
Orangetown Shopping Center
6,005
22.01
Pelham Manor Plaza
87.7%
35.28
Manor Market
Purchase Street Shops
33.82
Putnam Plaza
67%
17,284
16.16
Tops, NY Sports Club, Dollar World, Rite Aid
Riverhead Plaza
34.20
Rivertowns Square
27.63
Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas
Somers Commons
Level Fitness, Tractor Supply, Goodwill
Staples Plaza-Yorktown Heights
12.09
Level Fitness, Staples, Party City, Extra Space Storage
Tanglewood Shopping Center
3,163
40.47
The Gallery at Westbury Plaza
53.17
Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear
The Point at Garden City Park
30.73
King Kullen, Ace Hardware
The Shops at SunVet (fka SunVet)(6)(7)
33.7%
38.55
Towne Centre at Somers
84
31.08
Valley Stream
28.68
King Kullen
Village Commons
38.95
Wading River
King Kullen, CVS, Ace Hardware
Westbury Plaza
88,000
390
27.26
WalMart, Costco, Marshalls, Total Wine and More, Olive Garden
Marine's Taste of Italy
Cherry Grove
Cincinnati
OH
13.05
Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning
Hyde Park
397
17.40
Kroger, Kohl's, Walgreens, Jo-Ann Fabrics, Ace Hardware, Staples, Marshalls, Five Below
Red Bank Village
7.89
Regency Commons
78.8%
27.76
West Chester Plaza
10.56
East Pointe
Columbus
11.53
Kroger New Albany Center
13.90
Northgate Plaza (Maxtown Road)
12.33
Kroger, (Home Depot)
Corvallis Market Center
Corvallis
OR
22.68
Michaels, TJ Maxx, Trader Joe's
Northgate Marketplace
Medford
93.2%
24.56
Trader Joe's, REI, PETCO
Northgate Marketplace Ph II
96.4%
18.05
Dick's Sporting Goods, Homegoods, Marshalls
Greenway Town Center
Portland-Vancouver-Hillsboro
16.79
Dollar Tree, Rite Aid, Whole Foods
Murrayhill Marketplace
150
85.9%
20.98
Safeway, Planet Fitness
Sherwood Crossroads
12.69
Tanasbourne Market
33.03
Walker Center
REI
Allen Street Shopping Ctr
Allentown-Bethlehem-Easton
PA
46
19.07
Grocery Outlet Bargain Market
Lower Nazareth Commons
27.85
Burlington Coat Factory, PETCO, (Wegmans), (Target)
Stefko Boulevard Shopping Center
10.69
Valley Farm Market, Dollar Tree, Muscle Inc. Gym
Hershey
Harrisburg-Carlisle
30.00
Baederwood Shopping Center
24,365
28.11
Whole Foods, Planet Fitness
City Avenue Shopping Center
162
21.77
Ross Dress for Less, TJ Maxx, Dollar Tree
Gateway Shopping Center
35.87
Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics
Mercer Square Shopping Center
23.28
Weis Markets
Newtown Square Shopping Center
19.49
Acme Markets, Michael's
Warwick Square Shopping Center
17.49
Grocery Outlet Bargain Market, Planet Fitness
Indigo Square
Charleston-North Charleston
SC
30.99
Greenwise (Vac 8/29/20)
Merchants Village
18.63
Harpeth Village Fieldstone
Nashvil-Davdsn-Murfree-Frankln
TN
17.31
Northlake Village
15.83
Peartree Village
20.43
Kroger, PETCO
Hancock
Austin-Round Rock-Georgetown
TX
263
20.04
24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors
Market at Round Rock
86.5%
Sprout's Markets, Office Depot
North Hills
22.11
H.E.B.
Shops at Mira Vista
Trader Joe's, Champions Westlake Gymnastics & Cheer
Tech Ridge Center
216
24.23
H.E.B., Pinstack, Baylor Scott & White
Bethany Park Place
Dallas-Fort Worth-Arlington
10,200
CityLine Market
30.41
CityLine Market Phase II
28.58
Hillcrest Village
51.23
Keller Town Center
120
17.43
Tom Thumb
Lebanon/Legacy Center
30.26
(WalMart)
Market at Preston Forest
22.34
Mockingbird Commons
21.36
Tom Thumb, Ogle School of Hair Design
Preston Oaks
40.79
Central Market, Talbots
Prestonbrook
15.57
Shiloh Springs
15.32
Alden Bridge
Houston-Woodlands-Sugar Land
26,000
21.64
Kroger, Walgreens
Baybrook East(7)
10,222
13.16
H.E.B
Cochran's Crossing
138
20.77
Indian Springs Center
25.71
Market at Springwoods Village
53%
3,750
18.14
Panther Creek
25.24
CVS, The Woodlands Childrens Museum, Fitness Project
Sienna(7)
19.2%
37.38
Southpark at Cinco Ranch
14.72
Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods
Sterling Ridge
22.48
Kroger, CVS
Sweetwater Plaza
The Village at Riverstone
17.19
Weslayan Plaza East
21.90
Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle
Weslayan Plaza West
21.79
Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble
Westwood Village
206
Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, (Target)
Woodway Collection
25,900
32.19
Carytown Exchange
Richmond
VA
68%
28.13
Hanover Village Shopping Center
9.68
Aldi, Tractor Supply Company, Harbor Freight Tools
Village Shopping Center
1948
24,250
84.1%
25.64
Ashburn Farm Village Center
17.76
Patel Brothers, The Shop Gym
Belmont Chase
34.38
Cooper's Hawk Winery, Whole Foods
Centre Ridge Marketplace
11,640
21.37
United States Coast Guard Ex, Planet Fitness
Festival at Manchester Lakes
31.35
Amazon Fresh, Homesense, Hyper Kidz
Fox Mill Shopping Center
22,500
27.22
Greenbriar Town Center
76,200
340
99.3%
29.41
Big Blue Swim School, Bob's Discount Furniture, CVS, Giant, Marshalls, Planet Fitness, Ross Dress for Less, Total Wine and More
Kamp Washington Shopping Center
33.91
PGA Tour Superstore
Kings Park Shopping Center
21,800
Giant, CVS
Lorton Station Marketplace
7,300
Amazon Fresh, Planet Fitness
Point 50
Amazon Fresh
Saratoga Shopping Center
22,800
Shops at County Center
19.26
Harris Teeter, Planet Fitness
The Crossing Clarendon
420
38.07
Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, LifeTime, Corobus Sports
The Field at Commonwealth
23.62
Village Center at Dulles
52,000
307
83.3%
30.56
Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max
Willston Centre I
82.2%
31.65
Fashion K City
Willston Centre II
23,823
27.81
Safeway, (Target), (PetSmart)
6401 Roosevelt
Seattle-Tacoma-Bellevue
WA
1929
Aurora Marketplace
13,400
18.92
Safeway, TJ Maxx
Ballard Blocks I
28.01
LA Fitness, Ross Dress for Less, Trader Joe's
Ballard Blocks II
35.12
Bright Horizons, Kaiser Permanente, PCC Community Markets, Prokarma, Trufusion, West Marine
Broadway Market
21,500
Gold's Gym, Mosaic Salon Group, Quality Food Centers
Cascade Plaza
13.26
Big 5 Sporting Goods, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's
Eastgate Plaza
96.5%
32.61
Safeway, Rite Aid
Grand Ridge Plaza
331
26.62
Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta
Inglewood Plaza
47.01
Island Village
16.38
Klahanie Shopping Center
38.28
(QFC)
Melrose Market
84.2%
35.14
Overlake Fashion Plaza
30.25
Marshalls, Bevmo!, Amazon Go Grocery
Pine Lake Village
26.79
Quality Food Centers, Rite Aid
Roosevelt Square
81.3%
27.33
Whole Foods, Guitar Center, LA Fitness
Sammamish-Highlands
38.84
Trader Joe's, Bartell Drugs, (Safeway)
Southcenter
35.51
(Target)
Regency Centers Total
2,268,157
56,825
Item 3. Legal Proceedings
We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.
See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."
As of February 05, 2024, there were 112,794 holders of our common stock.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common shareholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.
Under the revolving credit agreement of our Line, in the event of any monetary default, we may not make distributions to shareholders except to the extent necessary to maintain our REIT status.
During the quarter ended December 31, 2023, the Operating Partnership issued 181,885 exchangeable operating partnership units to partially fund the acquisition of an operating property. Such units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such issuances.
The following table represents information with respect to purchases by Regency of its common stock by months during the three month period ended December 31, 2023:
Period
Total number ofsharespurchased (1)
Total number of sharespurchased as part ofpublicly announced plansor programs (2)
Average pricepaid per share
Maximum number or approximatedollar value of shares that may yet bepurchased under the plans orprograms (2)
October 1, 2023, through October 31, 2023
230,000,011
November 1, 2023, through November 30, 2023
December 1, 2023, through December 31, 2023
The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2018. The following performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act").
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
100.00
111.42
84.78
145.30
125.60
140.38
S&P 500
131.49
155.68
200.37
164.08
207.21
FTSE NAREIT Equity REITs
126.00
115.92
166.04
125.58
142.83
FTSE NAREIT Equity Shopping Centers
125.03
90.47
149.32
130.60
146.32
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executing on our Strategy
During the year ended December 31, 2023, we had Net income attributable to common shareholders of $359.5 million as compared to $482.9 million during the year ended December 31, 2022, which included gains on sale of real estate of $109.0 million.
During the year ended December 31, 2023:
We continued our development and redevelopment of high quality shopping centers:
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
UBP Acquisition
On August 18, 2023, we completed the acquisition of UBP, which was structured as multiple mergers. Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.
The following table provides the components that make up the total purchase price for the UBP acquisition:
(in thousands, except stock price)
Purchase Price
Shares of common stock issued for acquisition
13,568
Closing stock price on August 17, 2023
61.03
Value of common stock issued for acquisition
828,025
Other adjustments
(9,495
)
Total value of common stock issued
818,530
Debt repaid
39,266
Preferred stock converted
225,000
Transaction costs
57,197
Other cash payments
Total purchase price
1,140,061
As part of the acquisition, Regency acquired 74 properties (all categorized as Non-Same Property for 2023 and 2024 reporting purposes) representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. The consolidated results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through December 31, 2023.
Leasing Activity and Significant Tenants
We believe our high-quality, neighborhood and community shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses.
Pro-rata Percent Leased
The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:
Percent Leased – All properties
Anchor Space (spaces ≥ 10,000 SF)
96.8
Shop Space (spaces < 10,000 SF)
92.4
91.5
Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2023.
Pro-rata Leasing Activity
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted-average PSF):
Year Ended December 31, 2023
LeasingTransactions
SF(in thousands)
BaseRent PSF
TenantAllowanceand LandlordWork PSF
LeasingCommissionsPSF
Anchor Space Leases
New
859
20.37
45.96
5.38
Renewal
2,916
18.06
0.39
0.10
Total Anchor Space Leases
3,775
18.58
10.77
1.30
Shop Space Leases
583
1,179
38.25
41.71
1,105
1,952
37.55
1.73
0.73
Total Shop Space Leases
1,688
3,131
5.45
Total Leases
1,839
6,906
27.30
13.50
3.19
Year Ended December 31, 2022
632
15.09
24.36
5.32
3,252
1.07
0.23
3,884
4.86
1.06
562
1,058
36.17
11.48
1,287
2,395
35.94
1.66
0.77
1,849
3,453
36.44
4.05
1,981
7,337
25.70
8.33
2.47
The weighted-average base rent PSF on signed Shop Space leases during 2023 was $37.82 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $34.73 PSF. New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 10.0% for the 12 months ended December 31, 2023, as compared to 7.4% for the 12 months ended December 31, 2022.
Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2. Properties" of this Report. We seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
Anchor
Number ofStores
Percentage ofCompany-owned GLA (1)
Percentage ofAnnualBase Rent (1)
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.5% of our Pro-rata annual base rent which is primarily related to Rite Aid who filed in October 2023.
Results from Operations
Results from operations for the year ended December 31, 2023, include the results of our acquisition of UBP from August 18, 2023.
Comparison of the years ended December 31, 2023 and 2022:
Revenues changed as summarized in the following table:
(in thousands)
Change
Lease income
Base rent
897,451
821,755
75,696
Recoveries from tenants
311,775
280,658
31,117
Percentage rent
12,963
9,635
3,328
Uncollectible lease income
(549
13,841
(14,390
Other lease income
20,685
14,748
5,937
Straight-line rent
10,788
24,272
(13,484
Above/below market rent and tenant rent inducement amortization, net
30,826
22,543
8,283
Total lease income
1,283,939
1,187,452
96,487
Other property income
11,573
10,719
854
Management, transaction, and other fees
26,954
25,851
1,103
Total revenues
1,322,466
1,224,022
98,444
Total lease income increased $96.5 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:
Management, transaction, and other fees increased $1.1 million primarily due to increased debt placement, property management and development fees from our real estate partnerships.
Changes in our operating expenses are summarized in the following table:
Depreciation and amortization
352,282
319,697
32,585
Property operating expense
229,209
196,148
33,061
Real estate taxes
165,560
149,795
15,765
General and administrative
97,806
79,903
17,903
Other operating expenses
9,459
6,166
3,293
Total operating expenses
854,316
751,709
102,607
Depreciation and amortization costs increased $32.6 million, as follows:
Property operating expense increased $33.1 million, on a net basis, as follows:
Real estate taxes increased $15.8 million, on a net basis, mainly due to the following:
General and administrative costs increased $17.9 million, on a net basis, mainly due to the following:
Other operating expenses increased $3.3 million, primarily due to transition costs related to the acquisition of UBP.
The following table presents the components of Other expense:
Interest expense, net
Interest on notes payable
154,647
148,803
5,844
Interest on unsecured credit facilities
6,824
2,058
4,766
Capitalized interest
(5,695
(4,166
(1,529
Hedge expense
438
Interest income
(1,965
(947
(1,018
154,249
146,186
8,063
Gain on sale of real estate, net of tax
(661
(109,005
108,344
Early extinguishment of debt
(99
Net investment (income) loss
(5,665
6,921
(12,586
Total other expense (income)
147,824
44,102
103,722
Interest expense, net increased $8.1 million primarily due to the following:
During 2023, we recognized gains on sale of $0.7 million from three land parcels. During 2022, we recognized gains on sale of $109.0 million from two operating property and five land parcels.
Net investment income increased $12.6 million primarily driven by $11.0 million gains on investments held in the non-qualified deferred compensation plan which have an offsetting expense in General and administrative costs noted above and $1.6 million gains on investments held in our captive insurance company.
Total equity in income of investments in real estate partnerships changed as follows:
Regency'sOwnership
GRI - Regency, LLC ("GRIR")
40.00%
35,901
35,819
Equity One JV Portfolio LLC ("NYC") (1)
30.00%
9,173
(9,089
Columbia Regency Retail Partners, LLC ("Columbia I")
20.00%
1,630
1,817
(187
Columbia Regency Partners II, LLC ("Columbia II")
1,743
1,735
Columbia Village District, LLC
2,199
1,669
530
RegCal, LLC ("RegCal") (2)
25.00%
2,912
4,499
(1,587
Other investments in real estate partnerships
11.80% - 66.67%
6,072
5,112
960
Total equity in income of investments in real estate partnerships
50,541
59,824
(9,283
The $9.3 million decrease, on a net basis, in our equity in income of investments in real estate partnerships is largely attributable to the following changes:
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
Net income
370,867
488,035
(117,168
Income attributable to noncontrolling interests
(6,310
(5,170
(1,140
Net income attributable to the Company
364,557
482,865
(118,308
Preferred stock dividends
(5,057
Net income attributable to common shareholders
359,500
(123,365
Net income attributable to exchangeable operating partnership units
2,008
2,105
(97
Net income attributable to common unit holders
361,508
484,970
(123,462
Comparison of the years ended December 31, 2022 and 2021:
For a comparison of our results from operations for the years ended December 31, 2022 and 2021, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023.
Supplemental Earnings Information
We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Defined Terms" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP measures we present in this Report.
We do not consider non-GAAP measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.
Pro-rata Same Property NOI:
Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
Real estate revenues:
940,556
908,351
32,205
328,314
308,930
19,384
14,531
11,040
3,491
Termination fees
7,833
5,007
2,826
(361
14,496
(14,857
12,450
11,945
505
9,229
8,580
649
Total real estate revenue
1,312,552
1,268,349
44,203
Real estate operating expenses:
Operating and maintenance
222,139
202,017
20,122
168,825
162,926
5,899
Ground rent
11,992
11,761
231
Total real estate operating expenses
402,956
376,704
26,252
Pro-rata same property NOI
909,596
891,645
17,951
Less: Termination fees / expense
Pro-rata same property NOI, excluding termination fees / expense
901,763
886,638
15,125
Pro-rata same property NOI growth, excluding termination fees / expense
Real estate revenue increased $44.2 million, on a net basis, as follows:
Total real estate operating expense increased $26.3 million, on a net basis, as follows:
Same Property Roll-forward:
Our same property pool includes the following property count, Pro-rata GLA, and changes therein:
(GLA in thousands)
PropertyCount
Beginning same property count
41,383
393
41,294
Acquired properties owned for entirety of comparable periods
771
327
Developments that reached completion by beginning of earliest comparable period presented
Disposed properties
(1
(27
(5
(195
SF adjustments (1)
(115
Change in intended property use
Ending same property count
42,135
Nareit FFO and Core Operating Earnings:
Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:
(in thousands, except share information)
Reconciliation of Net income to Nareit FFO
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
378,400
344,629
Gain on sale of real estate
(3,822
(121,835
Exchangeable operating partnership units
Nareit FFO attributable to common stock and unit holders
736,086
707,764
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Merger transition costs
4,620
Certain Non Cash Items
(11,060
(11,327
Uncollectible straight-line rent
(1,174
(14,155
Above/below market rent amortization, net
(29,869
(21,434
Debt premium/discount amortization
2,352
(184
Core Operating Earnings
700,856
660,840
Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:
Less:
Other (1)
46,084
51,090
Plus:
Other operating expense
Other expense
Equity in income of investments in real estate excluded from NOI (2)
46,088
35,824
Net income attributable to noncontrolling interests
6,310
5,170
5,057
Pro-rata NOI
951,288
896,786
Less non-same property NOI (3)
(41,692
(5,141
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.
On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due 2034 (the “2024 Notes”) under our existing shelf registration filed with the SEC. The Notes mature on January 15, 2034, and were issued at 99.617% of par value with a coupon of 5.25%. We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the 2024 Notes. In addition, we have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnerships, which we intend to refinance or pay-off as they mature. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
In addition to our $85.0 million of unrestricted cash, we have the following additional sources of capital available:
ATM program (see note 12 to our Consolidated Financial Statements)
Original offering amount
500,000
Available capacity
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount(2)
1,250,000
Available capacity (1)
1,090,285
Maturity (2)
March 23, 2025
The declaration of dividends is determined quarterly by our Board of Directors. On February 7, 2024, our Board of Directors:
While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2023 and 2022, we generated cash flow from operations of $719.6 million and $655.8 million, respectively, and paid $458.8 million in dividends to our common and preferred stock and unit holders, and $430.1 million in dividends to our common stock and unit holders, respectively.
We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in January 2024, we estimate that we will require capital during the next 12 months of approximately $677.8 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts.
If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2023, 87.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.7x and 4.6x for the periods ended December 31, 2023 and 2022, respectively, and our Pro-rata net debt and Preferred Stock-to-operating EBITDAre adjusted ratio on a trailing 12 month basis was 5.4x and 5.0x, respectively, for the same periods. In light of the merger with UBP on August 18, 2023, the adjusted debt metric calculations include legacy Regency results for the trailing 12 months and the annualized contribution from UBP post merger.
Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the Consolidated Financial Statements. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent with our existing debt covenants. We were in compliance with these covenants at December 31, 2023, and expect to remain in compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
Net cash provided by operating activities
719,591
655,815
63,776
Net cash used in investing activities
(341,978
(206,108
(135,870
Net cash used in financing activities
(355,035
(475,958
120,923
Net change in cash, cash equivalents, and restricted cash
22,578
(26,251
48,829
Total cash, cash equivalents, and restricted cash
91,354
68,776
Net cash provided by operating activities:
Net cash provided by operating activities increased $63.8 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $135.9 million as follows:
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively
(45,386
(169,639
124,253
Acquisition of UBP, net of cash acquired of $14,143
(82,389
Real estate development and capital improvements
(232,855
(195,418
(37,437
Proceeds from sale of real estate
11,167
143,133
(131,966
Issuance of notes receivable
(4,000
Collection of notes receivable
4,000
1,823
2,177
Investments in real estate partnerships
(13,119
(36,266
23,147
Return of capital from investments in real estate partnerships
11,308
48,473
(37,165
Dividends on investment securities
1,283
1,113
170
Acquisition of investment securities
(7,990
(21,112
13,122
Proceeds from sale of investment securities
16,003
21,785
(5,782
Significant changes in investing activities include:
We plan to continue developing and redeveloping shopping centers for long-term investment. During 2023, we deployed capital of $232.9 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:
Capital expenditures:
Land acquisitions
2,580
12,484
(9,904
Building and tenant improvements
92,609
75,420
17,189
Redevelopment costs
88,426
68,730
19,696
Development costs
34,981
27,861
7,120
5,505
4,133
1,372
Capitalized direct compensation
8,754
1,964
232,855
195,418
37,437
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Market
Ownership
Start Date
Estimated Stabilization Year (1)
Estimated / Actual NetDevelopmentCosts (2) (3)
GLA (3)
Cost PSFof GLA (2) (3)
% of CostsIncurred
Developments In-Process
Glenwood Green
Metro NYC
Q1-22
46,172
247
Baybrook East - Phase 1B(4)
Houston, TX
Q2-22
10,384
Sienna - Phase 1
Q2-23
9,409
409
The Shops at SunVet
Long Island, NY
86,872
520
Total Developments In-Process
152,837
515
297
The following table summarizes our redevelopment projects in-process and completed:
Estimated Incremental Project Costs (2) (3)
% of Costs Incurred
Redevelopments In-Process
Boston, MA
Q2-19
58,973
Westbard Square Phase I
Bethesda, MD
Q2-21
37,000
Atlanta, GA
30,859
Los Angeles, CA
Q4-22
24,525
Jacksonville, FL
16,422
Serramonte Center - Phase 3
San Francisco, CA
36,989
Q3-23
14,986
Avenida Biscayne
Miami, FL
Q4-23
22,743
15,002
Various Redevelopments
Various
20% - 100%
57,762
1,368
Total Redevelopments In-Process
315,261
3,193
Redevelopments Completed
Metro DC
Q4-18
55,679
Various Properties
32,345
1,648
Total Redevelopments Completed
88,024
1,777
Net cash used in financing activities:
Net cash flows used in financing activities changed during 2023, as follows:
Cash flows from financing activities:
Net proceeds from common stock issuances
(33
61,284
(61,317
Repurchase of common shares in conjunction with equity award plans
(7,662
(6,447
(1,215
Common shares repurchased through share repurchase program
(20,006
(75,419
55,413
Proceeds from sale of treasury stock, net
Contributions from (Distributions to) limited partners in consolidated partnerships, net
2,425
(7,245
9,670
Dividend payments and operating partnership distributions
(458,846
(430,143
(28,703
Redemption of exchangeable operating partnership units
(9,163
Proceeds from unsecured credit facilities, net
152,000
Proceeds from debt issuance
59,500
Debt repayment, including early redemption costs
(72,827
(17,964
(54,863
Payment of loan costs
(526
(88
(438
Significant financing activities during the years ended December 31, 2023 and 2022 included the following:
55
Contractual Obligations
We have contractual obligations at December 31, 2023, which are discussed in our notes to Consolidated Financial Statements and include:
Critical Accounting Estimates
Knowledge about our significant accounting policies is necessary for a complete understanding of our Consolidated Financial Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates, judgments, and assumptions that impact the balance of assets and liabilities as of the financial statement date and the reported amount of income and expenses during the financial reporting period. These accounting estimates, judgments and assumptions are based upon, but not limited to historical experience, current trends, expected future results, current market conditions, and interpretation of industry accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.
Valuation of Real Estate Investments Acquired from Urstadt Biddle Properties, Inc.
We generally account for an acquisition of a single real estate property or portfolio of real estate properties as an asset acquisition. We measure the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate
properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.
Key assumptions may include stabilized net operating income and capitalization rates. Stabilized net operating income is based on several factors including property operating history, market rents, location, property conditions, amenities, local demographics, economic trends, and size of the property. We determine capitalization rates by market based on recent transactions and other market data and adjust, if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. The use of different assumptions, judgments and estimates to value the acquired properties and allocate the most significant portion of the purchase price among the land, buildings and improvements and identified intangible assets and liabilities could affect the depreciation and amortization expense we recognize over the estimated remaining useful life.
Impairment of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances, including property operating performance, general market conditions or changes in expected hold periods, that indicate that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Recent Accounting Pronouncements
See note 1 to Consolidated Financial Statements.
Environmental Matters
We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.
As of December 31, 2023, we had accrued liabilities of $19.4 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2023. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2023, and are subject to change on a monthly basis. In addition, we continually assess the market risk for floating rate debt and believe that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $1,557,500 per year based on $155.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, 2023. If we increase our line of credit balance in the future, additional decreases to future earnings and cash flows could occur.
Further, the table below incorporates only those exposures that exist as of December 31, 2023, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2023.
(dollars in thousands)
Fair Value
Fixed rate debt (1)
395,978
309,882
359,273
756,170
343,580
1,864,200
4,029,083
3,759,418
Average interest rate for all fixed rate debt (2)
3.86
3.88
3.87
3.94
Variable rate SOFR debt (1)
155,750
155,734
Average interest rate for all variable rate debt (2)
5.89
Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Capital for the years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2023
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
To the Shareholders and the Board of Directors of
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:
Acquisition of Urstadt Biddle Properties, Inc.
As discussed in Note 1 and 2 to the consolidated financial statements, the Company acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Company measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.
We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 16, 2024
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) 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) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
To the Board of Directors of Regency Centers Corporation
and the Partners of Regency Centers, L.P.:
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2024 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:
As discussed in Note 1 and 2 to the consolidated financial statements, the Partnership acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Partnership measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership's fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:
We have served as the Partnership's auditor since 1998.
We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) 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) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.
The Partnership’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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Consolidated Balance Sheets
December 31, 2023 and 2022
(in thousands, except share data)
Assets
Net real estate investments:
Real estate assets, at cost (note 1)
13,454,391
11,858,064
Less: accumulated depreciation
2,691,386
2,415,860
Real estate assets, net
10,763,005
9,442,204
Investments in sales-type lease, net
8,705
Investments in real estate partnerships (note 4)
370,605
350,377
Net real estate investments
11,142,315
9,792,581
Properties held for sale
18,878
Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1)
Tenant and other receivables (note 1)
206,162
188,863
Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023 and 2022, respectively
73,398
68,945
Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at December 31, 2023 and 2022, respectively (note 6)
283,375
197,745
Right of use assets, net
328,002
275,513
Other assets (note 5)
283,429
267,797
Total assets
12,426,913
10,860,220
Liabilities and Equity
Liabilities:
Notes payable, net (note 9)
4,001,949
3,726,754
Unsecured credit facility (note 9)
Accounts payable and other liabilities
358,612
317,259
Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at December 31, 2023 and 2022, respectively (note 6)
398,302
354,204
Lease liabilities
246,063
213,722
Tenants’ security, escrow deposits and prepaid rent
78,052
70,242
Total liabilities
5,234,978
4,682,181
Equity:
Shareholders’ equity (note 12):
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per share and no shares authorized or issued at December 31, 2022
Common stock $0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and 171,124,593 shares issued at December 31, 2023 and 2022, respectively
1,846
1,711
Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022, respectively
(25,488
(24,461
Additional paid-in-capital
8,704,240
7,877,152
Accumulated other comprehensive (loss) income
(1,308
7,560
Distributions in excess of net income
(1,871,603
(1,764,977
Total shareholders’ equity
7,032,687
6,096,985
Noncontrolling interests (note 12):
Exchangeable operating partnership units, aggregate redemption value of $74,199 and $46,340 at December 31, 2023 and 2022, respectively
42,195
34,489
Limited partners’ interests in consolidated partnerships (note 1)
117,053
46,565
Total noncontrolling interests
159,248
81,054
Total equity
7,191,935
6,178,039
Total liabilities and equity
See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per share data)
Revenues:
1,113,368
12,456
40,337
1,166,161
Operating expenses:
303,331
184,553
142,129
78,218
5,751
713,982
Other expense (income):
145,170
Provision for impairment of real estate
84,389
(91,119
(5,463
Total other expense
132,977
Income from operations before equity in income of investments in real estate partnerships
320,326
428,211
319,202
Equity in income of investments in real estate partnerships (note 4)
47,086
366,288
Noncontrolling interests:
(2,008
(2,105
(1,615
Limited partners’ interests in consolidated partnerships
(4,302
(3,065
(3,262
(4,877
361,411
Income per common share - basic (note 15)
2.04
2.82
2.12
Income per common share - diluted (note 15)
2.81
Consolidated Statements of Comprehensive Income
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
(2,448
20,061
5,391
Reclassification adjustment of derivative instruments included in net income
(7,536
833
4,141
Unrealized gain (loss) on available-for-sale debt securities
337
(1,309
(405
Other comprehensive (loss) income
(9,647
19,585
9,127
Comprehensive income
361,220
507,620
375,415
Less: comprehensive income attributable to noncontrolling interests:
4,877
Other comprehensive (loss) income attributable to noncontrolling interests
(779
1,798
729
Comprehensive income attributable to noncontrolling interests
5,531
6,968
5,606
Comprehensive income attributable to the Company
355,689
500,652
369,809
Consolidated Statements of Equity
Shareholders' Equity
Noncontrolling Interests
PreferredStock
CommonStock
TreasuryStock
AdditionalPaid InCapital
AccumulatedOtherComprehensiveLoss
Distributionsin Excess ofNet Income
TotalShareholders’Equity
ExchangeableOperatingPartnershipUnits
LimitedPartners’Interest inConsolidatedPartnerships
TotalNoncontrollingInterests
TotalEquity
Balance at December 31, 2020
1,697
(24,436
7,792,082
(18,625
(1,765,806
5,984,912
35,727
37,508
73,235
6,058,147
1,615
3,262
Other comprehensive income
Other comprehensive income before reclassification
4,603
383
4,986
Amounts reclassified from accumulated other comprehensive income
3,795
329
346
Deferred compensation plan, net
1,678
(1,603
Restricted stock issued, net of amortization
12,650
12,652
Common stock repurchased for taxes withheld for stock-based compensation, net
(3,553
Common stock issued under dividend reinvestment plan
1,286
Common stock issued for partnership units exchanged
Common stock issued, net of issuance costs
82,497
82,510
Distributions to partners
(4,345
Cash dividends declared:
Common stock/unit ($2.410 per share)
(410,419
(1,836
(412,255
Balance at December 31, 2021
1,712
(22,758
7,883,458
(10,227
(1,814,814
6,037,371
35,447
37,114
72,561
6,109,932
3,065
17,008
1,664
1,744
18,752
779
(1,703
1,702
16,665
16,667
(5,858
Common stock repurchased and retired
(13
(75,406
524
1,275
(1,275
61,274
Reallocation of noncontrolling interests, net of transaction costs
(6,482
6,266
(216
Contributions from partners
13,223
(14,816
Common stock/unit ($2.525 per share)
(433,028
(1,873
(434,901
Balance at December 31, 2022
4,302
Other comprehensive loss
(2,063
(9
(39
(48
(2,111
Amounts reclassified from accumulated other comprehensive loss
(6,805
(692
(731
Adjustment for noncontrolling interests in the Operating Partnership
13,518
(13,518
(1,027
1,027
20,439
20,441
(7,074
(3
(20,003
Repurchase of exchangeable operating partnership units
622
(198
818,361
818,497
Issuance of exchangeable operating partnership units
31,253
Issuance of preferred stock
74,730
(7,813
Preferred stock/unit
Common stock/unit ($2.620 per share)
(466,126
(2,628
(468,754
Balance at December 31, 2023
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred loan costs and debt premiums
8,252
5,799
6,003
Accretion of above and below market lease intangibles, net
(29,130
(20,995
(22,936
Stock-based compensation, net of capitalization
20,075
16,521
12,515
Equity in income of investments in real estate partnerships
(50,541
(59,824
(47,086
Provision for impairment of real estate, net of tax
Distribution of earnings from investments in real estate partnerships
66,531
61,416
71,934
Settlement of derivative instruments
(2,472
Deferred compensation expense (income)
4,782
(6,128
4,572
Realized and unrealized (gain) loss on investments
(5,571
7,040
(5,348
Changes in assets and liabilities:
Tenant and other receivables
(13,904
(35,274
(24,869
Deferred leasing costs
(11,156
(10,801
(6,966
Other assets
3,028
1,292
(1,226
5,152
(9,088
6,677
(316
7,130
5,701
659,388
(392,051
(177,631
206,193
(20
(23,476
99,945
813
(23,971
23,846
(286,352
Net proceeds from common stock issuance
(4,083
Proceeds from sale of treasury stock
Contributions from limited partners in consolidated partnerships
10,238
Distributions to limited partners in consolidated partnerships
Distributions to exchangeable operating partnership unit holders
(2,368
(1,867
(1,815
Dividends paid to common shareholders
(453,065
(428,276
(403,085
Dividends paid to preferred shareholders
(3,413
Proceeds from unsecured credit facilities
557,000
95,000
Repayment of unsecured credit facilities
(405,000
(95,000
(265,000
Proceeds from notes payable
Repayment of notes payable
(61,592
(6,745
(42,014
Scheduled principal payments
(11,235
(11,219
(11,255
(7,468
(656,459
(283,423
Cash, cash equivalents, and restricted cash at beginning of the year
95,027
378,450
Cash, cash equivalents, and restricted cash at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in 2023, 2022, and 2021, respectively)
147,176
141,359
140,084
Cash paid for income taxes, net of refunds
933
570
378
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
126,683
111,709
107,480
Previously held equity investments in real estate assets acquired
17,179
(4,609
Mortgage loans assumed by Company with the acquisition of real estate
22,779
111,104
Right of use assets obtained in exchange for new operating lease liabilities
36,577
Sale of leased asset in exchange for net investment in sales-type lease
8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value
284,706
Noncontrolling interest assumed in acquisition, at fair value
64,492
Common stock exchanged for UBP shares
Preferred stock exchanged for UBP shares
199
Exchangeable operating partnership units issued for acquisition of real estate
Real estate received in lieu of promote interest
13,589
Change in accrued capital expenditures
8,877
4,888
10,188
Stock-based compensation capitalized
954
735
666
Contributions to investments in real estate partnerships
920
Contributions from limited partners in consolidated partnerships, net
5,436
Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership
Adjustment for noncontrolling interests in the operating partnership
Common stock issued for dividend reinvestment in trust
1,193
1,126
1,084
Contribution of stock awards into trust
2,080
1,416
Distribution of stock held in trust
2,245
3,647
Change in fair value of securities
338
1,658
513
(in thousands, except unit data)
Liabilities and Capital
Capital:
Partners’ capital (note 12):
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per unit and no units authorized or issued at December 31, 2022
General partner; 184,581,070 and 171,124,593 units outstanding at December 31, 2023 and 2022, respectively
6,808,995
6,089,425
Limited partners; 1,107,454 and 741,433 units outstanding at December 31, 2023 and 2022, respectively
Total partners’ capital
7,074,882
6,131,474
Noncontrolling interest: Limited partners’ interests in consolidated partnerships
Total capital
Total liabilities and capital
(in thousands, except per unit data)
Net income attributable to the Partnership
366,565
363,026
Preferred unit distributions and issuance costs
Income per common unit - basic (note 15):
Income per common unit - diluted (note 15):
1,713
689
3,571
4,778
3,951
357,649
502,842
371,464
Consolidated Statements of Capital
General PartnerPreferred andCommon Units
LimitedPartners
TotalPartners’Capital
NoncontrollingInterests inLimited Partners’Interest inConsolidatedPartnerships
TotalCapital
6,003,537
6,020,639
Other comprehensive income before reclassifications
4,626
3,812
(416,600
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
(2,267
Common units exchanged for common stock of Parent Company
6,047,598
6,072,818
17,088
784
Contribution from partners
(449,717
Reallocation of limited partners' interest, net of transaction costs
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company
(5,334
Other comprehensive loss before reclassifications
(2,072
(6,844
(476,567
Preferred unit distributions
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
(6,452
7,033,995
Repurchase of common units in conjunction with equity award plans
Common units repurchased through share repurchase program
(455,433
(404,900
Common stock issued by Parent Company for partnership units exchanged
Common stock issued by Parent Company for dividend reinvestment plan
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of December 31, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 381 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Acquisition of Urstadt Biddle Properties Inc.
On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”), UBP, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, (a) UB Sub II merged with and into Urstadt Biddle (the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following the first merger, UB Sub I merged with and into Merger Sub (the “second merger” and together with the first merger, the “mergers”), with Merger Sub being the surviving entity in the second merger. The combined company continues to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).
The closing of the mergers completed on August 18, 2023 and each share of Urstadt Biddle’s common stock, par value $0.01 per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement. Immediately thereafter, on August 18, 2023, each share of UB Sub I’s common stock, par value $0.01 per share, and class A common stock, par value $0.01 per share, converted into 0.347 of a share of common stock, par value $0.01 per share, of common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).
Estimates, Risks, and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to weaken.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical challenges, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects
of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.
Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling financial interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method of accounting. All significant inter-company balances and transactions are eliminated in the Consolidated Financial Statements.
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
Ownership of the Parent Company
The Parent Company has a single class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of December 31, 2023, the Parent Company owned approximately 99.4% or 184,581,070 of the 185,688,524 of the outstanding Common Units, with the remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.
Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.
Real Estate Partnerships
As of December 31, 2023, Regency held partial ownership interests in 119 properties through partnerships, of which 18 are consolidated. Regency's partners include institutional investors and real estate developers and/or operators (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate property. Regency has a variable interest in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them in accordance with the equity method of accounting.
The assets of these partnerships are restricted to the use of the partnerships and cannot be reached by general creditors of the Company. Similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional contributions by the partners. As managing member, Regency maintains the books and records and typically provides leasing property and asset management services to the partnerships. The Partners' level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.
The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range from 10 to 40 years.
The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third-party construction loans. The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:
270,674
107,725
Cash, cash equivalents, and restricted cash
8,201
2,420
Liabilities
Notes payable
33,211
4,188
Equity
88,794
24,364
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets.
Noncontrolling Interests of the Parent Company
The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners other than the common shareholders of the Parent Company: (i) the EOP units and (ii) the minority-owned interest held by third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's shareholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.
The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has the right, but not the obligation, to purchase the other members' interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in Net income and Comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.
Leasing Income and Tenant Receivables
The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"), which are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance ("CAM") costs (collectively "Recoverable Costs") incurred.
Lease terms generally range from three to seven years for tenant spaces under 10,000 square feet ("Shop Space") and in excess of five years for spaces greater than 10,000 square feet ("Anchor Space"). Many leases also provide tenants the option to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be re-leased to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and depreciated over the shorter period of the life of the subsequent lease or the useful life of the improvement.
The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2023, the Company classified one lease as a sales type lease, with all others classified as operating leases.
Recognition and Presentation
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.
For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its cost.
Collectibility
At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period.
In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
December 31,
Tenant receivables
34,814
31,486
Straight-line rent receivables
138,590
128,214
Other receivables (1)
32,758
29,163
Total tenant and other receivables, net
Real Estate Sales
The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.
Management Services and Other Property Income
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.
Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values in Regency's capacity as managing member. The terms of these promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal.
Leasing Services
Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures' shopping centers, at which time revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is generally due upon tenant opening or the commencement of rent payments.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated Balance Sheets.
Other Property Income
Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met.
Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
Year ended December 31,
Timing ofsatisfaction ofperformanceobligations
Management, transaction, and other fees:
Property management services
Over time
14,075
13,470
14,415
Asset management services
6,542
6,752
Promote income
Leasing services
Point in time
3,908
3,945
4,096
Other transaction fees
2,429
1,684
Total management, transaction, and other fees
The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $18.5 million and $16.4 million, as of December 31, 2023 and 2022, respectively.
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
Land
4,802,583
4,379,877
Land improvements
758,779
707,227
Buildings
6,371,894
5,465,877
1,302,954
1,171,650
Construction in progress
218,181
133,433
Total real estate assets
Capitalization and Depreciation
Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.
As part of the leasing process, the Company may provide lessees with allowances for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of Lease income. 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.
Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term.
Development and Redevelopment Costs
All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development or redevelopment.
Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2023 and 2022, the Company had nonrefundable deposits and other pre-development costs of approximately $7.7 million and $6.9 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2023, 2022, and 2021, the Company expensed pre-development costs of approximately $0.1 million, $0.6 million, and $1.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.
Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs incurred. The Company discontinues interest and real estate tax capitalization when a project is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on a project beyond 12 months after substantial completion of the building. During the years ended December 31, 2023, 2022, and 2021, the Company capitalized interest of $5.7 million, $4.2 million, and $4.2 million, respectively, on our development and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2023, 2022, and 2021, we capitalized $13.3 million, $10.8 million, and $11.3 million, respectively, of direct internal costs incurred to support our development and redevelopment program.
Acquisitions
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the purchase price of the acquired properties based on their relative fair value to the applicable assets and liabilities. Acquisitions of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
Held for Sale
The Company classifies real estate assets as held-for-sale upon satisfaction of all the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Upon the determination to classify a property as held for sale, the Company ceases depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.
Valuation of Real Estate Investments and Impairments
The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.
Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2023 and 2022, $6.4 million and $2.3 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.
Goodwill
Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur. See note 5.
The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more
likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.
The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Investments
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.
Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.
Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Investment income in the Consolidated Statements of Operations.
Derivative Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative instruments. Specifically, the Company enters into derivative instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative instruments are used to manage fluctuations in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.
In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.
Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.
Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its shareholders are at least equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a TRS or qualify as a REIT. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.4% owner, is allocated its Pro-rata share of tax attributes.
The Company accounts for income taxes related to its TRS's under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2020 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.
The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.
Under Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.
The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods. For ground leases, the Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.
The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it receives an equal number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan"). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
Grocer anchor tenants represent approximately 20.0% of Pro-rata annual base rent. No single tenant accounts for 10% or more of revenue and none of the shopping centers are located outside the United States.
ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:
The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.
(n) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial statements:
Standard
Description
Date of adoption
Effect on the financial statements or other significant matters
Recently adopted:
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related to activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship.
March 2020 through March 31, 2023
The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.
January 1, 2023
The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.”
January 1, 2024
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures.
ASU 2023-09,
Income Taxes (Topic 740):Improvements to Income Tax Disclosures.
ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.
January 1, 2025
With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:
Purchase Price Allocation
The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:
Real estate assets
1,379,835
Investments in unconsolidated real estate partnerships
35,942
1,415,777
Cash, accounts receivable and other assets
51,902
Lease intangible assets
128,663
Total assets acquired
1,596,342
Accounts payable, accrued expenses, and other liabilities
37,500
Lease intangible liabilities
69,583
Total liabilities assumed
391,789
Non-controlling interest
The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment and represents management's best estimate of the fair value as of the acquisition date.
The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:
(in years)
Weighted Average Amortization Period
Assets:
In-place leases
8.0
Above-market leases
Below-market leases
18.5
Other Acquisitions
The following tables detail the other properties acquired for the periods set forth below:
DatePurchased
City/State
PropertyType
Regency Ownership
PurchasePrice (1)
DebtAssumed,Net ofPremiums (1)
IntangibleAssets (1)
IntangibleLiabilities (1)
5/1/2023
Sienna Phase 1
Development
2,695
5/18/2023
SunVet
Holbrook, NY
24,140
10/11/2023
Nohl Plaza
Orange, CA
Operating
25,328
3,940
10,470
12/1/2023
Longmeadow, MA
31,400
4,049
1,876
Total property acquisitions
83,563
7,989
12,346
3/1/2022
Old Bridge, NJ
3/31/2022
Bainbridge Island, WA
30,650
2,900
6,839
4/1/2022
Apple Valley (2)
Apple Valley, MN
34,070
4,773
490
Cedar Commons (2)
Minneapolis, MN
29,330
4,369
Corral Hollow (2)
Tracy, CA
40,600
3,410
Shops at the Columbia (2)
Washington, DC
889
5/6/2022
Baederwood Shoppes
Jenkintown, PA
51,603
5,796
1,062
10/12/2022
East Meadow, NY
30,000
3,295
10,867
241,253
25,432
19,571
In addition to the acquisitions listed above, the Company acquired, for $9.0 million, the remaining 50% ownership interest from its partner in Kroger New Albany Center, an existing consolidated property.
The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth below:
(in thousands, except number sold data)
Net proceeds from sale of real estate investments
661
109,005
91,119
Provision for impairment of real estate sold
Number of operating properties sold
Number of land parcels sold
Percent interest sold
100
The Company invests in real estate partnerships, which consist of the following:
Regency's Ownership
Number of Properties
Total Investment
Total Assets of the Partnership
The Company's Share of Net Income of the Partnership
Net Income of the Partnership
GRI - Regency, LLC (GRIR)
144,371
1,475,611
84,224
Columbia Regency Retail Partners, LLC (Columbia I)
7,045
139,224
8,559
Columbia Regency Partners II, LLC (Columbia II)
42,994
424,672
8,769
6,123
97,522
7,383
Individual Investors
Ballard Bocks
49.90%
62,140
120,379
1,486
3,297
Town & Country Center
35.00%
42,074
224,579
1,075
3,136
Others(1)
65,858
208,006
6,507
19,770
Total investments in real estate partnerships
2,689,993
135,138
155,302
1,501,876
83,989
New York Common Retirement Fund (NYC)(1)
674
2,468
35,673
7,423
138,493
9,392
41,757
405,927
8,674
5,836
96,002
5,597
RegCal, LLC (RegCal)(2)
5,789
24,326
18,258
62,624
126,482
1,300
2,925
40,409
206,931
2,404
Others
50.00%
30,563
105,500
2,993
6,254
2,608,005
173,166
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
Investments in real estate, net
2,432,859
2,359,289
Acquired lease intangible assets, net
16,723
16,821
240,411
231,895
1,499,702
1,398,297
Acquired lease intangible liabilities, net
15,112
17,619
Other liabilities
80,457
81,714
Capital - Regency
418,205
412,784
Capital - Third parties
676,517
697,591
The following table reconciles the Company's capital recorded by the unconsolidated partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheet:
Basis difference
(47,600
(62,407
The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows:
390,843
378,096
416,222
88,974
86,193
94,026
65,509
61,224
66,061
47,529
42,010
54,618
5,008
5,615
5,837
3,119
3,851
3,624
210,139
198,893
224,166
56,706
54,874
58,109
(11,140
(49,424
(75,162
587
Provision for impairment
9,833
45,566
6,037
(7,220
Net income of the Partnerships
199,276
The Company's share of net income of the Partnerships
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships for the periods set forth below:
Year ended December 31, 2023
PropertyName
Real Estate Partner
Ownership%
Purchase Price (1)
Debt Assumed, Net of Premiums (1)
Intangible Assets (1)
Intangible Liabilities (1)
9/19/2023
Chicago, IL
Other
27,510
3,625
503
Year ended December 31, 2022
03/25/22
Naperville, IL
Columbia II
52,380
22,074
4,336
814
06/24/22
Baybrook East 1B
5,540
57,920
Dispositions
The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real estate partnerships:
Proceeds from sale of real estate investments
30,659
116,377
224,708
11,140
49,424
75,162
The Company's share of gain on sale of real estate
3,161
12,748
9,380
Number of land out-parcels sold
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2023, were as follows:
(in thousands)Scheduled Principal Payments and Maturities by Year:
ScheduledPrincipalPayments
MortgageLoanMaturities
UnsecuredMaturities
Regency'sPro-RataShare
3,718
33,690
37,408
14,678
6,094
147,222
153,316
48,506
7,393
233,147
41,800
282,340
89,520
7,576
32,800
40,376
13,669
4,267
246,605
250,872
92,027
Beyond 5 Years
6,688
739,324
746,012
280,328
Net unamortized loan costs, debt premium / (discount)
(10,622
(3,872
Total notes payable
35,736
1,422,166
534,856
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 95.4% having a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.2% at December 31, 2023.
As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate partner was unable to fund its share of the capital requirements of the real estate partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our Pro-rata share of net income or loss in each of these real estate partnerships, we receive fees as discussed in Note 1, as follows:
Asset management, property management, leasing, and investment and financing services
40,301
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
167,062
51,992
54,581
Prepaid and other
40,635
28,615
Derivative assets
14,213
6,575
Furniture, fixtures, and equipment, net
6,662
5,808
Deferred financing costs, net
2,865
5,156
Total other assets
The following table presents the goodwill balances and activity during the year to date periods ended:
AccumulatedImpairmentLosses
Beginning of year balance
300,496
(133,434
300,529
167,095
Goodwill allocated to Properties held for sale
(5,972
5,972
Goodwill associated with disposed reporting units:
Goodwill allocated to Gain on sale of real estate
End of year balance
294,524
(127,462
As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.
The Company had the following acquired lease intangibles as of the periods set forth below:
543,892
452,868
103,896
82,930
Total intangible assets
647,788
535,798
Accumulated amortization
(364,413
(338,053
609,369
547,519
(211,067
(193,315
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
Line item in Consolidated Statements of Operations
In-place lease amortization
34,568
33,621
Above-market lease amortization
6,571
5,828
5,487
Acquired lease intangible asset amortization
50,673
40,396
39,108
Below-market lease amortization
37,831
28,642
30,378
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:
In Process Year EndingDecember 31,
Amortization of In-place lease intangibles
Net accretion of Above/ Below market leaseintangibles
45,098
22,598
33,012
21,953
26,791
21,216
21,185
20,207
16,764
20,065
Lessor Accounting
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance ("Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:
December 31, 2021
Operating lease income
Fixed and in-substance fixed lease income
928,364
851,409
797,502
Variable lease income
324,037
287,149
262,619
Other lease related income, net:
24,539
1,261
12,510
5,227
Uncollectible amounts billable in lease income
23,481
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
For the year ended December 31,
972,980
872,330
757,633
633,290
480,640
1,740,783
5,457,656
At December 31, 2023, the Company had one lease classified as a sales-type lease, with lease income recorded over the lease term in the form of variable interest income representing the constant periodic rate of return on the Company’s net investment in the lease, and fixed contractual obligations.
Lessee Accounting
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.
The Company has 21 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2121, and in most cases, provide for renewal options.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in many cases, provide for renewal options.
The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements of Operations.
Operating lease expense under the Company's ground and office leases were as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:
Fixed operating lease expense
Ground leases
14,727
13,759
13,862
Office leases
4,103
4,162
4,309
Total fixed operating lease expense
18,830
17,921
18,171
Variable lease expense
1,586
1,591
1,032
611
615
Total variable lease expense
2,315
2,202
1,647
Total lease expense
21,145
20,123
19,818
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows for operating leases
15,823
14,656
15,165
The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2023, and provides a reconciliation to the Lease liability included in the accompanying Consolidated Balance Sheets:
Lease Liabilities
Ground Leases
Office Leases
12,955
3,082
16,037
12,962
3,464
16,426
12,883
3,331
16,214
12,909
2,151
15,060
13,051
1,305
14,356
702,602
702,914
Total undiscounted lease liabilities
767,362
13,645
781,007
Present value discount
(533,777
(1,167
(534,944
233,585
12,478
Weighted average discount rate
Weighted average remaining term (in years)
49.4
8. Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes. The following table summarizes the tax status of dividends paid on our common stock:
Dividend per share
2.56
2.53
(2)
(3)
Ordinary income
Capital gain (4)
Additional tax status information:
Qualified dividend income
Section 199A dividend
Section 897 ordinary dividends
Section 897 capital gains
The following table summarizes the tax status of dividends paid on our Series A preferred stock:
Capital gain
The following table summarizes the tax status of dividends paid on our Series B preferred stock:
0.37
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 was as follows:
Income tax expense (benefit):
Current
796
(332
620
Deferred
293
421
Total income tax expense (benefit) (1)
895
1,041
The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as follows:
Computed expected tax expense (benefit)
371
504
544
State income tax, net of federal benefit
477
Valuation allowance
(323
Permanent items
All other items
(273
Total income tax expense (1)
Income tax expense attributable to operations (1)
The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:
Deferred tax assets
1,893
1,007
(1,893
(1,007
Deferred tax assets, net
Deferred tax liabilities
Fixed assets
(12,563
(12,527
(780
(61
(13,343
(12,588
Net deferred tax liabilities
The Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning strategies are implemented.
The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:
MaturingThrough
WeightedAverageContractualRate
WeightedAverageEffectiveRate
Notes payable:
Fixed rate mortgage loans
6/1/2037
3.8%
4.2%
449,615
342,135
Variable rate mortgage loans (1)
1/31/2032
4.3%
299,579
136,246
Fixed rate unsecured debt
3/15/2049
4.0%
3,252,755
3,248,373
Unsecured credit facilities:
$1.25 Billion Line of Credit (the "Line") (2)
3/23/2025
6.3%
6.6%
Total unsecured credit facilities
Total debt outstanding
4,153,949
Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2023, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2023, the Line had a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line bears interest at a variable rate of SOFR plus a 0.10% market adjustment and an applicable margin of 0.865%, and is subject to a commitment fee of 0.15%. Both the applicable margin and the commitment fee are based on the Company's corporate credit rating.
The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2023, the Company is in compliance with all financial covenants for the Line.
On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured debt due in 2034, and were issued at 99.617% of par value with a coupon of 5.250%.
On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The maturity date of the Credit Agreement is March 23, 2028 with the option to extend the expiration for two additional six month periods.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
Scheduled Principal Payments and Maturities by Year:
UnsecuredMaturities (1)
12,398
133,580
250,000
11,094
52,537
402,000
465,631
11,426
147,847
200,000
8,612
222,558
525,000
7,011
36,570
300,000
343,581
8,070
106,130
1,750,000
Unamortized debt premium/(discount) and issuance costs
(8,640
(22,244
(30,884
58,611
690,582
3,404,756
In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:
The Company was in compliance as of December 31, 2023, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:
Fair Value at December 31,
Assets (Liabilities) (1)
EffectiveDate
MaturityDate
NotionalAmount
Bank Pays VariableRate of
Regency PaysFixed Rate of
12/1/22
3/17/25
SOFR
1.443%
873
1,443
12/16/22
6/2/27
2.261%
1,540
2,158
1/17/23(2)
8/15/24
3.995%
196
7/17/17(2)
7/1/27
1.498%
3,041
9/21/16(2)
10/1/26
8,768
1.475%
8/16/18(2)
8/15/28
8,764
4.830%
214
3/18/19(2)
4/1/29
3.165%
473
2/1/22(2)
2/1/32
3.053%
4,879
1/3/23(2)
7/1/29
3.633%
861
11/1/24
3.705%
2/24/23
12/31/26
4.229%
(212
2/21/23
12/21/26
1.684%
1,386
1,939
9/19/23
9/19/28
4.314%
(1,008
883
10/31/17(2)
10/1/24
6,025
2.334%
12/1/23
12/1/26
4.060%
Total derivative financial instruments
12,878
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of December 31, 2023, does not have any derivatives that are not designated as hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
Location and Amount of Gain (Loss) Recognized in OCI on Derivative
Location and Amount of Loss (Gain) Reclassified from AOCI into Income
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Interest rate swaps
As of December 31, 2023, the Company expects approximately $10.6 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except for the following:
CarryingAmount
Financial assets:
Notes receivable
2,109
Financial liabilities:
Notes payable, net
3,763,152
3,333,378
Unsecured credit facilities
The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2023 and 2022, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $4.2 million for the year ended December 31, 2023, unrealized losses of $8.0 million for the year ended December 31, 2022 and unrealized gains of $1.7 million for the year ended December 31, 2021.
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
Fair Value Measurements as of December 31, 2023
Balance
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
37,039
Available-for-sale debt securities
14,953
Interest rate derivatives
66,205
29,166
(1,335
Fair Value Measurements as of December 31, 2022
40,089
14,492
61,156
21,067
During the year ended December 31, 2023 and December 31, 2022, there were no real estate assets re-measured to estimated fair value on a nonrecurring basis.
See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Preferred Stock Outstanding as of December 31, 2023
Date of Issuance
Shares Issued and Outstanding
Liquidation Preference
Distribution Rate
Callable By Company
Series A
8/18/2023
4,600,000
115,000,000
6.250%
On demand
Series B
4,400,000
110,000,000
5.875%
On or after 10/1/2024
9,000,000
225,000,000
Each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1, 2024. The holders of the Preferred Stock have general preference rights over common stock holders with respect to liquidation and quarterly distributions. Except under certain limited conditions, holders of the Preferred Stock will not be entitled to vote. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.
Dividends Declared
On February 7, 2024, the Board:
Common Stock of the Parent Company
On February 7, 2024, the Board declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13, 2024.
At the Market ("ATM") Program
Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during 2023. As of December 31, 2023, $500 million of common stock remained available for issuance under this ATM equity program.
Stock Repurchase Program
The Board has authorized a two-year common stock repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any will be dependent upon market conditions and other factors. The stock repurchased, if not retired, would be treated as treasury stock. The Board's authorization for this Repurchase Program will expire on February 7, 2025, unless modified, extended or earlier terminated by the Board.
During the year ended December 31, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates. At December 31, 2023, $230.0 million remained available under this Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by RCLP is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as described above. During the year ended December 31, 2023, the Operating Partnership issued 520,589 exchangeable operating partnership units, valued at $31.3 million, as partial purchase price consideration for the acquisition of two properties. In addition, 3,340 Partnership Units were converted to Parent Company common stock, and 151,228 Partnership Units were converted to $9.2 million in cash at the Parent Company's election.
General Partners
The Parent Company, as general partner, owned the following Partnership Units outstanding:
Partnership units owned by the general partner
184,581
171,125
Partnership units owned by the limited partners
1,108
Total partnership units outstanding
185,689
171,866
Percentage of partnership units owned by the general partner
99.6
The Company recorded stock-based compensation in General and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below:
Restricted stock (1)
17,277
12,651
Directors' fees paid in common stock and other employee stock grants
590
589
Capitalized stock-based compensation
(954
(735
(666
16,913
The Company established its Omnibus Incentive Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2023, there were 4.1 million shares available for grant under the Plan.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.
The following table summarizes non-vested restricted stock activity:
Number of Shares
Intrinsic Value (in thousands)
Weighted Average Grant Price
Non-vested as of December 31, 2022
711,699
Time-based awards granted (1) (4)
162,616
66.62
Performance-based awards granted (2) (4)
15,882
67.53
Market-based awards granted (3) (4)
129,305
70.47
Change in market-based awards earned for performance (3)
36,483
66.78
Vested (5)
(299,938
65.74
Forfeited
65.38
Non-vested as of December 31, 2023 (6)
754,518
50,553
Volatility
45.50
43.10
42.60
Risk free interest rate
3.75
1.39
0.18
Weighted-average grant price for restricted stock
68.28
72.86
46.55
Intrinsic value of restricted stock vested
19,717
17,797
10,939
401(k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2023. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $5.3 million, $4.4 million, and $4.1 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Non-Qualified Deferred Compensation Plan ("NQDCP")
The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.
The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:
Location in Consolidated Balance Sheets
31,852
36,163
Deferred compensation obligation
31,770
36,085
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment (income) loss in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within shareholders' equity.
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
Numerator:
Income attributable to common shareholders - basic
Income attributable to common shareholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
176,085
171,404
170,236
Weighted average common shares outstanding for diluted EPS (1) (2)
176,371
171,791
170,694
Income per common share – basic
Income per common share – diluted
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per share calculations.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
Income attributable to common unit holders - basic
Income attributable to common unit holders - diluted
Weighted average common units outstanding for basic EPU
177,038
172,152
170,998
Weighted average common units outstanding for diluted EPU (1) (2)
177,324
172,540
171,456
Income per common unit – basic
Income per common unit – diluted
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common unit holders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per unit calculations.
Litigation
The Company is a party to litigation, and is subject to other disputes, in each case that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; 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; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $8.5 million and $9.4 million in letters of credit outstanding as of December 31, 2023, and 2022, respectively.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
Initial Cost
Total Cost
Net Cost
Shopping Centers (1)
Land & LandImprovements
Building &Improvements
CostCapitalizedSubsequent toAcquisition (2)
AccumulatedDepreciation
Net ofAccumulatedDepreciation
Mortgages orEncumbrances
48,340
34,895
(57,260
15,378
10,597
25,975
(1,818
24,157
1,220
3,932
5,113
40,560
25,617
866
26,483
67,043
(4,243
62,800
23,033
17,173
17,140
40,173
(3,637
36,536
4,860
2,251
2,386
7,246
(535
6,711
2,198
272
(318
2,152
3,141
2,945
6,086
(37
6,049
3,943
4,001
903
2,239
3,142
(21
3,121
3,044
2,414
2,415
5,459
(29
5,430
2,372
1,603
3,975
(15
3,960
1,021
4,361
4,360
5,381
(70
5,311
1,214
4,414
4,420
5,634
(42
5,592
30,760
35,830
3,021
30,812
38,799
69,611
(30,862
38,749
(79,032
1,673
552
2,225
(11
2,214
2,685
934
288
3,907
(139
3,768
2,170
1,634
3,804
3,784
16,614
24,171
343
24,514
41,128
(4,940
36,188
732
851
876
1,608
(220
1,388
5,695
5,204
5,203
10,898
(67
10,831
1,293
11,119
12,412
(119
12,293
3,004
5,852
220
9,076
(1,398
7,678
17,014
21,958
623
22,581
39,595
(2,363
37,232
(26,000
6,394
1,704
8,098
(41
8,057
10,109
11,288
12,879
22,988
(6,797
16,191
9,065
1,270
3,338
6,997
10,335
(4,250
6,085
5,438
21,328
5,358
21,375
26,733
(2,788
23,945
14,546
26,716
26,747
41,293
(298
40,995
(13,033
2,584
9,865
1,278
11,143
13,727
(9,409
4,318
4,282
18,827
2,145
4,868
20,386
25,254
(6,183
19,071
Avenida Biscayne (fka Aventura Square)
88,098
20,771
764
89,657
19,976
109,633
(4,374
105,259
2,751
10,459
11,071
9,486
14,795
24,281
(5,369
18,912
12,016
33,556
887
34,443
46,459
(2,158
44,301
(24,365
23,074
33,838
14,113
27,758
43,267
71,025
(21,154
49,871
2,160
1,137
(1,294
2,003
8,132
9,756
5,081
8,323
14,646
22,969
(10,673
12,296
13,881
17,193
(247
14,372
16,455
30,827
(9,231
21,596
2,295
9,551
3,061
2,965
11,942
14,907
(9,854
5,053
4,832
12,405
532
12,937
17,769
(1,440
16,329
(10,200
1,738
3,918
4,006
5,744
(47
5,697
4,632
3,766
3,777
8,409
8,362
10,371
5,136
5,261
15,632
(1,452
14,180
42,663
38,481
39,607
82,270
(9,570
72,700
22,251
20,815
21,402
43,653
(7,461
36,192
(15,342
82,411
89,165
3,178
82,425
92,329
174,754
(7,764
166,990
3,365
11,453
14,818
(137
14,681
14,912
23,012
8,639
33,225
41,864
(13,921
27,943
31,988
5,850
823
6,673
38,661
(901
37,760
(22,300
43,888
9,726
10,079
53,967
(3,389
50,578
8,664
9,601
18,265
18,126
(10,585
3,659
10,787
14,537
18,196
(9,678
8,518
2,628
11,236
5,218
3,606
15,476
19,082
(9,941
9,141
20,713
597
21,310
34,189
(5,343
28,846
2,788
3,473
380
3,853
6,641
(1,999
4,642
694
3,292
785
4,077
4,771
(3,518
1,253
4,597
24,836
6,113
5,519
30,027
35,546
(22,604
12,942
Brick Walk
25,299
41,995
2,258
44,253
69,552
(13,635
55,917
(30,919
BridgeMill Market
7,521
13,306
1,057
7,522
14,362
21,884
(4,303
17,581
3,033
8,137
621
3,067
8,724
11,791
(4,005
7,786
3,983
18,687
12,076
3,887
34,746
(23,089
11,657
40,723
42,170
2,015
44,185
84,908
(10,433
74,475
7,019
8,688
6,998
9,062
16,060
(3,453
12,607
35,161
17,494
5,966
22,458
58,621
(7,166
51,455
1,417
7,432
4,425
11,857
13,274
(10,379
2,895
45,502
16,642
(3,255
42,552
16,337
58,889
(8,210
50,679
70,411
36,518
937
70,448
37,418
107,866
(10,853
97,013
2,970
5,978
1,424
7,402
10,372
(5,222
5,150
2,459
4,897
163
2,546
4,973
7,519
(4,274
3,245
774
4,347
604
4,951
5,725
(4,358
1,367
2,466
12,548
3,422
17,436
20,858
(12,733
8,125
15,321
21,149
(174
20,975
4,974
3,233
1,302
7,738
9,040
(7,541
1,499
24,121
21,263
(44
24,122
21,218
45,340
(4,162
41,178
3,187
9,397
686
10,083
13,270
(3,127
10,143
4,704
16,748
16,888
21,592
(1,717
19,875
7,266
9,372
7,280
9,393
16,673
(120
16,553
(7,035
6,661
11,502
4,607
18,407
(7,740
1,141
6,845
1,511
8,356
9,497
(2,794
6,703
4,612
20,829
5,947
6,886
24,502
31,388
(21,856
9,532
30,074
12,644
2,479
15,123
45,197
(5,178
40,019
3,533
15,862
5,763
21,625
25,158
(14,466
10,692
4,952
15,407
20,359
(168
20,191
23,623
48,200
685
48,885
72,508
(18,914
53,594
22,930
9,028
304
9,332
32,262
(2,513
29,749
29,303
18,437
28,880
18,937
47,817
(2,642
45,175
(24,000
12,208
15,839
464
12,306
16,205
28,511
(6,478
22,033
2,744
3,081
3,185
5,929
(1,136
4,793
24,189
35,422
2,474
24,538
37,547
62,085
(30,482
31,603
49,630
19,624
550
20,174
69,804
(5,041
64,763
15,056
5,594
499
6,093
(2,220
18,929
13,154
12,315
2,839
15,154
28,308
(12,149
16,159
28,627
10,395
952
11,347
39,974
(2,735
37,239
30,819
36,506
1,699
31,272
37,752
69,024
(8,597
60,427
29,515
40,673
2,473
29,514
43,147
72,661
(9,074
63,587
(7,706
14,922
15,200
2,542
15,332
17,332
32,664
(4,734
27,930
8,407
8,004
899
8,903
17,310
(4,641
12,669
1,772
6,944
1,988
8,932
10,704
(7,179
3,525
8,887
24,183
33,070
(1,649
31,421
6,674
12,244
915
6,696
13,137
19,833
(8,297
11,536
6,608
14,967
14,978
21,586
(163
21,423
(13,142
4,030
4,225
8,255
(53
8,202
(3,902
18,713
20,373
20,794
39,507
(2,857
36,650
(16,000
17,982
35,574
13,746
23,175
44,127
67,302
(14,636
52,666
5,867
5,874
5,871
108,841
32,308
3,391
35,699
144,540
(9,219
135,321
30,303
19,255
1,967
21,222
51,525
(4,970
46,555
6,592
23,543
24,085
30,677
(248
30,429
4,194
4,005
803
4,343
4,659
9,002
(2,726
6,276
Darinor Plaza
693
32,140
1,328
711
33,450
34,161
(8,335
25,826
8,890
23,368
23,398
32,288
(240
32,048
5,300
8,181
2,880
11,061
16,361
(7,125
9,236
15,145
12,110
924
13,034
28,179
(1,255
26,924
(13,800
3,342
15,934
23,453
26,795
(18,473
8,322
12,325
21,378
715
12,267
22,151
34,418
(1,923
32,495
13,135
25,070
25,041
38,178
(1,902
36,276
1,730
7,189
2,622
1,941
9,600
11,541
(7,486
4,055
4,663
14,313
(144
4,519
18,832
(1,023
17,809
5,017
7,379
7,399
12,416
(82
12,334
2,985
5,649
6,493
9,418
(568
8,850
7,600
11,538
15,728
10,328
34,866
(13,584
21,282
11,025
27,371
3,818
31,189
42,214
(15,804
26,410
2,834
7,370
3,039
3,263
9,980
13,243
(7,042
6,201
8,615
7,835
8,641
7,874
16,515
16,416
5,040
11,572
20,254
10,518
26,348
36,866
(17,639
19,227
Fairfield Center
6,731
29,420
1,757
31,177
37,908
(9,194
28,714
9,982
9,796
9,795
19,777
19,658
1,340
4,168
1,246
4,769
6,015
(3,276
2,739
30,712
7,327
10,350
34,924
13,465
48,389
(8,847
39,542
(34,873
2,298
(7,919
512
2,377
2,889
(1,428
1,461
7,960
24,439
32,499
(258
32,241
(8,796
3,077
11,587
3,735
3,111
15,288
18,399
(10,020
8,379
29,722
29,041
29,784
29,417
59,201
(14,462
44,739
11,924
16,856
543
11,822
17,501
29,323
(15,956
13,367
6,660
28,021
2,922
30,943
37,603
(19,452
18,151
2,136
8,273
894
9,167
11,303
(6,220
5,083
52,665
7,134
12,960
55,087
17,672
72,759
(20,577
52,182
3,157
11,153
6,182
4,654
15,838
20,492
(10,315
10,177
12,951
1,826
4,124
14,756
18,880
(6,036
12,844
1,194
613
5,994
7,188
(5,082
2,106
12,699
18,482
3,843
11,521
23,503
35,024
(13,838
21,186
17,091
26,274
17,092
26,457
43,549
(282
(23,078
24,208
61,033
6,199
24,918
66,522
91,440
(32,434
59,006
4,831
3,138
3,137
7,968
(59
7,909
3,831
6,990
6,991
10,822
(72
10,750
(4,866
7,777
24,829
1,079
25,908
33,685
(6,997
26,688
1,296
2,469
3,765
(24
3,741
28,764
25,113
1,484
26,597
55,361
(7,202
48,159
8,232
28,260
(13,805
4,692
17,995
22,687
(12,162
10,525
2,284
9,443
947
10,390
12,674
(6,769
5,905
6,034
5,195
11,229
(71
11,158
17,630
8,231
8,296
25,926
(881
25,045
1,694
5,901
5,900
7,594
7,527
12,390
26,097
14,924
12,215
41,196
53,411
(22,818
30,593
808
820
827
(601
11,850
18,205
949
19,154
31,004
(3,806
27,198
4,929
5,065
5,309
(4,498
5,740
26,078
21,460
21,464
47,542
(254
47,288
(9,047
1,600
1,909
1,960
3,560
(1,245
2,995
4,581
4,423
3,104
8,895
11,999
(5,268
5,734
16,709
12,058
8,343
26,158
34,501
(18,222
16,279
8,975
23,799
2,334
8,828
26,280
35,108
(9,330
25,778
5,157
14,279
7,444
9,610
17,270
26,880
(9,115
17,765
9,809
39,905
11,630
9,971
51,373
61,344
(31,988
29,356
24,974
25,903
1,318
25,050
27,145
52,195
(9,052
43,143
8,087
9,849
(4
9,845
17,932
(2,940
14,992
2,159
3,442
4,742
(2,099
2,643
12,354
23,660
175
12,361
23,828
36,189
(1,721
34,468
2,294
12,841
1,382
16,517
(8,293
8,224
26,243
787
9,367
27,027
36,394
29,589
6,772
16,224
1,479
6,802
17,673
24,475
(7,209
17,266
14,451
20,089
441
20,530
(5,244
29,737
2,062
23,536
25,598
(201
25,397
3,844
6,599
1,455
8,054
11,898
(6,789
24,036
57,476
2,541
60,017
84,053
(16,636
67,417
7,632
2,029
8,897
10,926
(5,852
5,074
6,341
22,296
313
22,609
28,950
(283
28,667
(10,944
3,913
1,310
9,184
13,097
(7,333
5,764
2,030
8,859
(3,519
2,433
4,937
(3,437
3,933
1,779
10,060
1,661
11,721
13,500
(7,766
15,992
12,964
4,112
16,343
16,725
33,068
(14,163
18,905
603
13,428
14,031
13,857
7,913
27,230
658
27,888
35,801
(10,155
25,646
1,266
1,686
1,675
6,455
9,839
213
6,160
10,347
16,507
(6,063
10,444
4,400
11,445
1,881
13,326
17,726
(8,790
8,936
2,000
9,676
6,329
1,996
16,009
18,005
(11,672
6,333
12,592
12,781
12,918
25,510
(4,984
20,526
(3,750
1,706
4,885
399
1,727
5,263
(3,573
3,417
12,527
12,039
12,061
24,588
(149
(5,000
9,961
15,328
15,333
25,294
25,099
(9,364
35,628
66,847
(289
66,558
102,186
(17,637
84,549
4,451
10,807
(370
10,437
14,888
(1,773
13,115
9,814
24,226
24,330
34,144
33,861
(17,722
1,073
6,043
1,901
10,573
12,474
(8,252
4,222
3,000
10,728
14,093
17,093
(8,806
8,287
2,999
6,765
1,411
8,176
11,175
(6,686
4,489
4,300
13,951
1,228
15,179
19,479
(9,699
9,780
2,670
18,401
14,569
2,903
32,737
35,640
(20,011
15,629
18,173
13,554
2,322
15,876
34,049
(8,566
25,483
837
1,306
2,142
(14
2,128
7,955
18,349
18,403
26,358
(223
26,135
2,412
10,150
1,356
11,506
13,918
(10,204
3,714
22,993
7,778
7,787
30,780
(158
30,622
(19,278
12,500
10,697
8,913
16,276
15,834
32,110
(11,960
20,150
10,124
8,691
8,962
11,045
16,732
27,777
(10,815
16,962
6,733
8,421
(91
8,330
4,900
19,774
4,471
24,245
29,145
(14,662
14,483
5,668
4,995
14,438
19,433
11,223
12,189
30,171
30,297
42,486
(10,600
31,886
1,769
6,652
4,983
2,840
10,564
13,404
(7,232
6,172
5,011
8,692
1,196
9,888
14,899
(5,557
9,342
2,662
11,284
5,876
17,160
19,822
(7,745
12,077
6,668
6,295
12,197
16,963
(7,003
9,960
3,503
11,671
2,052
3,190
14,036
17,226
(9,223
8,003
6,591
28,966
498
29,464
36,055
(12,717
23,338
(4,085
Ocala Corners
1,816
10,515
650
11,165
12,981
(6,152
6,829
3,704
2,065
5,769
(31
5,738
(891
2,368
11,405
13,514
3,455
23,832
27,287
(13,127
14,160
4,984
16,731
569
17,300
22,284
(281
22,003
4,716
15,472
4,718
15,576
20,294
(189
20,105
(6,005
11,894
21,407
11,241
14,135
30,407
44,542
(9,583
34,959
2,812
12,639
21,232
13,803
22,880
36,683
(14,913
21,770
14,414
6,165
15,212
20,115
35,327
(16,359
18,968
15,626
22,124
1,517
23,641
39,267
(6,996
32,271
5,197
19,746
936
20,682
25,879
(15,171
10,708
4,708
6,243
4,710
6,260
10,970
(65
10,905
38,114
691
26,692
38,088
64,780
(17,940
46,840
5,153
20,652
9,595
5,873
29,527
35,400
(16,394
19,006
21,086
28,123
3,780
31,903
52,989
(10,192
42,797
6,300
10,991
1,905
12,896
19,196
(8,395
10,801
565
23,712
37,663
(5,819
31,844
668
6,220
1,038
7,258
7,926
(4,649
3,277
Pinecrest Place
4,193
13,275
(165
3,992
13,311
17,303
(3,560
13,743
104,395
4,047
108,442
133,271
(20,348
112,923
4,200
3,881
4,202
13,988
18,190
(9,062
9,128
15,239
11,367
14,628
12,047
26,675
(2,273
24,402
18,201
14,889
6,748
19,386
20,452
39,838
(7,643
32,195
12,940
16,392
16,528
29,468
(194
29,274
15,240
5,196
5,372
20,612
(1,412
133,422
116,758
(88,645
85,205
76,330
161,535
(15,070
146,465
8,248
30,716
4,172
34,888
43,136
(20,033
23,103
3,687
17,965
10,088
5,758
25,982
31,740
(22,479
9,261
1,191
4,672
5,335
6,526
(4,415
2,111
4,164
13,032
13,655
17,819
(7,785
10,034
763
30,438
1,534
30,180
31,714
(5,281
26,433
7,069
8,622
(593
5,244
9,854
15,098
(8,167
6,931
11,682
26,215
750
11,681
26,966
38,647
(6,214
32,433
466
1,389
1,855
(22
1,833
20,939
6,317
6,479
27,418
(2,080
25,338
10,336
9,500
1,267
9,755
11,348
21,103
(4,948
16,155
3,917
3,616
3,987
7,904
(3,073
4,770
25,191
7,003
5,060
31,904
36,964
(27,508
9,456
47,684
96,414
96,618
144,302
(969
143,333
(43,150
1,774
5,753
7,537
(58
7,479
15,505
52,505
16,853
56,538
73,391
(10,252
63,139
1,500
4,917
5,314
6,814
(3,632
3,182
40,371
32,108
7,587
40,382
39,684
80,066
(7,150
72,916
2,234
6,903
8,587
10,821
(6,294
4,527
10,581
10,044
361
10,405
20,986
(3,525
17,461
9,300
8,075
8,945
9,592
16,728
26,320
(12,078
14,242
36,006
57,886
402
58,288
94,294
(11,710
82,584
8,226
1,537
9,763
11,063
(5,971
5,092
6,889
28,056
4,754
32,810
39,699
(12,255
27,444
10,846
12,525
13,630
24,476
(3,906
20,570
59,949
26,334
1,045
27,379
87,328
(5,986
81,342
390,106
172,652
95,691
416,509
241,940
658,449
(77,112
581,337
3,968
8,367
12,335
(2,481
13,383
25,265
2,844
28,109
41,492
(362
41,130
82,260
97,273
15,832
83,814
111,551
195,365
(25,907
169,458
2,731
6,360
2,454
7,557
10,011
(4,394
5,617
5,236
11,802
625
12,427
17,663
(1,394
16,269
11,193
3,002
7,078
7,117
14,195
(4,159
10,036
5,420
9,450
2,490
11,940
17,360
(7,824
9,536
11,634
19,957
(3,457
16,500
16,643
15,091
18,001
20,093
38,094
(5,764
32,330
5,091
5,985
953
6,938
12,029
(6,045
5,984
4,474
5,628
514
6,142
10,616
(1,634
8,982
20,538
42,992
43,394
63,932
(13,126
50,806
17,529
21,829
1,933
23,762
41,291
(6,674
34,617
2,860
680
4,856
(482
4,374
1,338
(363
3,809
9,957
11,296
2,197
9,973
13,477
23,450
(12,136
11,314
9,082
6,124
575
9,087
6,694
15,781
(4,316
11,465
(10,000
1,863
2,014
(63
1,501
2,313
3,814
(1,701
2,113
11,691
9,026
739
9,765
21,456
(3,555
17,901
1,487
7,717
1,146
1,448
8,902
(4,938
5,412
19,201
17,984
555
18,811
37,740
(13,955
23,785
84,586
39,342
2,382
85,117
41,193
126,310
(12,523
113,787
3,117
8,869
11,986
(627
11,359
17,020
27,055
16,431
18,534
41,972
60,506
(18,076
42,430
29,808
2,366
32,174
39,193
(343
38,850
12,001
3,482
3,332
15,136
18,468
(10,741
7,727
28,188
53,405
1,383
54,788
82,976
(13,782
69,194
11,079
31,610
31,666
42,745
42,384
(20,144
6,563
7,939
586
8,525
15,088
(2,430
12,658
26,661
34,325
7,247
29,743
38,490
68,233
(9,918
58,315
12,750
2,350
15,100
16,400
(9,929
6,471
18,395
11,306
7,531
21,438
15,794
(9,989
27,243
SouthPoint Crossing
4,412
12,235
1,556
4,382
13,821
18,203
(8,865
9,338
7,131
47,704
268
47,972
55,103
(465
54,638
Starke
1,683
1,696
1,767
(986
781
31,082
13,520
13,519
44,601
(3,426
41,175
27,003
9,425
9,426
36,429
(2,887
33,542
21,973
13,386
282
13,668
35,641
(3,390
32,251
9,121
7,603
16,724
(110
(6,770
12,846
12,162
1,660
13,822
26,668
(11,447
15,221
4,280
8,189
1,192
9,381
13,661
(7,573
6,088
9,030
10,764
4,602
13,374
11,022
24,396
(9,744
14,652
2,820
5,055
5,086
7,906
22,415
12,054
12,140
34,555
(2,894
31,661
12,584
9,221
1,503
10,724
23,308
(3,183
20,125
3,269
10,861
(294
3,149
10,687
13,836
(7,083
6,753
5,920
7,889
7,898
13,818
(100
13,718
(3,163
8,560
15,464
2,791
18,255
26,815
(11,227
15,588
12,945
37,169
4,362
40,887
54,476
(20,180
34,296
72,910
51,854
79,217
51,633
130,850
(2,904
127,946
154,932
126,328
54,813
161,278
174,795
336,073
(31,880
304,193
20,974
49,185
49,187
70,161
(527
69,634
(33,667
30,982
18,248
30,983
18,284
49,267
(9,071
40,196
108,653
216,771
4,150
220,921
329,574
(48,381
281,193
18,773
61,906
19,611
68,774
88,385
(23,007
65,378
5,451
23,738
23,753
29,204
29,122
(13,000
10,927
36,052
1,230
37,282
48,209
(8,304
1,718
6,204
7,961
(1,515
6,446
9,764
5,889
2,559
13,835
16,394
(5,256
11,138
112,136
86,918
2,810
89,728
201,864
187,402
(2,200
843
372
(313
605
902
(266
636
9,735
12,982
13,017
22,752
(2,929
19,823
13,013
(111
12,902
30,081
(3,838
4,664
5,207
5,229
9,893
(2,110
7,783
8,871
9,754
(5,677
3,235
30,998
31,020
34,255
(326
33,929
7,553
21,554
1,198
30,305
(5,975
13,829
23,922
13,828
23,965
37,793
(7,310
30,483
17,245
44,225
17,263
46,892
64,155
(22,416
41,739
5,200
25,827
6,585
34,092
40,677
(19,041
21,636
5,490
5,144
6,637
5,561
11,710
17,271
(5,788
11,483
University Commons
4,070
30,785
31,514
35,584
(10,327
25,257
17,659
1,298
18,957
36,878
(17,499
19,379
13,363
19,803
19,852
33,215
(238
32,977
(16,775
13,297
16,241
533
13,887
16,184
30,071
(1,403
28,668
2,178
2,747
4,925
4,886
2,328
7,104
7,135
9,463
(85
9,378
13,140
20,559
13,156
20,484
33,640
(8,735
24,905
11,099
12,975
3,823
11,803
16,094
27,897
(14,880
3,885
14,131
10,047
5,480
28,063
(13,473
14,590
5,950
6,064
6,376
6,291
49,037
22,618
23,542
72,579
(6,091
66,488
(4,273
14,969
18,641
634
14,915
19,329
34,244
(1,476
32,768
1,724
5,824
7,548
(73
7,475
3,840
7,232
4,094
3,878
15,166
(8,612
6,554
20,394
21,261
21,270
41,664
(6,377
35,287
7,829
12,182
12,218
20,047
(150
19,897
(8,766
5,498
131
13,631
19,129
(3,544
15,585
1,496
2,338
10,125
11,621
(8,928
2,693
2,041
12,131
3,010
2,600
14,582
17,182
(7,916
9,266
12,934
18,594
339
15,386
16,481
31,867
(4,044
27,823
1,857
7,572
725
8,297
10,154
(6,979
3,175
10,561
9,792
447
10,239
20,800
(3,114
17,686
5,840
5,759
3,003
8,762
14,602
(5,619
8,983
127,859
21,514
(8,648
127,934
12,791
140,725
(12,024
128,701
116,129
51,460
6,901
117,832
56,658
174,490
(14,612
159,878
(88,000
5,302
1,428
9,701
15,003
(4,971
10,032
3,366
11,751
11,160
4,894
21,383
26,277
(11,182
15,095
7,043
27,195
30,794
17,620
47,412
65,032
(36,156
28,876
9,035
7,455
7,426
16,461
(2,271
14,190
43,597
16,428
14,673
46,170
28,528
74,698
(7,180
67,518
19,933
25,301
(1,050
18,979
25,205
44,184
(18,416
25,768
13,322
15,314
330
15,644
(1,358
27,608
(16,700
7,435
3,721
4,905
12,349
(1,763
10,586
1,954
56,501
3,641
1,976
60,120
62,096
(23,333
38,763
6,664
7,908
(272
6,294
8,006
14,300
(3,998
10,302
Willows Shopping Center
51,964
78,029
3,414
81,415
133,407
(17,960
115,447
1,419
6,284
1,799
1,421
8,081
9,502
(5,807
3,695
7,195
7,579
13,079
(4,833
8,246
7,621
11,018
1,441
12,459
20,080
(12,436
7,644
3,500
9,288
3,489
10,194
13,683
(6,498
7,185
Corporate Assets
2,127
1,336
3,463
(1,489
1,974
Land held for future development
11,323
(4,611
6,712
5,506,209
6,848,826
1,099,356
5,561,362
7,893,029
(2,691,386
(757,833
See accompanying report of independent registered public accounting firm.
Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $10.8 billion at December 31, 2023.
The changes in total real estate assets for the years ended December 31, 2023, 2022, and 2021 are as follows:
Beginning balance
11,495,581
11,101,858
Acquired properties and land
1,445,428
224,653
479,708
Developments and improvements
206,085
171,629
172,012
Disposal of building and tenant improvements
(14,149
(29,523
(10,898
Sale of properties
(19,366
(4,276
(107,090
(21,671
(50,873
(89,136
Ending balance
The changes in accumulated depreciation for the years ended December 31, 2023, 2022, and 2021 are as follows:
2,174,963
1,994,108
Depreciation expense
293,705
270,520
253,437
(569
(28,715
Accumulated depreciation related to properties held for sale
(3,461
(28,110
(4,859
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2023, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2023.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2023, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2023.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
On September 13, 2023, Martin E. Stein Jr., the Company’s Executive Chairman of the Board of the Company, took the following actions:
(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination by Mr. Stein, was to expire by its terms on March 31, 2024. This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000 shares of common stock pursuant to multiple limit orders. As of the date of termination of this plan, Mr. Stein had not sold any shares of common stock under its terms.
(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Stein’s Rule 10b5-1 Trading Plan, which expires on February 15, 2025, provides for the sale of up to 50,000 shares of common stock pursuant to multiple limit orders. On December 14, 2023, Mr. Stein sold 25,000 shares of common stock at $68.00 per share in accordance with this Rule 10b5-1 Trading Plan.
Entry into Material Definitive Agreements
Indemnification Agreements
On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively as the “Indemnified Parties”). These Indemnification Agreements require the Company, among other things, to indemnify and hold harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act. These Indemnification Agreements also require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets forth various procedures in respect of such advancement and indemnification. The Indemnification Agreements also require the Company to procure customary directors and officers liability insurance, subject to certain conditions. The Company believes that these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.
The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the “form of” Indemnification Agreement, a copy of which is incorporated by reference as Exhibit 10(k) herein.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
Item 10. Directors, Executive Officers, and Corporate Governance
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
Code of Ethics.
We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our website.
Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information about securities that may be issued under our existing equity compensation plans:
Equity Compensation Plan Information
(as of December 31, 2023)
(a)
(b)
(c)
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
Weighted-average exercise price of outstanding options, warrants and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (3)
Equity compensation plans approved by security holders
4,138,535
Equity compensation plans not approved by security holders
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Regency Centers Corporation and Regency Centers, L.P. 2023 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8. Financial Statements and Supplementary Data" of this Report.
In reviewing the agreements included as exhibits to this Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
Underwriting Agreement
Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;
(ii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;
(iii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;
(iv)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.
Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity Distribution Agreements, dated May 17, 2017, and listed in Exhibit 1 (a) are substantially identical in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of
the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.
Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.
Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan Securities LLC
Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.
(d)
Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 8, 2020).
(e)
Form of Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 8, 2020). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Jefferies LLC.
Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., The Bank of Nova Scotia and Scotia Capital (USA) Inc.
Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of Montreal and BMO Capital Markets Corp.
Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., TD Securities (USA) LLC and The Toronto-Dominion Bank
(f)
Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BNY Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August 8, 2023).
(g)
Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to the Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on August 8, 2023).
Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC.
Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Truist Securities, Inc.
(h)
Form of Forward Master Confirmation, dated May 8, 2020 (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 8, 2020). The Forward Master Confirmations listed below are substantially identical in all material respects to the Form of Forward Master Confirmation, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of America, N.A.
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association, New York Branch
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of Montreal
(v)
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Mizuho Markets Americas LLC
(vi)
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Jefferies LLC
(vii)
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Bank of Nova Scotia
(viii)
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Toronto-Dominion Bank.
Forward Master Confirmation, dated August 8, 2023, by and between the Regency Centers Corporation and BNY Mellon Capital Markets LLC (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on August 8, 2023).
(j)
Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Nomura Global Financial Products, Inc (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on August 8, 2023).
(k)
Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Regions Securities LLC (incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K filed on August 8, 2023).
(l)
Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Truist Bank (incorporated by reference to Exhibit 1.6 to the Company’s Form 8-K filed on August 8, 2023).
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)
Articles of Incorporation and Bylaws
Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).
Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 in Regency’s Form 8-A filed on August 17, 2023)
Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-A filed on August 17, 2023)
Articles of Amendment to the Company’s Restated Articles of Incorporation Deleting the Series 6 and Series 7 Cumulative Redeemable Preferred Stock Designations (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-A filed on August 17, 2023)
Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on August 5, 2022).
Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).
Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K filed on August 18, 2023)
Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K filed on August 18, 2023)
Instruments Defining Rights of Security Holders
See Exhibits 3(a), 3(b), 3(c), 3(d) and 3(e) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(f), 3(g) and 3 (h) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, 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 the Company’s Form 8-K filed on June 3, 2010).
Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).
Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).
Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).
Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 13, 2020).
Seventh Supplemental Indenture dated as of January 18, 2024 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s 8-K filed on January 18, 2024).
Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).
Description of the Company’s Securities Registered under Section 12 of the Exchange Act.
Material Contracts (~ indicates management contract or compensatory plan)
~(a)
Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
~(b)
Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).
~(c)
First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(d)
Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).
~(e)
Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(f)
Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).
~(g)
Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K filed on February 17, 2022).
~(h)
Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 6, 2022).
~(i)
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).
~(j)
Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).
~(k)
Form of Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation (the Company”) and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and each of the other executive officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 6, 2023).
~(l)
Form of Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) of referenced 8-K.
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Lisa Palmer
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Michael J. Mas
~(m)
The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Alan T. Roth (incorporated by reference to Exhibit 10 (m)(i) to the Company’s Form 10-K filed on February 17, 2023).
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer (incorporated by reference to Exhibit 10 (m)(ii) to the Company’s Form 10-K filed on February 17, 2023).
(n)
Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on January 18, 2024).
(o)
Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).
Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).
19.
Insider Trading Policies and Procedures
21.
Subsidiaries of Regency Centers Corporation
22.
Subsidiary Guarantors and Issuers of Guaranteed Securities
23.
Consent of Independent Accountants
23.1
Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.
31.
Rule 13a-14(a)/15d-14(a) Certifications.
31.1
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32.
Section 1350 Certifications.
The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.
32.1
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
97.
Restatement Clawback Policy of Regency Centers Corporation, effective as of November 15, 2023.
101.
Interactive Data Files
101.INS+
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH+
Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+ Submitted electronically with this Annual Report
Item 16. Form 10-K Summary
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.
By:
/s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
Regency Centers Corporation, General Partner
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.
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Executive Chairman of the Board
Lisa Palmer, President, Chief Executive Officer, and Director
/s/ Michael J. Mas
Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)
/s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
/s/ Bryce Blair
Bryce Blair, Director
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
/s/ Kristin A. Campbell
Kristin A. Campbell, Director
/s/ Deirdre J. Evens
Deirdre J. Evens, Director
/s/ Thomas W. Furphy
Thomas W. Furphy, Director
/s/ Karin M. Klein
Karin M. Klein, Director
/s/ Peter Linneman
Peter Linneman, Director
/s/ David P. O'Connor
David P. O'Connor, Director
/s/ James H Simmons
James H. Simmons, Director