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, 2024
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.
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).
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 registrant's most recently completed second fiscal quarter.
Regency Centers Corporation $11.2 billion Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 181,365,237 as of February 11, 2025.
Documents Incorporated by Reference
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2025 Annual Meeting of Shareholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
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, 2024, 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, the Operating Partnership and their controlled subsidiaries, 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, 2024, 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 directly 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 the 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
2
1A.
Risk Factors
8
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.
Financial Statements and Supplementary Data
60
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
128
9A.
Controls and Procedures
9B.
Other Information
129
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
PART III
10.
Directors, Executive Officers and Corporate Governance
11.
Executive Compensation
130
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
PART IV
15.
Exhibits and Financial Statement Schedules
131
16.
Form 10-K Summary
134
SIGNATURES
17.
Signatures
135
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 risk factors, including, without limitation, risk factors relating to:
As more specifically described in "Item 1A. Risk Factors" of this Report. When considering an investment in our securities, you should carefully read the risk factors described in Item 1A 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"). 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.
Certain forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance ("ESG") standards and frameworks, which are followed by certain of our investors. These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, or other factors, some of which may be beyond our control.
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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.
As of December 31, 2024, we had full or partial equity ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing 57.3 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.8 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, formats and locations. 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:
Corporate Responsibility and Human Capital
We strive to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. This is essential for our business and our tenants' businesses. For this reason, corporate responsibility 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 strategy and 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.
With respect to each of these four pillars:
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, 2024, we had 500 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.
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Our strategy focuses on promoting and advancing high-quality skills and experiences across our organization. The goals of this strategy are to attract, recruit, and retain a talented group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term strategic, operational and financial 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.
Culture - We believe that much of our success is rooted in our teams and our commitment to a vibrant and welcoming culture. We continue to foster a culture in which everyone is respected, valued, and has an opportunity to contribute and thrive.
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 are our greatest asset and whom 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.
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 impact 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 curate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. We are continually reinvesting in our centers, to enhance placemaking and the overall environment for our tenants and shoppers.
We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment to the communities in which we operate. Throughout 2024, 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.
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, competencies, and other personal and professional attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning process to ensure that it aligns with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.
Environmental Stewardship – We believe sustainability of our assets, business, and the environment for the long term is in the best interest of our investors, tenants, employees, and the communities in which we operate. We continue to integrate sustainable practices that aim to promote environmental stewardship and resilience throughout our business operations.
We have identified specific strategic priorities intended 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 2024, 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
4
efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect input from our investors and tenants, and our stance in addressing environmental challenges and contributing to a sustainable future. Regency’s progress towards these targets, together with our overall sustainability strategy, are further described in our 2023 Corporate Responsibility Report, which report is not incorporated by reference hereto. 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 in the near term.
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, responsibly and profitably 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, or the interpretation of such requirements by applicable regulatory bodies or the judiciary, 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.
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, excluding any net capital gains. 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, automotive repair shops, 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.
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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.
72
Executive Chairman of the Board of Directors
2020 (1)
Lisa Palmer
57
President and Chief Executive Officer
2020 (2)
Michael J. Mas
49
Executive Vice President, Chief Financial Officer
2019 (3)
Alan T. Roth
East Region President & Chief Operating Officer
2023 (4)
Nicholas A. Wibbenmeyer
44
West Region President & Chief Investment Officer
2023(5)
Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. 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 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.
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.
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.
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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.
Our non-GAAP measures include the following:
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.
Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.
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 investment 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 real estate partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and
7
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.
Other 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:
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 additional 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.
The Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation, which has since moderated. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.
Additionally, high interest rates adversely impact our cost of borrowing. Our exposure to high interest rates in the short term includes our variable-rate debt, 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 high interest expense related to the issuance of new debt. Prolonged periods of high interest rates may also 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 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 high 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.
Economic challenges and policy changes 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, the potential impact of tariffs, decreasing consumer confidence and discretionary spending, increasing energy prices, and volatile interest rates. Changes in immigration policies or restrictions, as well as shifts in labor availability due to immigration trends, may further contribute to labor shortages, impacting our tenants' operations and profitability. 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 that may affect the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.
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, instability 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 any 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.
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Risk Factors Related to Pandemics or other Public Health Crises
Pandemics or other public health crises, 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.
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 pandemic, such as COVID-19, or other public health crises. 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 as it relates to the Company, their ability to comply with their lease obligations. Therefore, our future results of operations and overall financial performance could be uncertain should a pandemic or other public 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 reduced rents. payment for costs of renovations, or other monetary 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.
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 with brick and mortar stores face the risk of the impact of 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 constantly 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 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
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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 real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.4% 20.5%, and 12.3% of our annualized base rent ("ABR"), respectively. 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:
Due to their desirability as tenants, sought-after anchors often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants. For example, 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 not strictly within the boundaries of, or is 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, 2024, 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 unfavorable economic conditions and changing customer buying habits and retail trends than larger tenants, and may have more limited resources and access to capital than other tenants. As such, in the event of a downturn in economic conditions or adversely changing retail 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. In addition, any unsecured claim we hold against a bankrupt tenant for unpaid rent may be
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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 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. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such adverse 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 periodically 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.
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 frequently require various government and other approvals for land use entitlements, and any delay in receiving 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 leaders due to elections and/or in governmental policies relating to development may impact our ability to obtain favorable approvals for in-process and future developments and redevelopment projects.
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We are subject to other risks associated with development and redevelopment projects, 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, interest rate changes, capital availability, and 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 in the event of a sale. Where appropriate and available, we utilize, and intend to continue to utilize, 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 modify the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges when we sell certain properties, 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, some of which may be more vulnerable due to their geographic location, and may lead to additional compliance obligations and costs.
We work with experts to plan for the potential physical, operational and financial impacts of climate change on our business, and we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns and natural disasters, our properties in certain markets may experience increases in frequency and intensity of severe weather events, natural disasters 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 and in shopper traffic at certain of our properties, reduced rent and/or, in extreme cases, our inability to operate certain properties at all.
In addition, a significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, floods, tornadoes, wildfires, droughts, extreme temperatures, sea-level rise, and other natural disasters and severe weather events that could be exacerbated by climate change. At December 31, 2024, 18.9% 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, 22.1% and 7.9% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance premiums and other related costs for properties in these areas have increased significantly in recent years, and more frequent and intense weather conditions and natural disasters may cause property insurance premiums and other related costs to further increase significantly in the future. We recognize that the frequency and/or intensity of extreme weather events and other natural disasters may continue to increase, and as a result, our exposure to these events may increase, especially in these particularly susceptible locations. Severe weather conditions and other natural disasters 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 ability or willingness of tenants and residents to remain in or move to these affected areas.
In addition to the potential physical, operational and financial impacts to our business, we also cannot reliably predict how the federal government and the state and local governments in the areas in which we operate will legislatively respond to the risks associated with climate change. Certain states in which we own and operate shopping centers, including California, Massachusetts and New York, have passed legislation that may require, for example, overall reductions by the state of greenhouse gas ("GHG") emissions (which may, in turn, result in future legal obligations on business operators like us), and certification and disclosure of estimated direct and indirect GHG emissions by individual companies. The SEC has also proposed rules requiring, among other things, disclosures relating to estimated GHG emissions, potential financial exposure relating to climate change, and company-specific governance of climate-related risks. Litigation has been filed challenging the proposed SEC rules and California legislation, and it is possible that litigation may be filed in respect of other climate-related laws and rules. Additional state and federal laws and rules with respect to climate
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change may be enacted in the future and the extent and scope of their requirements and impact on companies like Regency are unknown. Compliance with various and potentially fragmented current and future laws and regulations related to climate change may also require us to make additional investments in or for our properties and incur additional costs, as well as to implement new or additional processes and controls to facilitate compliance.
In sum, taking these risks and potential impacts together, climate change may materially and adversely impact our business by increasing the cost to operate our properties, for example, with respect to infrastructure and facilities construction and maintenance, energy, insurance (and, potentially, the incurrence of uninsured losses), taxes, consultants and advisors, and other unforeseen fees, costs and expenses. We may also face disruptions to our business and the businesses of our tenants, which may result in higher costs or even some tenants being unable to conduct business in certain locations. In addition, we face the risk of the impacts of current, proposed and future legislative and regulatory requirements in response to the perceived risks of climate change. 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 and adverse effect on the value of our properties and our operational and financial performance in the future.
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, automotive repair shops, 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 by investors and other stakeholders may impose additional costs and expose us to new risks.
Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors, including institutional investors who hold a significant amount of the equity of the Company. 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 guarantee 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. 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. ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation. In addition, both advocates and opponents of certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.
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, hurricanes, 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 geographic areas may decrease in the future or become unavailable to us, and the cost to procure such insurance may increase due to lack of market availability or other 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 or all of this risk. Should a loss occur at any of our properties that is in excess of the insurance limits of our policies, we may lose part or all of our invested capital and revenues from the impacted property or
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properties, 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 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.
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 adversely affect results of operations and financial condition.
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.
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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 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, 2024, 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.
17
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 operations, and expose us to potential liabilities and material 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) contain personal, financial or other information that is entrusted to us by our tenants, employees and business partners. Many of our information technology systems contain our proprietary information and other confidential information related to our business.
Like all companies, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products or services. 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, manipulation, destruction or other compromises of our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may 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 and risk-management measures, our business may be significantly disrupted if unable to quickly recover. Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable U.S. privacy or other laws. Any of these events could result in our exposure to material civil or criminal liability, and we may not be able to fully recover these expenses from our service providers, responsible parties, or insurance carriers, or that applicable insurance will be available to us in the future on economically reasonable terms or at all. We can provide no assurance that the ongoing significant investments in technology and training we make relating to cybersecurity will avoid or prevent such breaches or attacks.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence. 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.
Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations, or financial condition.
In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, including from and about our tenants, employees and business partners. We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information. These laws require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information, and allow for penalties for violations and, in some cases, a private right of action. These laws also impose transparency and other obligations with respect to personal information of and provide rights with respect to personal information. The application and interpretation of such requirements are evolving and are subject to change, creating a complex compliance environment. There has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents.
It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions. We could incur costs in investigating and defending such claims and, if found liable, pay damages or fines or be required to make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.
18
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, employees and business partners 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, 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 and 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 and 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 Taxes and the Parent 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 it distributes to its 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, the Parent Company would no longer be required to pay any dividends to stockholders in order to maintain its REIT status, and we could be subject to a federal alternative minimum tax and possibly increased state and local taxes. 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 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.
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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. 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 before 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 non-U.S. stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if the Parent Company does not qualify as a "domestically controlled" REIT.
A non-U.S. person, other than certain "qualified shareholders" or "qualified foreign pension funds," 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 non-U.S. 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 non-U.S. stockholder did not at any time during a specified testing period actually or constructively 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. Non-U.S. 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 the Parent Company's 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 enter into hedging transactions. Generally, income from certain hedging transactions, generally including transactions to manage interest rate changes with respect to borrowings to acquire or carry real estate assets, 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.
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Risk Factors Related to the Company's 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.
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 (including in connection with our At the Market ["ATM"] program) 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.
The Parent Company’s amended and restated bylaws provides that the courts located in the State of Florida will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
The Parent Company’s amended and restated bylaws provide that, unless the Parent Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Parent Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director or officer or other employee of the Parent Company to the Parent Company or its shareholders, (iii) any action asserting a claim against the Parent Company or any director or officer or other employee of the Parent Company arising pursuant to any provision of the Florida Business Corporation Act or the articles of incorporation or bylaws of the Parent Company, or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be the Federal District Court for the Middle District of Florida, Jacksonville Division (or, if such court does not have jurisdiction, a state court located within the State of Florida, County of Duval).
By becoming a shareholder in our Parent Company, you will be deemed to have notice of and have consented to the provisions of the amended and restated bylaws of our Parent Company related to choice of forum. The choice of forum provisions in the amended and restated bylaws may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. Additionally, the enforceability of choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the amended and restated bylaws of the Parent Company to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
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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, or if we do not pay dividends on our preferred stock, it may have an adverse effect on the market price of our common stock and other securities.
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, such as the National Institute of Standards and Technology Cybersecurity Framework. 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 attempts to identify, prevent, and mitigate cybersecurity threats, as well as preparing to quickly respond to cybersecurity incidents to minimize their impact. Under the leadership of our CISO and CRC, we regularly evaluate and enhance 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, 2022, 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. Nonetheless, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Risk Factors – 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 operations, and expose us to potential liabilities and material adverse financial impact."
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 regular 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, 2024
December 31, 2023
Location
Number ofProperties
GLA (inthousands)
Percent ofTotal GLA
PercentLeased
Florida
86
10,558
24.2
%
96.5
88
10,767
24.6
95.1
California
55
8,355
19.0
96.0
54
8,300
94.9
Connecticut
3,924
8.9
94.1
3,702
8.5
92.5
Texas
27
3,518
8.0
96.9
26
3,288
7.5
97.3
New York
3,339
7.6
93.3
3,399
7.8
88.7
Georgia
2,125
4.8
2,121
94.2
New Jersey
1,585
3.6
97.0
North Carolina
1,226
2.8
98.5
1,221
98.1
Ohio
1,224
98.7
98.8
Colorado
1,097
2.5
97.9
97.7
Illinois
1,085
94.8
Washington
962
2.2
96.3
Virginia
943
2.1
98.3
939
Massachusetts
898
2.0
97.4
996
2.3
Oregon
741
1.7
95.3
95.0
Pennsylvania
447
1.0
443
99.5
Missouri
408
0.9
98.9
Tennessee
314
0.7
100.0
Maryland
289
89.9
244
0.6
Indiana
279
Minnesota
246
84.4
Delaware
229
0.5
97.1
96.2
South Carolina
51
0.1
District of Columbia
Michigan
—
0.0
97
0.2
74.0
Total
379
43,876
381
43,758
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $25.56 and $24.67 per square foot ("PSF") as of December 31, 2024 and 2023, 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):
2,319
17.4
98.4
2,320
17.8
1,982
14.8
15.2
92.7
1,240
9.2
1,237
9.5
959
7.1
95.4
5.7
874
6.5
95.6
6.7
98.0
858
6.4
6.6
95.5
848
6.3
96.1
786
5.8
96.6
6.0
777
99.7
5.9
98.6
669
5.0
5.1
99.0
664
4.9
422
3.1
99.2
423
3.2
300
91.1
301
85.4
189
1.4
Rhode Island
159
1.2
139
91.6
1.1
93.0
93
97.5
80
64
94.6
103
13,439
96.8
101
13,067
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.51 and $24.04 PSF as of December 31, 2024 and 2023, respectively.
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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, 2024, 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
2,925
$
34,154
2.9
67
Albertsons Companies, Inc.
2,112
4.3
33,169
52
TJX Companies, Inc.
1,760
32,405
2.7
74
Amazon/Whole Foods
1,296
31,102
2.6
39
Kroger Co.
2,933
30,658
Ahold Delhaize
924
1.9
22,920
CVS
762
1.6
20,507
63
L.A. Fitness Sports Club
516
11,242
Trader Joe's
311
11,194
30
JPMorgan Chase Bank
179
0.4
11,109
Nordstrom
366
10,080
0.8
Starbucks
151
0.3
9,531
96
H.E. Butt Grocery Company
656
1.3
9,400
Ross Dress For Less
534
9,374
Gap, Inc
277
8,984
Bank of America
149
8,487
40
Target
771
8,485
Wells Fargo Bank
138
7,937
46
Petco Health and Wellness Company
303
7,426
29
JAB Holding Company
170
7,080
59
Walgreens Boots Alliance
266
6,961
Kohl's
526
6,381
Xponential Fitness
153
6,066
92
Ulta
199
6,046
Five Below
182
5,470
Walmart
677
5,371
Top Tenants
19,236
39.4
361,539
30.3
988
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 (per their terms) 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)
6,606
26.90
2025
1,252
3,200
7.0
83,958
7.3
26.24
2026
1,266
5,117
11.1
127,533
24.93
2027
1,373
6,180
13.4
157,864
13.7
25.54
2028
1,247
5,940
12.9
155,907
13.5
26.25
2029
1,201
6,612
14.4
155,483
23.51
2030
558
4,389
108,352
9.4
24.69
2031
446
2,344
62,216
5.4
26.55
2032
445
2,007
4.4
58,689
29.24
2033
477
2,093
4.6
60,652
5.3
28.97
2034
1,787
3.9
51,389
4.5
28.75
Thereafter
821
6,040
13.1
122,195
10.6
20.23
9,224
45,955
99.9
1,150,844
25.04
During 2025, we have a total of 1,252 leases expiring by their terms, representing 3.2 million square feet of GLA. These expiring leases have an average base rent of $26.24 PSF. The average base rent of new leases signed during 2024 was $34.58 PSF. During periods of macroeconomic uncertainty or weakness, when the percent of our space leased is low, and/or when supply of retail space for lease generally exceeds demand, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of macroeconomic strength, when the percent of space leased is relatively high, and/or when supply/demand metrics for retail space favor landlords, we 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 trade areas with compelling demographics remained strong in 2024 and into early 2025, especially among business operators with a history of success and growing innovative business concepts. However, inflationary challenges and the potential for macroeconomic uncertainty or weakness could result in pressure on base rent growth for new and renewal leases as businesses seek to manage these challenges and uncertainties.
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)
MajorTenant(s) (5)
Amerige Heights Town Center
Los Angeles-Long Beach-Anaheim
CA
2000
96.0%
32.58
Albertsons, (Target)
Bloom on Third
35%
2018
1992
134,146
73
100.0%
60.42
Whole Foods, CVS, Citibank
Brea Marketplace
40%
2005
1987
352
97.8%
21.15
24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke
Circle Center West
2017
1989
40.17
Marshalls
Circle Marina Center
2019
1994
24,000
112
90.1%
37.88
Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies
Culver Center
217
94.2%
33.71
Ralphs, Best Buy, LA Fitness, Sit N' Sleep
El Camino Shopping Center
1999
136
98.8%
43.75
Bristol Farms, CVS
Granada Village
2012
50,000
226
99.1%
28.82
Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx
Hasley Canyon Village
2003
16,000
70
93.0%
25.74
Ralphs
Heritage Plaza
230
99.8%
45.09
Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods
Laguna Niguel Plaza
1985
33.32
CVS,(Albertsons)
Morningside Plaza
1996
91
26.63
Stater Bros.
Newland Center
2016
152
33.00
Albertsons
Nohl Plaza(6)
2023
1966
104
91.9%
16.96
Vons
Plaza Hermosa
2013
95
32.49
Von's, CVS
Ralphs Circle Center
1983
98.5%
21.38
Rona Plaza
95.9%
22.36
Superior Super Warehouse
Seal Beach
20%
2002
28.21
Pavilions, CVS
Talega Village Center
2007
102
93.9%
22.85
Tustin Legacy
36.22
Stater Bros, CVS
Twin Oaks Shopping Center
19,000
98
26.34
Ralphs, Ace Hardware
Valencia Crossroads
173
29.83
Whole Foods, Kohl's
Village at La Floresta
2014
87
39.08
Whole Foods
Von's Circle Center
1972
3,475
28.70
Von's, Ross Dress for Less, Planet Fitness
Woodman Van Nuys
108
18.13
El Super
Silverado Plaza
Napa
1974
15,600
85
95.7%
27.05
Nob Hill, CVS
Gelson's Westlake Market Plaza
Oxnard-Thousand Oaks-Ventura
97.5%
32.91
Gelson's Markets, John of Italy Salon & Spa
Oakbrook Plaza
83
91.3%
21.83
Gelson's Markets, (CVS), (Ace Hardware)
Westlake Village Plaza and Center
2015
201
97.3%
43.41
Von's, Sprouts, (CVS)
French Valley Village Center
Rvrside-San Bernardino-Ontario
2004
99
28.72
Oakshade Town Center
Sacramento-Roseville-Folsom
2011
1998
3,253
81.4%
21.61
Safeway, Sierra
Prairie City Crossing
90
23.12
Safeway
Raley's Supermarket
1964
15.68
Raley's
The Marketplace
1990
111
27.90
Safeway, CVS, Petco
4S Commons Town Center
San Diego-Chula Vista-Carlsbad
93%
252
35.25
Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA
Balboa Mesa Shopping Center
207
30.86
CVS, Kohl's, Von's
El Norte Pkwy Plaza
20.91
Von's, Children's Paradise, ACE Hardware
Friars Mission Center
147
41.16
Ralphs, CVS
Navajo Shopping Center
11,000
96.4%
17.81
Albertsons, O'Reilly Auto Parts, Dollar Tree
Point Loma Plaza
38,900
205
98.6%
23.08
Von's, Jo-Ann Fabrics, Marshalls, UFC Gym
Rancho San Diego Village
1981
95.4%
26.54
Smart & Final, 24 Hour Fitness, (Longs Drug)
Scripps Ranch Marketplace
132
36.63
Vons, CVS
The Hub Hillcrest Market
90.2%
45.71
Ralphs, Trader Joe's
Twin Peaks
1988
208
24.09
Target, Grocer
200 Potrero
San Francisco-Oakland-Berkeley
1928
12.27
Gizmo Art Production, INC.
Bayhill Shopping Center
28,800
122
98.9%
29.14
CVS, Mollie Stone's Market
Clayton Valley Shopping Center
260
91.5%
23.82
Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less
Diablo Plaza
1982
98.3%
43.48
Bevmo!, (Safeway), (CVS)
El Cerrito Plaza
256
95.1%
29.76
Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS)
Encina Grande
106
36.85
Whole Foods, Walgreens
Oakley Shops at Laurel Fields(7)
2024
78
80.5%
29.02
Persimmon Place
38.02
Whole Foods, Nordstrom Rack, Homegoods
Plaza Escuela
154
92.5%
43.89
The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble
Pleasant Hill Shopping Center
49,367
227
Target, Burlington, Ross Dress for Less, Homegoods
Potrero Center
1997
70.9%
34.88
Safeway, 24 Hour Fitness, Ross Dress for Less, Petco
Powell Street Plaza
2001
166
98.1%
37.19
Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy
San Carlos Marketplace
36.80
TJ Maxx, Best Buy, PetSmart, Bassett Furniture, Salon Republic
San Leandro Plaza
50
95.3%
39.75
(Safeway), (CVS)
Serramonte Center
1,074
98.0%
27.87
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, Koi Palace
Tassajara Crossing
146
26.72
Safeway, CVS, Alamo Hardware
Willows Shopping Center(6)
233
29.41
REI, UFC Gym, Old Navy, Ulta, Five Below, Airport Home Appliance
Woodside Central
1993
81
98.7%
30.27
Chuck E. Cheese, Marshalls, (Target)
Ygnacio Plaza
1968
25,850
110
41.81
Sports Basement,TJ Maxx
Blossom Valley
San Jose-Sunnyvale-Santa Clara
22,300
87.4%
29.28
Mariposa Shopping Center
2020
26,950
127
97.4%
23.75
Safeway, CVS, Ross Dress for Less
Shoppes at Homestead
116
98.2%
27.08
CVS, Crunch Fitness, (Orchard Supply Hardware)
Snell & Branham Plaza
19,200
22.46
The Pruneyard
95.5%
44.12
Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls
West Park Plaza
23.13
Safeway, Crunch Fitness
Golden Hills Plaza
San Luis Obispo-Paso Robles
2006
87.8%
7.31
Lowe's, TJ Maxx
Five Points Shopping Center
Santa Maria-Santa Barbara
145
97.6%
32.77
Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO
Corral Hollow
Stockton
19.21
Safeway, CVS, Crunch Fitness
Alcove On Arapahoe
Boulder
CO
1957/2019
26,700
94.9%
20.27
Petco, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon
Crossroads Commons
1986
34,500
143
95.8%
30.98
Whole Foods, Barnes & Noble
Crossroads Commons II
1995
5,500
43.00
(Whole Foods), (Barnes & Noble)
Falcon Marketplace
Colorado Springs
27.59
(Wal-Mart)
Marketplace at Briargate
37.28
(King Soopers)
Monument Jackson Creek
13.36
King Soopers
Woodmen Plaza
95.6%
14.11
Applewood Shopping Ctr
Denver-Aurora-Lakewood
2017/2020
360
97.0%
17.20
Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos
Belleview Square
117
97.9%
22.68
Boulevard Center
77
94.5%
33.57
Eye Care Specialists, (Safeway)
Buckley Square
1978
12.59
Ace Hardware, King Soopers
Cherrywood Square Shop Ctr
9,650
13.29
Hilltop Village
13.30
Littleton Square
11.35
Lloyd King Center
12.79
Ralston Square Shopping Center
1977
17.26
Shops at Quail Creek
2008
38
28.49
Stroh Ranch
14.66
Centerplace of Greeley III
Greeley
119
13.11
Hobby Lobby, Best Buy, TJ Maxx
22 Crescent Road
Bridgeport-Stamford-Norwalk
CT
1984
69.00
-
25 Valley Drive
47.57
321-323 Railroad Ave
38.85
470 Main Street
31.12
91 Danbury Road
1965
30.96
0
970 High Ridge Center
1960
89.6%
36.55
BevMax
Airport Plaza
33
96.3%
31.20
Bethel Hub Center
1957
31
60.8%
15.03
La Placita Bethel Market
Black Rock
80%
15,148
30.18
Old Navy, The Clubhouse
Brick Walk(6)
30,591
97.2%
47.49
Compo Acres Shopping Center
57.62
Compo Shopping Center
1953
76
86.2%
53.75
Copps Hill Plaza
87.3%
22.42
Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's
Cos Cob Commons
48
84.3%
54.36
Cos Cob Plaza
1947
3,742
93.4%
54.62
Danbury Green
124
27.12
Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors
Danbury Square
194
13.03
Ocean State Job Lot, Planet Fitness, Elicit Brewing Company, Hobby Lobby
Darinor Plaza(6)
20.54
Kohl's, Old Navy, Party City
Fairfield Center(6)
87.1%
34.74
Fairfield University Bookstore, Merril Lynch
Fairfield Crossroads
62
25.28
Marshalls, DSW
Greenwich Commons
1961
4,667
90.67
High Ridge Center
100%
8,825
99.9%
49.95
Trader Joe's, Barnes & Noble
Knotts Landing
75.43
Main & Bailey
1950
78.4%
28.15
Newfield Green
18,737
96.1%
41.78
Grade A Market, CVS
Old Greenwich CVS
1941
846
45.00
Old Kings Market (fka Goodwives Shopping Center)
1955
22,607
93.2%
41.61
Stop & Shop
Post Road Plaza
59.79
Ridgeway Shopping Center
1952
41,940
365
92.0%
31.53
Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Old Navy, ULTA, Party City
Shelton Square
98.4%
19.65
Stop & Shop, Homegoods, Hawley Lane, Edge Fitness
Station Centre @ Old Greenwich
37.26
Kings Food Markets
The Dock-Dockside
32,908
278
99.5%
19.82
Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi
The Hub at Norwalk (fka Walmart Norwalk)
23.66
HomeGoods, Target
Westport Collection (fka Greens Farms Plaza)
1958
51.3%
26.64
Westport Row
2010/2020
45.62
The Fresh Market, Pottery Barn
Brookside Plaza
Hartford-E Hartford-Middletown
96.5%
16.59
Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean
Corbin's Corner
53,000
32.70
Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's
Aldi Square
New Haven-Milford
16.80
Aldi
Orange Meadows
24.17
Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta
Southbury Green
156
88.7%
22.63
ShopRite, Homegoods
The Shops at Stone Bridge(7)
155
79.1%
29.79
Whole Foods, TJ Maxx, Barnes & Noble
New Milford Plaza
Torrington
1970
235
9.09
Walmart, Stop & Shop, Club 24, Dollar Tree
Sunny Valley Shops
93.3%
12.58
Staples, Planet Fitness
Veterans Plaza
Big Y World Class Market, BevMax
Shops at The Columbia
Washington-Arlington-Alexandri
DC
40.18
Spring Valley Shopping Center
1930
13,000
103.05
Pike Creek
Philadelphia-Camden-Wilmington
DE
97.1%
17.72
Acme Markets, Edge Fitness, Pike Creek Community Hardware
Shoppes of Graylyn
1971
94.6%
25.82
Rite Aid
Corkscrew Village
Cape Coral-Fort Myers
FL
82
15.89
Shoppes of Grande Oak
79
18.77
Millhopper Shopping Center
Gainesville
97.7%
19.59
Newberry Square
181
88.8%
10.67
Publix, Floor & Décor, Dollar Tree
Anastasia Plaza
Jacksonville
17.63
Atlantic Village
19.50
LA Fitness, Pet Supplies Plus
Brooklyn Station on Riverside
29.45
The Fresh Market
Courtyard Shopping Center
137
3.68
Target, (Publix)
East San Marco
2022
28.53
Fleming Island
99.2%
18.22
Publix, PETCO, Planet Fitness, (Target)
Hibernia Pavilion
16.72
John's Creek Center
9,000
17.51
Julington Village
10,000
18.04
Publix, (CVS)
Mandarin Landing
140
22.70
Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk
Nocatee Town Center
114
23.94
Oakleaf Commons
16.15
Old St Augustine Plaza
248
11.54
Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less
Pablo Plaza
162
19.32
Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart
Pine Tree Plaza
15.82
Seminole Shoppes
50%
2009
7,500
24.72
Shoppes at Bartram Park
23.43
Publix, (Kohl's), (Tutor Time)
Shops at John's Creek
28.57
South Beach Regional
305
18.88
Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack, TJ Maxx
Starke(6)
Avenida Biscayne
Miami-Ft Lauderdale-PompanoBch
1991
142
90.4%
57.09
DSW, Jewelry Exchange, Old Navy, The Fresh Market
Aventura Shopping Center
39.73
CVS, Publix
Banco Popular Building
92.31
Bird 107 Plaza
22.87
Walgreens
Bird Ludlam
192
26.95
CVS, Goodwill, Winn-Dixie
Boca Village Square
48.27
Boynton Lakes Plaza
17.82
Citi Trends, Pet Supermarket, Publix
Boynton Plaza
105
21.85
Caligo Crossing
46.60
(Kohl's)
Chasewood Plaza
96.2%
28.96
Publix, Pet Smart
Concord Shopping Plaza
309
15.10
Big Lots, Dollar Tree, Home Depot, Winn-Dixie, YouFit Health Club
Coral Reef Shopping Center
75
34.22
Aldi, Walgreens
Country Walk Plaza
27.18
Publix, CVS
Countryside Shops
1991/2018
186
23.84
Publix, Ross Dress for Less, Painted Tree Boutique
Fountain Square
177
29.78
Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target)
Gardens Square
20.14
Greenwood Shopping Centre
133
18.41
Publix, Bealls
Hammocks Town Center
187
20.37
CVS, Goodwill, Publix, Metro-Dade Public Library, YouFit Health Club, (Kendall Ice Arena)
Pine Island
255
16.79
Publix, YouFit Health Club, Floor and Décor, Advanced Veterinary Care Center
Pine Ridge Square
118
The Fresh Market, Marshalls, Ulta, Nordstrom Rack
Pinecrest Place(6)
44.04
Whole Foods, (Target)
Point Royale Shopping Center
202
17.21
Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture
Prosperity Centre
69.6%
25.45
Office Depot, TJ Maxx, CVS
Sawgrass Promenade
107
89.9%
15.72
Publix, Walgreens, Dollar Tree
Sheridan Plaza
1991/2022
507
92.6%
21.00
Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Burlington, Marshalls
Shoppes @ 104
121
21.04
Fresco y Mas, CVS
Shoppes at Lago Mar
94.3%
17.13
Publix, YouFit Health Club
Shoppes of Jonathan's Landing
32.51
(Publix)
Shoppes of Oakbrook
183
58.6%
22.33
Publix, Duffy's Sports Bar, CVS
32
Shoppes of Silver Lakes
21.93
Publix, Goodwill
Shoppes of Sunset
81.9%
Shoppes of Sunset II
28
25.33
Shops at Skylake
287
19.13
Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical
University Commons(6)
180
34.86
Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond
Waterstone Plaza
61
18.79
Welleby Plaza
94.4%
15.44
Publix, Dollar Tree
Wellington Town Square
25.44
West Bird Plaza
2000/2021
27.20
West Lake Shopping Center
23.62
Westport Plaza
47
23.59
Berkshire Commons
Naples-Marco Island
16.53
Publix, Walgreens
Naples Walk
125
92.8%
19.54
Pavilion
168
95.2%
24.34
LA Fitness, Paragon Theaters, J. Lee Salon Suites
Shoppes of Pebblebrook Plaza
Publix, (Walgreens)
Alafaya Village
Orlando-Kissimmee-Sanford
27.54
Kirkman Shoppes
27.21
LA Fitness, Walgreens
Lake Mary Centre
356
95.0%
18.61
The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot
Plaza Venezia
36,500
203
35.13
Publix, Eddie V's
Town and Country
11.98
Ross Dress for Less
Unigold Shopping Center
115
16.19
YouFit Health Club, Ross Dress for Less
Willa Springs
16,700
25.25
Cashmere Corners
Port St. Lucie
17.64
WalMart
The Plaza at St. Lucie West
27.78
Charlotte Square
Punta Gorda
1980
92.1%
12.08
WalMart, Buffet City
Ryanwood Square
Sebastian-Vero Beach
13.13
Publix, Beall's, Harbor Freight Tools
South Point
16.14
Treasure Coast Plaza
99.0%
19.36
Publix, TJ Maxx
Carriage Gate
Tallahassee
30.01
Trader Joe's, TJ Maxx
Ocala Corners(6)
92.9%
43.62
Bloomingdale Square
Tampa-St Petersburg-Clearwater
2021
21.31
Bealls, Dollar Tree, Home Centric, LA Fitness, Publix
Northgate Square
Regency Square
21.30
AMC Theater, Dollar Tree, Five Below, Marshalls, Michael's, PETCO, Shoe Carnival, TJ Maxx, Ulta, Old Navy, (Best Buy), (Macdill)
Shoppes at Sunlake Centre
26.31
Suncoast Crossing(6)
7.65
Kohl's, (Target)
The Village at Hunter's Lake
28.89
Sprouts
Town Square
36.30
PETCO, Barnes & Noble
Village Center
23.45
Publix, PGA Tour Superstore, Walgreens
Westchase
18.31
Ashford Place
Atlanta-SandySprings-Alpharett
GA
53
26.58
Harbor Freight Tools
Briarcliff La Vista
1962
80.0%
Michael's
Briarcliff Village
17.48
Burlington, Party City, Publix, Shoe Carnival, TJ Maxx
Bridgemill Market
89
19.62
Brighten Park
28.84
Lidl, Big Blue Swim School, Kohl's
Buckhead Court
33.46
Buckhead Landing
1998/2024
34.08
Binders Art Supplies & Frames, Publix, Golf Galaxy
Buckhead Station
234
27.35
Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta, Bloomingdale's Outlet
Cambridge Square
1979
Chastain Square
25.43
Cornerstone Square
19.53
Aldi, Barking Hound Village, CVS, HealthMarkets Insurance
Dunwoody Hall
13,800
22.16
Dunwoody Village
1975
23.47
The Fresh Market, Walgreens, Dunwoody Prep
Howell Mill Village
25.79
Paces Ferry Plaza
42.70
Powers Ferry Square
36.79
HomeGoods, PETCO
Powers Ferry Village
69
10.81
Publix, Barrel Town
Russell Ridge
13.57
Kroger
Sandy Springs
113
28.46
Trader Joe's, Fox's, Peter Glenn Ski & Sports
Sope Creek Crossing
17.71
The Shops at Hampton Oaks
13.74
(CVS)
Williamsburg at Dunwoody
45
26.48
Civic Center Plaza
Chicago-Naperville-Elgin
IL
22,000
265
11.47
Super H Mart, Home Depot, O'Reilly Automotive, King Spa
Clybourn Commons
38.45
PETCO
Glen Oak Plaza
2010
1967
28.06
Trader Joe's, Walgreens, Northshore University Healthsystems
Hinsdale Lake Commons
185
96.7%
17.10
Whole Foods, Goodwill, Charter Fitness, Petco
Mellody Farm
259
31.98
Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm
Naperville Plaza
22,588
27.85
Casey's Foods, Trader Joe's, Oswald's Pharmacy
Old Town Square
14,000
27.27
Jewel-Osco
Riverside Sq & River's Edge
169
19.18
Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness
Roscoe Square
24,500
Mariano's Fresh Market, Walgreens, Altitude Trampoline Park
Westchester Commons
93.5%
Mariano's Fresh Market, Goodwill
Willow Festival(6)
404
91.6%
19.52
Whole Foods, Lowe's, CVS, HomeGoods, REI, Ulta
Shops on Main
IN
94%
17.83
Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls
Willow Lake Shopping Center
Indianapolis-Carmel-Anderson
86.4%
18.12
Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger)
Willow Lake West Shopping Center
Fellsway Plaza
Boston-Cambridge-Newton
MA
75%
34,300
161
27.44
Stop & Shop, Planet Fitness, BioLife Plasma Services
Shaw's at Plymouth
19.34
Shaw's
34
Shops at Saugus
32.10
Trader Joe's, La-Z-Boy, PetSmart
Star's at Cambridge
66
41.18
Star Market
Star's at West Roxbury
27.65
The Abbot
1912/2024
71.9%
98.23
Center for Effective Alturism
Twin City Plaza
285
Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Everfitness, Formlabs
The Longmeadow Shops
Springfield, MA
31.79
Festival at Woodholme
Baltimore-Columbia-Towson
MD
18,510
93.7%
41.59
Parkville Shopping Center
23,200
165
Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville
Southside Marketplace
24,800
94.7%
25.86
Giant
Village at Lee Airpark(6)
31.87
Giant, (Sunrise)
Burnt Mills
41.66
Cloppers Mill Village
Shoppers Food Warehouse, Dollar Tree
Firstfield Shopping Center
45.97
Takoma Park
15.48
Planet Fitness
Watkins Park Plaza
30.37
LA Fitness, CVS
Westbard Square
2001/2024
171
39.44
Giant, Bowlmor AMF
Woodmoor Shopping Center
1954
18,783
68
38.65
Apple Valley Square
Minneapol-St. Paul-Bloomington
MN
78.7%
19.17
Jo-Ann Fabrics, PETCO, Savers,(Burlington Coat Factory), (Aldi)
Cedar Commons
30.87
Colonial Square
19,700
28.26
Lund's
Rockford Road Plaza
20,000
204
99.4%
14.62
Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA
Rockridge Center
14,500
14.85
CUB Foods
Brentwood Plaza
St. Louis
MO
10.45
Schnucks
Bridgeton
71
12.96
Schnucks, (Home Depot)
Dardenne Crossing
11.85
Kirkwood Commons
210
10.42
Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's)
Blakeney Town Center
Charlotte-Concord-Gastonia
NC
384
27.47
Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)
Carmel Commons
24.60
Chuck E. Cheese, The Fresh Market, Party City, Edwin Watts Golf
Cochran Commons
17.58
Harris Teeter, (Walgreens)
Willow Oaks
65
18.27
Shops at Erwin Mill
Durham-Chapel Hill
55%
12,000
Harris Teeter
Southpoint Crossing
18.02
Village Plaza
11,515
26.20
Woodcroft Shopping Center
15.02
Food Lion, ACE Hardware
Glenwood Village
Raleigh-Cary
19.49
Holly Park
1969
158
21.59
DSW Warehouse, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Artarama, Pet Supplies Plus, Ulta
Lake Pine Plaza
14.77
Market at Colonnade Center
29.08
Midtown East
36,000
26.43
Wegmans
Ridgewood Shopping Center
1951
8,759
94
31.17
Shoppes of Kildaire
21.87
Trader Joe's, Aldi, Staples, Barnes & Noble
35
Sutton Square
22.61
Village District
30%
75,000
602
26.52
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
16.03
Superfresh
Boonton ACME Shopping Center
10,358
Acme Markets
Cedar Hill Shopping Center
6,815
Chestnut Ridge Shopping Center
92.2%
30.97
Fresh Market, Drop Fitness
Chimney Rock(6)
218
38.34
Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta, LL Bean
District at Metuchen
33.14
Emerson Plaza
14.50
Shoprite, K-9 Resorts Luxury Pet Hotel
Ferry Street Plaza
8,471
23.41
Seabra Foods, Flaming Grill
H Mart Plaza
46.32
Meadtown Shopping Center
9,070
26.71
Marshalls, Petco, Walgreens
Midland Park Shopping Center
17,166
25.08
Kings Food Markets, Crunch Fitness
Plaza Square
18.05
Grocer, Retro Fitness
Pompton Lakes Towne Square
26.29
Rite Aid Plaza-Waldwick Plaza
30.42
South Pass Village
19,705
109
32.06
Valley Ridge Shopping Center
16,249
27.33
Van Houten Plaza
11.05
Dollar Tree
Waldwick Plaza
28.19
Washington Commons
8,494
23.95
Glenwood Green
70%
355
16.84
ShopRite, Target, Rendina
Haddon Commons
18.29
101 7th Avenue
NY
0.0%
111 Kraft Avenue
1902
74.1%
50.80
1175 Third Avenue
112.26
Whole Foods, Five Below
1225-1239 Second Ave
83.90
Dumbo Market
260-270 Sawmill Road
1.69
27 Purchase Street
39.59
410 South Broadway
1936
1.21
48 Purchase Street
82.38
90 - 30 Metropolitan Avenue
36.15
Michaels, Staples, Trader Joe's
Arcadian Shopping Center
24.78
Stop & Shop, Westchester Community College, The 19th Hole
Biltmore Shopping Center
39.90
Broadway Plaza(6)
41.90
Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness
Carmel ShopRite Plaza
96.9%
Shoprite, Carmel Cinema, Gold's Gyn, Rite Aid
Chilmark Shopping Center
1963
32.98
36
Clocktower Plaza Shopping Ctr(6)
48.76
DeCicco's Plaza
40.53
Decicco & Sons
District Shops of Pelham Manor (fka Pelham Manor Plaza)
74.5%
36.02
Manor Market
East Meadow Plaza
85.6%
25.93
Lidl, Dollar Deal
Eastchester Plaza
37.50
Eastport
94.0%
13.04
King Kullen, Rite Aid
Gateway Plaza
198
9.78
Walmart, Bob's Discount Furniture
Harrison Shopping Square
23.68
The Goddard School
Heritage 202 Center
93.8%
36.54
Hewlett Crossing I & II
39.55
Lake Grove Commons
49,246
141
37.39
Whole Foods, LA Fitness
Lakeview Shopping Center
10,680
18.55
Acme, Planet Fitness, Montclare Children's School, Rite Aid
McLean Plaza
5,000
88.4%
19.92
Midway Shopping Center
12%
21,346
26.83
Shoprite, JoAnn, Amazing Savings, CVS, Planet Fitness, Denny's Kids, Ulta
New City PCSB Bank Pad
1973
102.08
Orangetown Shopping Center
5,885
22.26
Purchase Street Shops
37.74
Putnam Plaza
67%
16,916
89.1%
17.62
Tops, Dollar World, Rite Aid, Harbor Freight Tools
Riverhead Plaza
39.46
Rivertowns Square
27.79
Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas
Somers Commons
17.79
Level Fitness, Tractor Supply, Goodwill
Staples Plaza-Yorktown Heights
11.45
Level Fitness, Staples, Party City, Extra Space Storage
Tanglewood Shopping Center
2,163
96.6%
44.02
The Gallery at Westbury Plaza
312
53.54
Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear
The Meadows (fka East Meadow)
94.8%
16.48
Marshalls, Stew Leonard's, Net Cost Market, Catch Air
The Point at Garden City Park(6)
31.29
King Kullen, Ace Hardware
The Shops at SunVet (fka SunVet)(6)(7)
172
73.3%
45.92
Whole Foods, Nordstrom Rack
Towne Centre at Somers
84
31.74
Valley Stream
31.10
King Kullen
Village Commons
87.6%
39.47
Wading River
24.56
King Kullen, CVS, Ace Hardware
Westbury Plaza
88,000
390
28.10
WalMart, Costco, Marshalls, Total Wine and More, Olive Garden
Marine's Taste of Italy
28.73
Cherry Grove
Cincinnati
OH
13.34
Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning
Hyde Park
398
17.41
Kroger, Kohl's, Walgreens, Ace Hardware, Staples, Marshalls, Five Below
Red Bank Village
176
8.00
37
Regency Commons
84.0%
27.58
West Chester Plaza
96.8%
10.20
East Pointe
Columbus
11.65
Kroger New Albany Center
14.12
Northgate Plaza (Maxtown Road)
12.51
Kroger, (Home Depot)
Corvallis Market Center
Corvallis
OR
22.79
Michaels, TJ Maxx, Trader Joe's
Northgate Marketplace
Medford
25.26
Trader Joe's, REI, PETCO
Northgate Marketplace Ph II
Dick's Sporting Goods, Homegoods, Marshalls
Greenway Town Center
Portland-Vancouver-Hillsboro
17.00
Dollar Tree, Rite Aid, Whole Foods
Murrayhill Marketplace
150
22.03
Safeway, Planet Fitness
Sherwood Crossroads
12.40
Tanasbourne Market(6)
33.11
Walker Center
28.64
REI
Allen Street Shopping Ctr
Allentown-Bethlehem-Easton
PA
19.71
Grocery Outlet Bargain Market
Lower Nazareth Commons
Burlington Coat Factory, PETCO, (Wegmans), (Target)
Stefko Boulevard Shopping Center
1976
11.44
Valley Farm Market, Dollar Tree, Muscle Inc. Gym
Hershey(6)
Harrisburg-Carlisle
30.00
Baederwood Shopping Center
24,365
28.52
Whole Foods, Planet Fitness
City Avenue Shopping Center
157
21.97
Ross Dress for Less, TJ Maxx, Dollar Tree
Gateway Shopping Center
224
36.71
Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics
Mercer Square Shopping Center
Weis Markets
Newtown Square Shopping Center
20.87
Acme Markets, Michael's
Warwick Square Shopping Center
17.47
Grocery Outlet Bargain Market, Planet Fitness
East Greenwich Square
RI
26,000
20.00
Dave's Fresh Marketplace, Les Isle Rose
Indigo Square
Charleston-North Charleston
SC
32.01
Greenwise (Vac 8/29/20)
Merchants Village
19.16
Harpeth Village Fieldstone
Nashvil-Davdsn-Murfree-Frankln
TN
17.43
Northlake Village
Peartree Village
20.52
Kroger, PETCO
Hancock
Austin-Round Rock-Georgetown
TX
263
20.53
24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors
Market at Round Rock
123
21.63
Sprout's Markets, Office Depot
North Hills
164
23.70
H.E.B.
Shops at Mira Vista
27.16
Trader Joe's, Champions Westlake Gymnastics & Cheer
Tech Ridge Center
243
21.47
H.E.B., Pinstack, Baylor Scott & White
University Commons - Austin
21.03
HEB
Bethany Park Place
Dallas-Fort Worth-Arlington
10,200
12.07
CityLine Market
CityLine Market Phase II
28.99
Hillcrest Village
51.47
Keller Town Center
120
Tom Thumb
Lebanon/Legacy Center
56
31.71
(WalMart)
Market at Preston Forest
23.28
Mockingbird Commons
22.21
Tom Thumb, Ogle School of Hair Design
Preston Oaks(6)
41.60
Central Market, Talbots
Prestonbrook
15.73
Shiloh Springs
15.84
Alden Bridge
Houston-Woodlands-Sugar Land
21.80
Kroger, Walgreens
Baybrook East(7)
11,778
12.73
H.E.B
Cochran's Crossing
21.16
Indian Springs Center
26.92
Jordan Ranch(7)
83.2%
14.81
Market at Springwoods Village
53%
3,750
167
18.44
Panther Creek
25.47
CVS, The Woodlands Childrens Museum, Fitness Project
Sienna Grande Shops (fka Sienna)(7)
35.60
Southpark at Cinco Ranch
Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods
Sterling Ridge
22.98
Kroger, CVS
Sweetwater Plaza
18.81
The Village at Riverstone
17.44
Weslayan Plaza East
22.37
Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle
Weslayan Plaza West
22.38
Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble
Westwood Village
242
19.60
Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, Kelsey Seybold,(Target)
Woodway Collection
25,900
32.52
Carytown Exchange
Richmond
VA
69%
29.09
Hanover Village Shopping Center
10.35
Aldi, Tractor Supply Company, Harbor Freight Tools, Dollar Tree
Village Shopping Center
1948
24,250
83.8%
26.94
Ashburn Farm Village Center
18.24
Patel Brothers, The Shop Gym
Belmont Chase
35.19
Cooper's Hawk Winery, Whole Foods
Centre Ridge Marketplace
11,640
20.21
United States Coast Guard Ex, Planet Fitness
Festival at Manchester Lakes
31.39
Amazon Fresh, Homesense, Hyper Kidz
Fox Mill Shopping Center
22,500
27.74
Greenbriar Town Center
76,200
340
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
35.50
PGA Tour Superstore
Kings Park Shopping Center
21,800
34.87
Giant, CVS
Lorton Station Marketplace
7,300
91.4%
26.76
Amazon Fresh, Planet Fitness, Five Below, LLC
Point 50
33.27
Amazon Fresh
Saratoga Shopping Center
22,800
22.48
Shops at County Center
21.74
Harris Teeter, Planet Fitness
The Crossing Clarendon
420
39.71
Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, LifeTime, Corobus Sports, Three Notch'd Brewing Company
The Field at Commonwealth
23.89
Village Center at Dulles
46,000
307
85.5%
30.62
Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max
Willston Centre I
86.5%
30.38
Fashion K City
Willston Centre II
32,000
28.50
Safeway, (Target), (PetSmart)
6401 Roosevelt
Seattle-Tacoma-Bellevue
WA
1929
27.92
Aurora Marketplace
13,400
Safeway, TJ Maxx
Ballard Blocks I
27.71
LA Fitness, Ross Dress for Less, Trader Joe's
Ballard Blocks II
35.03
Bright Horizons, Kaiser Permanente, PCC Community Markets, Prokarma, Trufusion, West Marine
Broadway Market
21,500
29.42
Gold's Gym, Mosaic Salon Group, Quality Food Centers
Cascade Plaza
206
86.9%
13.24
Big 5 Sporting Goods, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's
Eastgate Plaza
2018/2021
32.47
Safeway, Rite Aid
Grand Ridge Plaza
331
27.53
Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta
Inglewood Plaza
48.11
Island Village
16.47
Klahanie Shopping Center
39.15
(QFC)
Melrose Market
92.7%
37.57
Overlake Fashion Plaza
30.71
Marshalls, Bevmo!, Amazon Go Grocery
Pine Lake Village
27.82
Quality Food Centers, Rite Aid
Roosevelt Square
84.7%
Whole Foods, Guitar Center, LA Fitness
Sammamish-Highlands
39.83
Trader Joe's, Bartell Drugs, (Safeway)
Southcenter
36.04
(Target)
Regency Centers Total
2,186,955
57,315
25.16
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 17 - 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 07, 2025, there were 140,467 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, excluding any net capital gains. 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 terms 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.
There were no unregistered sales of equity securities during the quarter ended December 31, 2024.
The following table represents information with respect to purchases by Regency of its common stock by month during the three month period ended December 31, 2024:
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, 2024, through October 31, 2024
250,000,000
November 1, 2024, through November 30, 2024
145,257
73.77
December 1, 2024, through December 31, 2024
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, 2019. 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").
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
100.00
76.09
130.41
112.72
125.99
144.73
S&P 500
118.40
152.39
124.79
157.59
197.02
FTSE NAREIT Equity REITs
92.00
131.78
99.67
113.35
123.25
FTSE NAREIT Equity Shopping Centers
72.36
119.43
104.46
117.03
136.97
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, 2024, we had Net income attributable to common shareholders of $386.7 million as compared to $359.5 million during the year ended December 31, 2023 with the increase primarily related to the 2023 acquisition of UBP.
During the year ended December 31, 2024:
We continued our development and redevelopment of high quality shopping centers:
We engaged in successful capital markets transactions and related activity that enabled us to maintain liquidity and the financial flexibility to cost effectively fund investment opportunities and debt maturities:
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)
96.7
Shop Space (spaces < 10,000 SF)
92.4
Our percent leased increased primarily due to favorable leasing activity in both our Anchor and Shop Space categories during 2024.
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, 2024
LeasingTransactions
SF(in thousands)
BaseRent PSF
TenantAllowanceand LandlordWork PSF
LeasingCommissionsPSF
Anchor Space Leases
New
952
20.06
61.64
6.77
Renewal
4,778
18.48
0.72
0.09
Total Anchor Space Leases
5,730
18.76
11.74
1.30
Shop Space Leases
598
1,415
39.91
44.11
14.58
1,242
2,714
38.39
2.52
0.65
Total Shop Space Leases
1,840
4,129
38.92
16.98
5.49
Total Leases
2,032
9,859
27.19
13.93
3.05
Year Ended December 31, 2023
859
45.96
5.38
2,916
18.06
0.39
0.10
3,775
18.58
10.77
583
1,179
38.25
41.71
13.28
1,105
1,952
37.55
1.73
0.73
1,688
3,131
37.82
5.45
1,839
6,906
27.30
13.50
3.19
The weighted-average base rent PSF on signed Shop Space leases during 2024 was $38.92 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 $35.98 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.5% for the 12 months ended December 31, 2024, compared to 10.0% for the 12 months ended December 31, 2023.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting concentration. For example, we utilize geographic diversification, as described in "Item 2. Properties" of this Report, and also 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)
Albertsons Companies, Inc. (2)
Kroger Co. (2)
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 potentially adverse impacts through maintaining a high quality portfolio, diversifying our geographic and 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, in a tenant bankruptcy situation 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. As of December 31, 2024, the tenants who are currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.7% of our Pro-rata annual base rent with no single tenant exceeding 0.5% of Pro-rata annual base rent.
For a discussion and analysis of the year ended December 31, 2023, compared to the same period in 2022, 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, 2023, filed with the SEC on February 16, 2024.
Results of Operations
The results of operations for the year ended December 31, 2024, include a full year of results from our acquisition of UBP on August 18, 2023 as compared to a partial year in 2023.
Comparison of the years ended December 31, 2024 and 2023:
The changes in revenues are summarized in the following table:
(in thousands)
Change
Lease income
Base rent
986,916
897,451
89,465
Recoveries from tenants
345,145
311,775
33,370
Percentage rent
13,777
12,963
814
Uncollectible lease income
(3,324
)
(549
(2,775
Other lease income
23,722
20,685
3,037
Straight-line rent
20,300
10,788
9,512
Above/below market rent amortization, net
24,843
30,826
(5,983
Total lease income
1,411,379
1,283,939
127,440
Other property income
14,651
11,573
3,078
Management, transaction, and other fees
27,874
26,954
920
Total revenues
1,453,904
1,322,466
131,438
Lease income increased by $127.4 million primarily due to the following:
Other property income increased by $3.1 million primarily due to business interruption insurance proceeds received in 2024.
There were no significant changes in Management, transaction, and other fees.
Changes in our operating expenses are summarized in the following table:
Depreciation and amortization
394,714
352,282
42,432
Property operating expense
248,637
229,209
19,428
Real estate taxes
184,415
165,560
18,855
General and administrative
101,465
97,806
3,659
Other operating expenses
10,867
9,459
1,408
Total operating expenses
940,098
854,316
85,782
Depreciation and amortization increased by $42.4 million, mainly due to the following:
Property operating expense increased by $19.4 million, mainly due to the following:
Real estate taxes increased by $18.9 million, mainly due to the following:
General and administrative costs increased by $3.7 million, mainly due to the following:
Other operating expenses increased by $1.4 million, mainly due to the acquisition of UBP.
Changes in Other expense, net are summarized in the following table:
Interest expense, net
Interest on notes payable
187,084
154,647
32,437
Interest on unsecured credit facilities
8,566
6,824
1,742
Capitalized interest
(6,627
(5,695
(932
Hedge expense
728
438
290
Interest income
(9,632
(1,965
(7,667
180,119
154,249
25,870
Provision for impairment of real estate
14,304
Gain on sale of real estate, net of tax
(34,162
(661
(33,501
Loss (gain) on early extinguishment of debt
(99
Net investment income
(6,181
(5,665
(516
Total other expense, net
154,260
147,824
6,436
Interest expense, net increased by $25.9 million primarily due to the following:
Provision for impairment of real estate of $14.3 million was recognized in 2024 related to the sale of one operating property and the change in expected hold period of another operating property.
During 2024, we recognized gains on sale of $34.2 million mainly from the sale of five operating properties and recognition of two sales type leases. During 2023, we recognized gains on sale of we recognized gains on sale of $0.7 million from three land parcels.
There were no significant changes in Loss (gain) on early extinguishments of debt, Net investment income and Equity in income of investments in real estate partnerships.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
Net income
409,840
370,867
38,973
Income attributable to noncontrolling interests
(9,452
(6,310
(3,142
Net income attributable to the Company
400,388
364,557
35,831
Preferred stock dividends
(13,650
(5,057
(8,593
Net income attributable to common shareholders
386,738
359,500
27,238
Net income attributable to exchangeable operating partnership units ("EOP")
2,338
2,008
330
Net income attributable to common unit holders
389,076
361,508
27,568
The $3.1 million increase in Income attributable to noncontrolling interests is mainly due to the acquisition of UBP.
The $8.6 million increase in Preferred stock dividends is related to the preferred stock issued in connection with the UBP acquisition. The current period includes a full year of dividends as compared to a partial year in 2023, as the UBP acquisition was completed on August 18, 2023.
Supplemental Earnings Information on Non-GAAP Measures
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 "Non-GAAP Measures" 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, increased $27.8 million from the following major components:
(Pro-rata in thousands)
976,833
950,572
26,261
339,865
330,909
8,956
14,515
14,484
Termination fees
4,879
7,870
(2,991
(3,912
(242
(3,670
13,557
12,488
1,069
10,749
9,245
1,504
Total real estate revenue
1,356,486
1,325,326
31,160
Operating and maintenance
226,489
224,837
1,652
Termination expense
175,975
171,737
4,238
Ground rent
14,169
13,710
459
Total real estate operating expenses
416,638
410,284
6,354
Pro-rata same property NOI
939,848
915,042
24,806
Less: Termination fees
4,874
(2,996
Pro-rata same property NOI, excluding termination fees
934,974
907,172
27,802
Pro-rata same property NOI growth, excluding termination fees
Total real estate revenue increased by $31.2 million, on a net basis, as follows:
Total real estate operating expenses increased by $6.4 million, on a net basis, as follows:
Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:
Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:
Less:
Other (1)
49,944
46,084
Plus:
Other operating expense
Other expense, net
Equity in income of investments in real estate excluded from NOI (2)
54,040
46,088
Net income attributable to noncontrolling interests
9,452
6,310
Preferred stock dividends and issuance costs
13,650
5,057
NOI
1,047,368
951,288
Less non-same property NOI
(107,520
(36,246
Same property NOI
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
394
42,135
389
41,383
Acquired properties owned for entirety of comparable periods
441
Developments that reached completion by beginning of earliest comparable period presented
Disposed properties
(4
(415
(1
(27
SF adjustments (1)
Change in intended property use
Ending same property count
397
42,510
Nareit FFO, Core Operating Earnings and AFFO:
Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:
(in thousands, except share information)
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Adjustments to reconcile to Nareit FFO:(1)
Depreciation and amortization (excluding FF&E)
422,581
378,400
(35,069
(3,822
EOP units
Nareit FFO attributable to common stock and unit holders
790,892
736,086
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
7,718
4,620
Certain Non Cash Items
(22,980
(11,060
Uncollectible straight-line rent
2,446
(1,174
(23,431
(29,869
Debt and derivative mark-to-market amortization
5,837
2,352
Core Operating Earnings
760,662
700,856
Reconciliation of Core Operating Earnings to AFFO:
Adjustments to reconcile to AFFO:(1)
Operating capital expenditures
(138,229
(112,694
Debt cost and derivative adjustments
8,391
6,739
Stock-based compensation
18,549
17,277
AFFO
649,373
612,178
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 for the next 12 months and beyond 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, we priced a public offering of $400 million of senior unsecured notes due in 2034 (the "January 2024 Notes") under our existing shelf registration statement filed with the SEC. The January 2024 Notes were issued at 99.617% of par value with a coupon of 5.25%, and will mature on January 15, 2034. Additionally, on August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035 (the "August 2024 Notes") under our existing shelf registration statement filed with the SEC. The August 2024 Notes were issued at 99.813% of par value with a coupon of 5.10%, and will mature on January 15, 2035.
We redeemed $250 million of senior unsecured notes that matured in June 2024, and our next maturity of senior unsecured notes occurs in November 2025. We have $101.6 million of secured loan maturities during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated 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 $56.3 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 (1)
400,000
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount
1,500,000
Available capacity (2)
1,424,940
Maturity(3)
March 23, 2028
The declaration of dividends is determined quarterly by our Board of Directors. On February 4, 2025, 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, 2024 and 2023, we generated cash flows from operating activities of $790.2 million and $719.6 million, respectively, and paid $507.0 million and $458.8 million in dividends to our common and preferred stock and unit holders, in the same respective periods.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in January 2025, we estimate that we will require capital during the next 12 months of approximately $544.9 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. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.
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, 2024, 88.6% 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 Line and unsecured debt require that we remain in compliance with various financial covenants customary for debt of this type, which are described in Note 9 of the Consolidated Financial Statements. We were in compliance with these covenants at December 31, 2024, 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
790,198
719,591
70,607
Net cash used in investing activities
(326,644
(341,978
15,334
Net cash used in financing activities
(493,024
(355,035
(137,989
Net change in cash and cash equivalents and restricted cash
(29,470
22,578
(52,048
Total cash, cash equivalents, and restricted cash
61,884
91,354
Net cash provided by operating activities:
Net cash provided by operating activities changed by $70.6 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $15.3 million as follows:
Cash flows from investing activities:
Acquisition of operating real estate
(45,405
(45,386
(19
Acquisition of UBP, net of cash acquired of $14,143
(82,389
82,389
Real estate development and capital improvements
(343,368
(232,855
(110,513
Proceeds from sale of real estate
108,615
11,167
97,448
Proceeds from property insurance casualty claims
5,286
Issuance of notes receivable
(32,651
(4,000
(28,651
Collection of notes receivable
3,115
4,000
(885
Investments in real estate partnerships
(41,345
(13,119
(28,226
Return of capital from investments in real estate partnerships
13,034
11,308
1,726
Dividends on investment securities
453
1,283
(830
Acquisition of investment securities
(101,044
(7,990
(93,054
Proceeds from sale of investment securities
106,666
16,003
90,663
Significant changes in investing activities include:
We plan to continue developing and redeveloping shopping centers for long-term investment. During 2024, we deployed capital of $343.4 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:
Capital expenditures:
Land acquisitions
16,885
2,580
14,305
Building and tenant improvements
113,550
92,609
20,941
Redevelopment costs
129,553
88,426
41,127
Development costs
61,902
34,981
26,921
6,487
5,505
982
Capitalized direct compensation
14,991
8,754
6,237
343,368
232,855
110,513
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Market
Ownership (3)
Start Date
Estimated Stabilization Year (1)
Estimated / Actual NetDevelopmentCosts (2) (3)
GLA (3)
Cost PSFof GLA (2) (3)
% of CostsIncurred
Developments In-Process
Baybrook East - Phase 1B
Houston, TX
Q2-2022
9,792
Sienna Grande - Phase 1
Q2-2023
9,409
409
The Shops at SunVet
Long Island, NY
92,863
540
The Shops at Stone Bridge
Cheshire, CT
Q1-2024
68,277
440
Jordan Ranch Market
Q3-2024
23,006
284
Oakley Shops at Laurel Fields
Bay Area, CA
34,982
448
Total Developments In-Process
238,329
586
407
Developments Completed
Metro NYC
Q1-2022
45,880
249
184
Total Developments Completed
The following table summarizes our redevelopment projects in process and completed:
Estimated Net Project Costs (2) (3)
% of Costs Incurred
Redevelopments In-Process
Los Angeles, CA
Q4-2022
24,525
Serramonte Center - Phase 3
San Francisco, CA
36,989
Q3-2023
14,986
Miami, FL
Q4-2023
22,743
Atlanta, GA
15,002
St. Augustine, FL
15,607
East Meadow Plaza - Phase 1
11,736
Cincinnati, OH
Q4-2024
15,442
Willows Shopping Center
16,807
Various Redevelopments
Various
20% - 100%
85,120
Total Redevelopments In-Process
258,957
Redevelopments Completed
Boston, MA
Q2-2019
59,854
Westbard Square Phase I
Bethesda, MD
Q2-2021
38,826
30,634
Jacksonville, FL
16,422
Various Properties
45,009
Total Redevelopments Completed
190,745
Net cash used in financing activities:
Net cash flows from financing activities increased by $138.0 million during 2024, as follows:
Cash flows from financing activities:
Net proceeds from common stock issuances
(33
Repurchase of common shares in conjunction with equity award plans
(19,540
(7,662
(11,878
Common shares repurchased through share repurchase program
(200,066
(20,006
(180,060
Contributions from noncontrolling interests
6,789
10,238
(3,449
Distributions to and redemptions of noncontrolling interests
(12,185
(7,813
(4,372
Dividend payments and operating partnership distributions
(506,967
(458,846
(48,121
(Repayments of) proceeds from unsecured credit facilities, net
(87,000
152,000
(239,000
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
722,860
Proceeds from notes payable
59,500
(47,500
Debt repayment
(392,470
(72,827
(319,643
Payment of financing costs
(16,655
(526
(16,129
Proceeds from sale of treasury stock
Redemption of EOP units
(9,163
9,163
Significant changes in financing activities include the following:
Contractual Obligations and Other Commitments
We have material obligations at December 31, 2024, 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.
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.
The Company had accrued liabilities of $17.3 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2024. 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 higher interest rates will adversely impact the interest rates on any new debt that we may issue.
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, 2024. 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, 2024, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $0.7 million per year based on $74.6 million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, 2024.
Further, the table below incorporates only those exposures that exist as of December 31, 2024, 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, 2024:
(dollars in thousands)
Fair Value
Fixed rate debt (1)
308,465
357,768
754,572
341,882
481,406
2,123,633
4,367,726
4,131,301
Average interest rate for all fixed rate debt (2)
4.09
4.11
4.13
4.25
4.23
4.47
Variable rate SOFR debt (1)
3,870
70,525
74,635
74,795
Average interest rate for all variable rate debt (2)
5.55
5.48
Item 8. Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 185)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Equity for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Capital for the years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2024
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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 14, 2025 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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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 $10.7 billion as of December 31, 2024. 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:
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 14, 2025
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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, 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 14, 2025 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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 14, 2025 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 $10.7 billion as of December 31, 2024. 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:
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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, 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 14, 2025 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, 2024 and 2023
(in thousands, except share data)
Assets
Net real estate investments:
Real estate assets, at cost
13,698,419
13,454,391
Less: accumulated depreciation
2,960,399
2,691,386
Real estate assets, net
10,738,020
10,763,005
Investments in sales-type leases, net
16,291
8,705
399,044
370,605
Net real estate investments
11,153,355
11,142,315
Properties held for sale, net
18,878
Cash, cash equivalents, and restricted cash, including $5,601 and $6,383 of restricted cash at December 31, 2024 and 2023, respectively
Tenant and other receivables, net
255,495
206,162
Deferred leasing costs, less accumulated amortization of $131,080 and $124,107 at December 31, 2024 and 2023, respectively
79,911
73,398
Acquired lease intangible assets, less accumulated amortization of $395,209 and $364,413 at December 31, 2024 and 2023, respectively
229,983
283,375
Right of use assets, net
322,287
328,002
Other assets
289,046
283,429
Total assets
12,391,961
12,426,913
Liabilities and Equity
Liabilities:
Notes payable, net
4,343,700
4,001,949
Unsecured credit facility
65,000
Accounts payable and other liabilities
392,302
358,612
Acquired lease intangible liabilities, less accumulated amortization of $222,052 and $211,067 at December 31, 2024 and 2023, respectively
364,608
398,302
Lease liabilities
244,861
246,063
Tenants' security, escrow deposits and prepaid rent
81,183
78,052
Total liabilities
5,491,654
5,234,978
Commitments and contingencies
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at December 31, 2024 and 2023
225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 181,361,454 and 184,581,070 shares issued and outstanding at December 31, 2024 and 2023, respectively
1,814
1,846
Treasury stock at cost, 479,251 and 448,140 shares held at December 31, 2024 and 2023, respectively
(28,045
(25,488
Additional paid-in-capital
8,503,227
8,704,240
Accumulated other comprehensive gain (loss)
2,226
(1,308
Distributions in excess of net income
(1,980,076
(1,871,603
Total shareholders' equity
6,724,146
7,032,687
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $81,076 and $74,199 at December 31, 2024 and 2023, respectively
40,744
42,195
Limited partners' interests in consolidated partnerships
135,417
117,053
Total noncontrolling interests
176,161
159,248
Total equity
6,900,307
7,191,935
Total liabilities and equity
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Operations
For the years ended December 31, 2024, 2023, and 2022
(in thousands, except per share data)
Revenues:
1,187,452
10,719
25,851
1,224,022
Operating expenses:
319,697
196,148
149,795
79,903
6,166
751,709
Other expense, net:
146,186
(109,005
Net investment (income) loss
6,921
44,102
Income before equity in income of investments in real estate partnerships
359,546
320,326
428,211
Equity in income of investments in real estate partnerships
50,294
50,541
59,824
488,035
Exchangeable operating partnership units ("EOP")
(2,338
(2,008
(2,105
(7,114
(4,302
(3,065
(5,170
482,865
Net income attributable to common shareholders:
Per common share - basic
2.12
2.04
2.82
Per common share - diluted
2.11
2.81
Consolidated Statements of Comprehensive Income
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
12,523
(2,448
20,061
Reclassification adjustment of derivative instruments included in net income
(8,895
(7,536
833
Unrealized (loss) gain on available-for-sale debt securities
(32
337
(1,309
Other comprehensive income (loss)
3,596
(9,647
19,585
Comprehensive income
413,436
361,220
507,620
Less: comprehensive income attributable to noncontrolling interests:
5,170
Other comprehensive income (loss) attributable to noncontrolling interests
(779
1,798
Comprehensive income attributable to noncontrolling interests
9,514
5,531
6,968
Comprehensive income attributable to the Company
403,922
355,689
500,652
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, 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
2,105
3,065
Other comprehensive income
Other comprehensive income before reclassification
17,008
1,664
1,744
18,752
Amounts reclassified from accumulated other comprehensive income
779
Deferred compensation plan, net
(1,703
1,702
Restricted stock issued, net of amortization
16,665
16,667
Common stock repurchased for taxes withheld for stock-based compensation, net
(5,858
Common stock repurchased and retired
(13
(75,406
(75,419
Common stock issued under dividend reinvestment plan
524
Common stock issued for partnership units exchanged
1,275
(1,275
Common stock issued, net of issuance costs
61,274
61,284
Reallocation of noncontrolling interests, net of transaction costs
(6,482
6,266
(216
Contributions from partners
13,223
Distributions to partners
(14,816
Dividends declared:
Common stock/unit ($2.525 per share/unit)
(433,028
(1,873
(434,901
Balance at December 31, 2022
1,711
(24,461
7,877,152
7,560
(1,764,977
6,096,985
34,489
46,565
81,054
6,178,039
4,302
Other comprehensive loss
Other comprehensive loss before reclassification
(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 EOP units
622
(198
818,361
818,497
Issuance of EOP units
31,253
Issuance of preferred stock
74,730
Preferred stock (Series A: $0.781250 per share/unit; Series B: $0.734400 per share/unit)
Common stock/unit ($2.620 per share/unit)
(466,126
(2,628
(468,754
Balance at December 31, 2023
7,114
11,845
576
646
12,491
(8,311
(50
(534
(584
Adjustment for noncontrolling interests
(10,833
2,119
8,714
10,833
(2,557
2,557
24,916
24,917
(19,012
(200,033
657
735
(735
14,679
Preferred stock (Series A: $1.562500 per share/unit; Series B: $1.468800 per share/unit)
Common stock/unit ($2.715 per share/unit)
(495,211
(5,193
(500,404
Balance at December 31, 2024
See accompanying notes to consolidated financial statements.
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 financing costs and debt premiums
13,096
8,252
5,799
Amortization of above and below market lease intangibles, net
(22,701
(29,130
(20,995
Stock-based compensation, net of capitalization
23,504
20,075
16,521
(50,294
(50,541
(59,824
Distribution of earnings from investments in real estate partnerships
69,156
66,531
61,416
Deferred compensation expense (income)
5,256
4,782
(6,128
Realized and unrealized (gain) loss on investments
(5,930
(5,571
7,040
Changes in assets and liabilities:
Tenant and other receivables
(24,219
(13,904
(35,274
Deferred leasing costs
(11,703
(11,156
(10,801
1,818
3,028
1,292
4,253
5,152
(9,088
3,086
(316
7,130
655,815
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022
(169,639
(195,418
143,133
1,823
(36,266
48,473
1,113
(21,112
21,785
(206,108
Net proceeds from common stock issuance
(6,447
(7,245
Distributions to exchangeable operating partnership unit holders
(2,952
(2,368
(1,867
Dividends paid to common shareholders
(490,365
(453,065
(428,276
Dividends paid to preferred shareholders
(3,413
Repayment of fixed rate unsecured notes
(250,000
Proceeds from unsecured credit facilities
722,419
557,000
95,000
Repayment of unsecured credit facilities
(809,419
(405,000
(95,000
Repayment of notes payable
(131,261
(61,592
(6,745
Scheduled principal payments
(11,209
(11,235
(11,219
(88
(475,958
(26,251
Cash and cash equivalents and restricted cash at beginning of the year
68,776
95,027
Cash and 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 $6,627, $5,695, and $4,166 in 2024, 2023, and 2022, respectively)
161,356
147,176
141,359
Cash paid for income taxes, net of refunds
7,724
933
570
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
133,114
126,683
111,709
Previously held equity investments in real estate assets acquired
17,179
Mortgage loans assumed by Company with the acquisition of real estate
22,779
Right of use assets obtained in exchange for new operating lease liabilities
1,271
36,577
Sale of leased asset in exchange for net investment in sales-type lease
2,846
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
818,530
Preferred stock exchanged for UBP shares
EOP units issued for acquisition of real estate
Real estate received in lieu of rental revenue
1,853
Change in accrued capital expenditures
14,036
8,877
4,888
Stock-based compensation capitalized
1,941
954
Contributions to investments in real estate partnerships
18,459
Contributions from limited partners in consolidated partnerships
7,890
5,436
Change in fair value of securities
338
1,658
(in thousands, except unit data)
Liabilities and Capital
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstadning, in the aggregate, in Series A and Series B at December 31, 2024 and 2023
General partner's common units, 181,361,454 and 184,581,070 units issued and outstanding at December 31, 2024 and 2023, respectively
6,496,920
6,808,995
Limited partners' common units, 1,096,659 and 1,107,454 units issued and outstanding at December 31, 2024 and 2023, respectively
Total partners' capital
6,764,890
7,074,882
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
402,726
366,565
484,970
Preferred unit distributions
Net income attributable to common unit holders:
Per common unit - basic
Per common unit - diluted
1,713
7,156
3,571
Comprehensive income attributable to the Partnership
406,280
357,649
502,842
Consolidated Statements of Capital
General PartnerPreferred andCommon Units
LimitedPartners
TotalPartners'Capital
NoncontrollingInterests inLimited Partners'Interest inConsolidatedPartnerships
TotalCapital
6,047,598
6,072,818
17,088
784
(449,717
Reallocation of limited partners' interest, net of transaction costs
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company
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
(5,334
EOP units exchanged for common stock of Parent Company
6,089,425
6,131,474
(2,072
(6,844
(476,567
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
(6,452
7,033,995
11,915
(8,361
(8,714
(512,589
(18,355
6,721,920
Repurchase of common units in conjunction with equity award plans
Common units repurchased through share repurchase program
(493,317
(455,433
(430,143
Dividends paid to preferred unit holders
Common and Preferred units, and exchangeable operating partnership dividends declared but not paid
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. Its only indebtedness consists of $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, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 379 properties and held partial interests in an additional 103 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Acquisition of Urstadt Biddle Properties Inc.
On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. 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 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").
As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships.
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 may 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, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the current Middle East conflicts and wars, and economic conflicts with China, as well as the 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 and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, 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 holds a controlling financial interest in the entity. Controlling financial interest 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 currently 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, 2024, the Parent Company owned approximately 99.4% or 181,361,454 of the 182,458,113 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, 2024, Regency held partial ownership interests in 122 properties through real estate partnerships, of which 19 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership of its equity interest in the partnerships and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. 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 have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company, except to the extent that the Company has provided payment guarantees. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, or, where applicable, by the Company under such guarantees. 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 carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:
312,873
270,674
Cash, cash equivalents and restricted cash
16,687
8,201
5,833
3,883
Deferred costs, net
3,178
2,494
Acquired lease intangible assets, net
6,293
12,099
18,148
44,377
597
893
Total Assets
363,609
342,621
Liabilities
Notes payable
32,653
33,211
16,149
29,919
Acquired lease intangible liabilities, net
10,627
21,456
1,260
1,239
19,370
21,433
Total Liabilities
80,059
107,258
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, 2024, the Company classified three leases as sales type leases, 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
35,306
34,814
Straight-line rent receivables
157,507
138,590
Other receivables (1)
62,682
32,758
Total tenant and other receivables, net
As of December 31, 2024, the Company has an outstanding note receivable in the carrying amount of $29.8 million at an interest rate of 6.8% maturing in January 2027, secured by a grocery-anchored shopping center.
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 is primarily derived 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
15,767
14,075
13,470
Asset management services
6,548
6,542
6,752
Leasing services
Point in time
3,738
3,908
3,945
Other transaction fees
1,821
2,429
1,684
Total management, transaction, and other fees
The accounts receivable for Total management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $19.7 million and $18.5 million, as of December 31, 2024 and 2023, respectively.
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
Land
4,757,704
4,802,583
Land improvements
807,881
758,779
Buildings
6,456,719
6,371,894
1,461,003
1,302,954
Construction in progress
215,112
218,181
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, 2024 and 2023, the Company had nonrefundable deposits and other pre-development costs of approximately $10.2 million and $7.7 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, 2024, 2023, and 2022, the Company expensed pre-development costs of approximately $0.9 million, $0.1 million, and $0.6 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, 2024, 2023, and 2022, the Company capitalized interest of $6.6 million, $5.7 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, 2024, 2023, and 2022, we capitalized $19.8 million, $13.3 million, and $10.8 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, 2024 and 2023, $5.6 million and $6.4 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 Net investment (income) loss 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 Net investment (income) loss 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 TRSs 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 TRSs 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 deferred tax liabilities within Accounts payable and other liabilities in the Consolidated Balance Sheets. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized within Other assets in the Consolidated Balance Sheets. 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 (2021 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, presented 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.
Our at-the-market (“ATM”) program allows for the sale of common stock through forward sales contracts. These contracts meet all conditions for equity classification, and as such, common stock is recorded at the offering price specified in the contract upon settlement. The Company also accounts for the potential dilution from forward sales contracts in the earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement. For further details on forward equity sales transactions, refer to Note 12 in the consolidated financial statements.
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 and 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 simultaneously receives an equal number of common units from the Operating Partnership. The Company contributes all deemed proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan") to the operating partnership. Consequently, the Parent Company's ownership in the Operating Partnership increases in proportion to the deemed proceeds contributed in exchange for the common units received. 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 ("CODM") 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. For further details on segment information, refer to Note 16 in the consolidated financial statements.
No single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of December 31, 2024, the Company had three geographic concentrations that individually accounted for at least 10.0% of its aggregate ABR. Real estate properties located in California, Florida and New York-Newark-Jersey City core-based statistical area accounted for 23.4%, 20.5% and 12.3% of ABR, respectively. As the result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that impact these locations. 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 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
Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses.
January 1, 2027
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses.
ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
ASU 2024-04 clarifies guidance on the accounting for inducements offered to holders of convertible debt instruments to encourage them to convert the debt into equity securities. Specifically, the ASU clarifies the recognition and measurement of inducement costs and their impact on the issuer’s financial statements.
January 1, 2026
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. The adoption is not expected to have a material effect on our financial position or results of operations, as the Company currently does not have any convertible debt instruments in our financing arrangements.
UBP Acquisition
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:
(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
Debt repaid
39,266
Preferred stock converted
Transaction costs
57,197
Other cash payments
Total purchase price
1,140,061
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
Noncontrolling 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
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's Ownership
PurchasePrice (1)
Debt Assumed, Net of Premiums (1)
IntangibleAssets (1)
Intangible Liabilities (1)
2/23/2024
Development
8,000
5/3/2024
Compo Acres North Shopping Center
Westport, CT
Operating
45,500
5,360
2,175
7/16/2024
15,784
8/21/2024
Oakley, CA
2,120
Total property acquisitions
71,404
5/1/2023
Sienna Phase 1
2,695
5/18/2023
SunVet
Holbrook, NY
24,140
10/11/2023
Nohl Plaza
Orange, CA
25,328
3,940
10,470
12/1/2023
Longmeadow, MA
31,400
4,049
1,876
83,563
7,989
12,346
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
34,162
661
109,005
Provision for impairment of real estate sold
1,330
Number of operating properties sold
Number of land parcels sold
Percent interest sold
The Company's investments in real estate partnerships include the following:
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)
136,972
1,455,471
38,729
91,447
Columbia Regency Partners II, LLC (Columbia II) (1)
63,024
623,655
3,938
20,121
Columbia Village District, LLC
6,434
99,236
2,220
7,453
Individual Investors
Ballard Blocks
59,596
115,784
1,028
2,380
Town & Country Center
44,715
259,218
1,810
5,235
Others (2)
12% - 83%
88,303
289,793
2,569
10,027
Total investments in real estate partnerships
2,843,157
136,663
144,371
1,475,611
35,901
84,224
Columbia Regency Retail Partners, LLC (Columbia I)
7,045
139,224
1,630
8,559
Columbia Regency Partners II, LLC (Columbia II)
42,994
424,672
1,743
8,769
6,123
97,522
2,199
7,383
62,140
120,379
1,486
3,297
42,074
224,579
1,075
3,136
Others
12% - 67%
65,858
208,006
6,507
19,770
2,689,993
135,138
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
Investments in real estate, net
2,569,765
2,432,859
25,164
16,723
248,228
240,411
1,564,551
1,499,702
19,045
15,112
Other liabilities
92,911
80,457
Capital - Regency
444,354
418,205
Capital - Third parties
722,296
676,517
The following table reconciles the Company's capital recorded by the unconsolidated real estate investment partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheet:
Basis difference
(45,310
(47,600
The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows:
420,281
390,843
378,096
96,239
88,974
86,193
68,289
65,509
61,224
51,986
47,529
42,010
5,201
5,008
5,615
5,740
3,119
3,851
227,455
210,139
198,893
Other expense (income):
58,451
56,706
54,874
Gain on sale of real estate
(2,288
(11,140
(49,424
Loss on early extinguishment of debt
587
Total other expense (income)
56,163
45,566
6,037
Net income of the Partnerships
173,166
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 investments in real estate partnerships for the periods set forth below:
Year ended December 31, 2024
PropertyName
Real Estate Partner
Purchase Price (1)
Intangible Assets (1)
8/30/2024
East Greenwich, RI
Other
46,650
5,127
1,877
10/17/2024
Round Rock, TX
Columbia II
68,751
6,560
5,120
115,401
11,687
6,997
Year ended December 31, 2023
9/19/2023
Chicago, IL
27,510
3,625
503
Dispositions
The following table provides a summary of shopping centers and land parcels disposed of through our investments in real estate partnerships:
Proceeds from sale of real estate investments
2,256
30,659
116,377
2,288
11,140
49,424
The Company's share of gain on sale of real estate
907
3,161
12,748
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, 2024, were as follows:
(in thousands)Scheduled Principal Payments and Maturities by Year:
ScheduledPrincipalPayments
MortgageLoanMaturities
UnsecuredMaturities
Regency'sPro-RataShare
6,727
147,512
154,239
49,031
7,393
272,963
35,800
316,156
108,765
7,576
32,800
40,376
13,669
4,267
246,605
250,872
92,027
2,841
93,500
96,341
34,967
Beyond 5 Years
3,847
711,324
715,171
280,111
Net unamortized loan costs, debt premium / (discount)
(8,603
(3,200
Total notes payable
32,651
1,496,101
1,564,552
575,370
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 93.3% having a weighted average fixed interest rate of 3.9%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 6.8% at December 31, 2024.
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 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
100
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
166,739
167,062
51,820
51,992
Prepaid and other
40,240
40,635
Derivative assets
12,781
14,213
Furniture, fixtures, and equipment, net
7,954
6,662
Deferred financing costs, net
2,865
Total other assets
The following table presents the goodwill balances and activity during the year ended:
AccumulatedImpairmentLosses
Beginning of year balance
294,524
(127,462
300,496
(133,434
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
(1,884
1,561
(323
End of year balance
292,640
(125,901
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:
522,117
543,892
103,075
103,896
Total intangible assets
625,192
647,788
Accumulated amortization
(395,209
(364,413
586,660
609,369
(222,052
(211,067
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
49,169
34,568
Above-market lease amortization
8,860
6,571
5,828
Acquired lease intangible asset amortization
58,029
50,673
40,396
Below-market lease amortization
33,883
37,831
28,642
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
33,173
21,657
26,813
20,878
21,290
19,875
16,909
19,767
14,257
19,091
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 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:
Operating lease income
Fixed and in-substance fixed lease income
1,035,225
928,364
851,409
Variable lease income
356,520
324,037
287,149
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net
22,543
(1,885
1,261
12,510
Uncollectible amounts billable in lease income
13,841
Future minimum rental revenue under non-cancelable operating leases, excluding variable lease payments as of December 31, 2024, are as follows:
For the year ending December 31,
1,021,232
942,040
825,189
676,595
536,477
2,006,865
6,008,398
At December 31, 2024, the Company had three leases classified as sales-type leases, 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 20 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 for office space used to conduct its business. Office leases expire through the year 2035, and in certain 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
15,420
14,727
13,759
Office leases
3,689
4,103
4,162
Total fixed operating lease expense
19,109
18,830
17,921
Variable lease expense
1,953
1,586
1,591
592
729
611
Total variable lease expense
2,545
2,315
2,202
Total lease expense
21,654
21,145
20,123
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows for operating leases
16,212
15,823
14,656
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, 2024, and provides a reconciliation to the Lease liabilities included in the accompanying Consolidated Balance Sheets:
Lease Liabilities
For the years ending December 31,
Ground Leases
Office Leases
12,871
3,904
16,775
12,793
3,947
16,740
12,819
2,748
15,567
12,960
1,899
14,859
12,993
733
13,726
687,963
1,269
689,232
Total undiscounted lease liabilities
752,399
766,899
Present value discount
(520,621
(1,417
(522,038
231,778
13,083
Weighted average discount rate
5.5
4.1
Weighted average remaining term (in years)
48.7
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
2.84
2.56
(2)
2.53
(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:
1.56
Capital gain
The following table summarizes the tax status of dividends paid on our Series B preferred stock:
1.47
0.37
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2024, 2023, and 2022 was as follows:
Income tax expense (benefit):
Current
7,571
796
(332
Deferred
(3,026
293
Total income tax expense (benefit) (1)
4,545
895
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)
2,723
371
504
State income tax, net of federal benefit
1,376
Valuation allowance
406
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
2,301
1,893
(2,301
(1,893
Deferred tax assets, net
Deferred tax liabilities
Fixed assets
(9,324
(12,563
(972
(780
(10,296
(13,343
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
3.9%
4.3%
337,703
449,615
Variable rate mortgage loans (1)
1/31/2032
4.4%
282,117
299,579
Fixed rate unsecured debt
3/15/2049
4.1%
3,723,880
3,252,755
Total notes payable, net
Unsecured credit facility:
$1.5 Billion Line of Credit (the "Line") (2)
3/23/2028
5.3%
5.6%
Total unsecured credit facility
Total debt outstanding
4,408,700
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.
On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured notes due in 2034, and the notes were issued on January 18, 2024 at 99.617% of par value with a coupon of 5.250%.
On June 17, 2024, the Company paid off $250 million of unsecured public debt that had matured, utilizing a portion of the proceeds from the January 2024 public debt offering, and the Company paid off a $78.3 million fixed rate mortgage loan.
On August 12, 2024, the Company priced a public offering of $325 million of senior unsecured notes due in 2035, and the notes were issued on August 15, 2024 at 99.813% of par value with a coupon of 5.1%.
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, 2024, 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 facility (the "Line") pursuant to the Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of January 18, 2024, by and among the Company and 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 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. 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 December 31, 2024, the Line had an available capacity of $1.4 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line accrues interest at a variable rate of SOFR plus an applicable spread of 0.82% and a 0.125% commitment fee.
The Company is required to comply with certain financial covenants as defined in the Credit Agreement, including the 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, 2024, the Company is in compliance with all financial covenants for the Line.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
Scheduled Principal Payments and Maturities by Year:
UnsecuredMaturities (1)
9,798
52,537
250,000
312,335
10,040
147,847
200,000
357,887
7,133
222,558
525,000
754,691
5,402
42,004
365,000
412,406
2,786
53,620
425,000
68,466
2,050,000
2,123,636
Unamortized debt premium/(discount) and issuance costs
(7,541
(26,120
(33,661
40,329
579,491
3,788,880
The Company was in compliance as of December 31, 2024, with all debt covenants.
The Company may use derivative financial instruments, including interest 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 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.
Detail on the Company's interest rate derivatives outstanding is as follows:
(in thousands, except number of instruments data)
Interest Rate Swaps
Notional amount
301,444
294,928
Number of instruments
Detail on the fair value of the Company's interest rate derivatives is as follows:
Interest rate swaps classified as:
Derivative liabilities
(423
(1,335
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
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, 2024, 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
Interest(income) expense, net
As of December 31, 2024, the Company expects approximately $2.5 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 those instruments listed below:
CarryingAmount
Financial assets:
Notes receivable
31,790
31,755
2,109
Financial liabilities:
4,141,096
3,763,152
Unsecured credit facilities (1)
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, 2024 and 2023, 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 $4.5 million for the year ended December 31, 2024, unrealized gains of $4.2 million for the year ended December 31, 2023 and unrealized losses of $8.0 million for the year ended December 31, 2022.
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in 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, 2024
Balance
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
39,419
Available-for-sale debt securities
12,401
Interest rate derivatives
64,601
25,182
Fair Value Measurements as of December 31, 2023
37,039
14,953
66,205
29,166
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis:
Total Gains (Losses)
10,915
(12,974
During the year ended December 31, 2024, the Company recorded a $14.3 million Provision for impairment on two operating properties. One property was sold within the reporting period with a $1.3 million provision for impairment. The second property is classified as held and used, and was impaired as a result of management's change in expected hold period and the carrying value exceeded the estimated fair value. The estimated fair value was based on letters of intent from third-party offers for the property and is reflected in the table above within the Level 2 fair value hierarchy.
During the year ended December 31, 2023, there were no real estate assets measured at fair value on a nonrecurring basis.
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, 2024
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%
9,000,000
225,000,000
Preferred Stock Outstanding as of December 31, 2023
On or after 10/1/2024
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. The holders of the Preferred Stock have general preference rights over common stockholders 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 4, 2025, the Board:
Common Stock of the Parent Company
On February 4, 2025, the Board declared a common stock dividend of $0.705 per share, payable on April 2, 2025, to shareholders of record as of March 12, 2025.
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.
During 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company is obligated to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 before any underwriting discount and offering expenses. The shares under the forward sales agreements must be settled within one year of their trade dates, which vary by agreement, and range from November 26, 2025, to December 5, 2025. Upon settlement, subject to certain exceptions, the Company may elect, in its sole discretion, to physically settle, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement.
No shares have been settled as of December 31, 2024. Proceeds from the issuance of shares are expected to be approximately $100.0 million before any underwriting discount and offering expenses and are expected to be used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.
As of December 31, 2024, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.
Stock Repurchase Program
On February 8, 2023, the Board authorized a common stock repurchase program under which the Company may purchase, up to a maximum of $250.0 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is treated as treasury stock. The Board's authorization for the Repurchase Program was set to expire on February 7, 2025, unless modified, extended or terminated earlier by the Board at its discretion.
During the year ended December 31, 2023, the Company executed multiple trades, repurchasing 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. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act of 1934, as amended (the "Exchange Act"). All repurchased shares were retired on their respective settlement dates.
During the second quarter of 2024, the Company executed multiple trades, repurchasing 3.3 million common shares under the Repurchase Program for a total of $200.0 million at a weighted average price of $60.48 per share. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. All repurchased shares were retired on the respective settlement dates.
On July 31, 2024, the Board authorized a new common stock repurchase program under which the Company may purchase up to $250.0 million of shares of its outstanding common stock (the "New Repurchase Program"). The New Repurchase Program replaces and supersedes, in all respects, the Repurchase Program. Under the New Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the New Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
At December 31, 2024, $250.0 million remained available under the New Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the year ended December 31, 2024, 10,795 Common Units were exchanged for shares of Parent Company common stock.
During the year ended December 31, 2023, the Operating Partnership issued 520,589 EOP, valued at $31.3 million, as partial purchase price consideration for the acquisition of two properties. In addition, 3,340 Common Units were exchanged for shares of Parent Company common stock, and 151,228 Common Units were redeemed for $9.2 million in cash at the Parent Company's election.
General Partners
The Parent Company, as general partner, owned the following Common Units outstanding:
Common Units owned by the general partner
181,361
184,581
Common Units owned by the limited partners
1,108
Total Common Units outstanding
182,458
185,689
Percentage of Common Units owned by the general partner
99.4
The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations and recognizes forfeitures as they occur.
Restricted stock (1)
Directors' fees paid in common stock and other employee stock grants
528
590
589
Capitalized stock-based compensation
(1,941
(954
Stock-based compensation, net of capitalization (2)
17,136
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, 2024, there were 3.8 million shares available for grant under the Plan.
Restricted Stock Units
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 grant date 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 and performance-based awards. Market based awards are valued using a Monte Carlo simulation model 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 used in the estimate 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 service period for the entire award, regardless of whether the market condition is ultimately achieved.
The following table summarizes non-vested restricted stock activity:
Number of Shares
Intrinsic Value (in thousands)
Weighted Average Grant Date Fair Value
Non-vested as of December 31, 2023
754,518
Time-based awards granted (1) (4)
175,396
61.98
Performance-based awards granted (2) (4)
17,137
62.21
Market-based awards granted (3) (4)
158,807
58.36
Change in market-based awards earned for performance (3)
7,306
63.42
Vested (5)
(304,785
63.17
Forfeited
(4,590
64.43
Non-vested as of December 31, 2024 (6)
803,789
59,424
Expected volatility
25.50
45.50
43.10
Risk free interest rate
4.14
3.75
1.39
Weighted-average grant date fair value for restricted stock
60.36
68.28
72.86
Intrinsic value of restricted stock vested
19,254
19,717
17,797
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, 2024. 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 $5.6 million, $5.3 million, and $4.4 million for the years ended December 31, 2024, 2023, and 2022, 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 units. 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
33,555
31,852
Deferred compensation obligation
33,473
31,770
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:
Net income attributable to common shareholders - basic
Net income attributable to common shareholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
182,817
176,085
171,404
Weighted average common shares outstanding for diluted EPS (1)
183,040
176,371
171,791
Net income per common share – basic
Net income per common share – diluted
The effect of the assumed exchange of the EOP units and certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common shareholders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,099,187, 953,085 and 748,336 for the year ended December 31, 2024, 2023 and 2022, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
Net income attributable to common unit holders - basic
Net income attributable to common unit holders - diluted
Weighted average common units outstanding for basic EPU
183,916
177,038
172,152
Weighted average common units outstanding for diluted EPU (1)
184,139
177,324
172,540
Net income per common unit – basic
Net income per common unit – diluted
The effect of the assumed exchange of certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common unit holders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
The Company's business consists of acquiring, developing, owning, and operating income-producing retail real estate in the United States of America ("USA" or "United States"). The Company owns and manages a portfolio of neighborhood and community shopping centers, anchored primarily by grocers. Nearly all of the Company's consolidated revenues are generated from real estate investments in shopping centers.
The Company derives revenue primarily by leasing retail spaces to tenants under long-term leases with varying terms that generally provide for fixed payments of base rent with stated increases over the lease term. Some leases also include provisions for additional percentage rent based on tenant sales performance. Additionally, most lease agreements contain provisions requiring tenants to reimburse their share of actual real estate taxes, insurance and CAM costs incurred by the Company.
The Company’s CODM is the Executive Committee, which is comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and the Chief Investment Officer. The CODM evaluates the performance of shopping centers and allocates resources on an individual property basis. Consequently, the Company defines its operating segments as individual properties. These operating segments are aggregated into one reportable segment due to similarities in the nature and economics of the centers, tenant profiles, operating processes, and long-term financial performance. The accounting policies for the shopping centers segment are consistent with those described in the Summary of Significant Accounting Policies.
The CODM assesses the performance of each shopping center and allocates resources based on Net Operating Income (“NOI”). NOI is calculated as the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes items such as straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. The Company’s NOI also includes its share of NOI from unconsolidated real estate investment partnerships. The Company does not report asset information for the segment because it is not used to evaluate performance or regularly provided to the CODM.
The CODM uses NOI to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, investments in real estate developments and/or capital improvement.
The following tables provide information about the shopping centers segment revenues, significant expenses, NOI and the reconciliations of these amounts to the Company’s consolidated Net income and Total revenues:
1,548,929
1,413,079
1,312,532
15,450
12,260
11,247
Straight-line rent on lease income
(22,193
(13,559
(27,220
(25,612
(31,604
(23,021
Total real estate revenues
1,516,574
1,380,176
1,273,538
Operating expenses (1)
(267,660
(247,792
(213,085
(201,546
(181,096
(163,667
896,786
Reconciliation of Total real estate revenues to Total revenues:
Consolidated:
24,272
Add: Share of noncontrolling interests
11,859
10,865
10,683
Less: Share of unconsolidated real estate partnerships
(147,546
(137,143
(132,865
Reconciliation of NOI to Net income:
Straight-line rent on ground rent
(1,350
(1,405
(1,610
Above/below market ground rent amortization
(2,142
(1,696
(1,548
(394,714
(352,282
(319,697
(101,465
(97,806
(79,903
(10,867
(9,459
(6,166
(154,260
(147,824
(44,102
Add: Share of noncontrolling interests excluded from NOI
8,293
7,433
Less: Equity in income of investments in real estate excluded from NOI
(54,040
(46,088
(35,824
Litigation
The Company is a party to litigation and other disputes 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, 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 contamination; 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.
The Company had accrued liabilities of $17.3 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets,, as of December 31, 2024 and 2023, respectively.
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 $10.9 million and $8.5 million in letters of credit outstanding as of December 31, 2024, and 2023, respectively.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
Initial Cost
Total Cost
Shopping Centers
Mortgages orEncumbrances(1)
Land & LandImprovements
Building &Improvements
CostCapitalizedSubsequent toAcquisition (2)
AccumulatedDepreciation
48,340
34,895
(71,357
7,020
4,858
11,878
(962
1,220
3,932
3,960
5,180
(149
40,560
25,617
6,071
31,688
72,248
(5,190
23,033
17,173
(678
16,495
39,528
(3,400
4,860
2,251
2,386
7,246
(620
2,198
272
(318
2,152
3,141
2,945
2,960
6,101
(151
3,943
4,001
(6
903
2,239
2,310
3,213
(92
3,044
2,414
2,447
5,491
(120
2,372
1,603
3,975
(60
1,021
4,361
4,416
5,437
(264
1,214
4,414
4,431
5,645
(167
30,760
35,830
3,983
30,812
39,761
70,573
(32,030
2,685
934
362
3,981
(199
16,614
24,171
485
24,656
41,270
(5,627
732
851
1,583
(220
5,695
5,204
5,266
10,961
(268
1,293
11,119
11,124
12,417
(470
3,004
5,852
6,192
9,196
(1,609
(26,000
17,014
21,958
810
22,768
39,782
(3,275
6,394
1,704
8,098
(163
10,109
11,288
1,644
12,932
23,041
(7,250
9,065
(2,298
3,012
3,755
6,767
(2,026
5,438
21,328
(2,588
5,451
18,727
24,178
(3,460
14,546
26,716
604
27,320
41,866
(1,207
2,584
9,865
11,764
14,348
(9,852
4,282
18,827
2,143
4,868
20,384
25,252
(7,102
88,098
20,771
2,228
91,150
19,947
111,097
(5,179
2,751
10,459
11,159
9,486
14,883
24,369
(6,247
(24,365
12,016
33,556
34,404
46,420
(3,420
23,074
33,838
27,758
43,190
70,948
(22,430
2,160
1,137
(1,289
2,003
8,132
9,756
5,292
8,323
14,857
23,180
(11,312
13,881
17,193
(173
14,372
16,529
30,901
(10,378
2,295
9,551
3,112
2,965
11,993
14,958
(10,213
(10,200
4,832
12,405
12,939
17,771
1,738
3,918
144
4,062
5,800
4,632
3,766
3,805
8,437
(187
10,371
5,136
5,288
15,659
(1,673
42,663
38,481
1,353
39,834
82,497
(10,952
(15,148
22,251
20,815
702
21,517
43,768
(8,161
82,411
89,165
4,066
82,491
93,151
175,642
(11,316
3,365
11,453
11,459
14,824
14,912
23,599
8,639
33,812
42,451
(15,482
(22,300
31,988
5,850
737
6,587
38,575
(1,197
43,888
9,726
419
10,145
54,033
(3,876
(10,358
8,664
9,601
18,265
(533
10,787
4,840
15,627
19,286
(10,223
2,628
11,236
5,382
3,606
15,640
19,246
(10,396
12,879
20,713
21,523
34,402
(6,170
2,788
3,473
416
3,889
6,677
(2,113
694
3,292
1,122
5,108
(3,515
4,597
24,836
6,316
5,519
30,230
35,749
(23,762
Brick Walk
(30,591
25,299
41,995
2,283
44,278
69,577
(14,980
BridgeMill Market
7,521
13,306
7,522
14,526
22,048
(4,929
3,033
8,137
740
3,067
8,843
11,910
(4,272
18,687
12,248
3,887
31,031
34,918
(24,273
Broadway Plaza
40,723
42,170
2,593
44,763
85,486
(12,008
7,019
8,688
358
6,998
9,067
16,065
(3,831
35,161
17,494
8,185
36,238
24,602
60,840
(8,602
1,417
7,432
4,642
12,074
13,491
(10,806
45,502
16,642
25,563
51,511
36,196
87,707
(3,085
70,411
36,518
70,448
39,514
109,962
(12,377
2,970
5,978
1,622
2,921
7,649
10,570
(5,449
2,459
4,897
2,546
4,995
7,541
(4,364
774
4,347
(2,419
1,928
2,702
(1,401
2,466
12,548
6,294
3,419
17,889
21,308
(13,523
15,321
160
15,481
21,309
(682
4,974
3,267
1,302
7,772
9,074
(7,705
24,121
22,046
24,122
22,018
46,140
(5,715
3,187
9,397
683
13,267
(3,604
4,704
16,748
4,716
16,969
21,685
(2,638
(6,815
7,266
9,372
200
7,280
9,558
16,838
(481
6,661
11,502
4,607
13,819
18,426
(8,203
1,141
6,845
1,495
8,340
9,481
(3,305
4,612
20,829
6,865
6,886
25,420
32,306
(22,878
30,074
12,644
2,520
15,164
45,238
(5,834
3,533
15,862
6,096
25,491
(15,318
4,952
15,407
15,590
20,542
Chimney Rock
23,623
48,200
856
49,056
72,679
(22,236
22,930
9,028
23,166
12,363
35,529
(3,074
(24,000
29,303
18,437
12,876
31,942
28,674
60,616
(3,336
12,208
15,839
464
12,306
16,205
28,511
(7,320
2,744
3,081
3,189
5,933
24,189
35,422
2,600
24,538
37,673
62,211
(31,498
Clocktower Plaza Shopping Ctr
49,630
19,624
627
20,251
69,881
(5,808
15,056
5,594
535
6,129
21,185
(2,406
13,154
12,315
2,877
15,192
28,346
(12,701
28,627
10,395
985
11,380
40,007
(3,171
15,651
29,034
126
29,160
44,811
(726
30,819
36,506
1,750
31,272
37,803
69,075
(9,785
29,515
40,673
8,499
29,514
49,173
78,687
(11,010
14,922
15,200
15,332
17,485
32,817
(5,502
8,407
8,004
916
8,920
17,327
(4,892
1,772
6,944
2,100
9,044
10,816
(7,507
8,887
268
8,932
24,344
33,276
(2,592
6,674
12,244
1,048
6,696
13,270
19,966
(8,687
6,608
14,967
546
15,513
22,121
(662
(3,742
4,030
4,225
4,249
8,279
(16,000
18,713
20,373
465
20,838
39,551
(3,579
17,982
35,574
13,960
23,175
44,341
67,516
(17,076
5,867
5,874
108,841
32,308
3,794
36,102
144,943
(10,668
30,303
19,255
2,377
21,632
51,935
(5,824
6,592
23,543
1,017
24,560
31,152
(1,051
4,194
4,005
861
4,343
4,717
9,060
(2,881
Darinor Plaza
693
32,140
1,328
711
33,450
34,161
(9,568
8,890
23,368
24,266
33,156
(983
5,300
8,181
3,153
11,334
16,634
(7,557
4,708
6,243
4,711
6,447
11,158
(263
(13,800
15,145
12,110
947
13,057
28,202
(1,862
3,342
15,934
8,438
3,417
24,297
27,714
(19,518
13,135
25,070
(73
24,997
38,132
(3,131
1,730
7,189
2,644
9,622
11,563
(7,885
4,873
14,932
(143
4,729
14,933
19,662
(1,462
5,017
7,379
7,397
12,414
(324
2,985
5,649
931
2,947
6,618
9,565
(1,022
7,600
11,538
15,769
10,328
24,579
34,907
(14,978
11,025
27,371
8,905
36,276
47,301
(17,146
2,834
7,370
3,263
10,119
13,382
(7,412
8,615
7,835
8,644
7,922
16,566
(406
5,040
11,572
20,312
10,518
26,406
36,924
(18,974
Fairfield Center
6,731
29,420
1,902
31,322
38,053
(10,122
9,982
9,796
9,795
19,777
(475
1,340
4,168
582
1,246
4,844
6,090
(3,419
(34,300
30,712
7,327
10,307
34,924
13,422
48,346
(9,607
(8,471
7,960
24,439
24,574
32,534
(1,038
3,077
11,587
3,111
15,291
18,402
(10,435
29,722
29,041
29,784
29,368
59,152
(16,113
11,924
16,856
565
11,822
17,523
29,345
(16,427
6,660
28,021
3,407
31,428
38,088
(20,356
2,136
8,273
831
1,775
9,465
11,240
(6,501
52,665
7,134
13,478
55,087
18,190
73,277
(21,715
3,157
11,153
6,425
4,654
16,081
20,735
(10,971
12,951
2,099
4,124
15,029
19,153
(6,523
26,130
27,596
53,726
(2,059
1,194
5,381
6,110
7,304
(5,196
12,699
18,482
11,521
23,547
35,068
(14,872
24,208
61,033
6,452
24,918
66,775
91,693
(35,448
(4,667
3,831
6,990
(52
6,938
10,769
(269
7,777
24,829
1,241
26,070
33,847
(8,026
2,469
3,765
(96
28,764
25,113
1,979
27,092
55,856
(8,299
8,232
28,260
4,692
21,577
26,269
(12,733
2,284
9,443
1,238
10,681
12,965
(7,076
6,034
5,195
296
6,290
11,525
(241
17,630
8,231
8,420
26,050
(1,198
1,694
5,901
1,695
5,963
7,658
12,390
26,097
15,199
12,215
41,471
53,686
(24,017
Hershey
808
820
827
(636
11,850
18,205
1,106
19,311
31,161
(4,437
4,929
5,065
5,321
10,250
(4,632
(8,825
26,078
21,460
26,092
21,623
47,715
(980
1,600
1,909
1,974
3,574
(1,296
2,995
4,581
4,754
3,104
9,226
12,330
(5,843
5,734
16,709
12,183
8,343
26,283
34,626
(19,368
8,975
23,799
8,828
26,466
35,294
(10,228
5,157
14,279
7,914
9,610
17,740
27,350
(9,640
9,809
39,905
17,996
10,213
57,497
67,710
(34,222
24,974
25,903
1,471
25,050
27,298
52,348
(10,057
8,087
9,849
(2
9,847
17,934
(3,521
1,300
2,159
1,305
3,464
4,764
(2,324
12,354
23,660
12,361
23,863
36,224
(2,716
2,294
12,841
1,447
2,404
14,178
16,582
(8,766
9,364
26,243
906
9,367
27,146
36,513
(7,847
6,772
16,224
1,728
6,802
17,922
24,724
(7,777
14,451
20,089
703
20,792
35,243
2,062
23,536
23,665
25,727
(809
3,844
6,599
1,474
8,073
11,917
(7,035
24,036
57,476
2,942
60,418
84,454
(19,018
7,632
1,286
2,029
8,897
10,926
(6,149
(10,680
6,341
22,296
644
22,940
29,281
(1,159
3,913
7,874
1,545
9,419
13,332
2,030
8,859
(3,514
2,433
4,942
7,375
(3,682
1,779
10,060
1,785
13,624
(7,981
15,992
12,964
16,343
16,737
33,080
(15,131
603
13,428
13,538
14,141
(558
7,913
27,230
9,613
10,439
34,317
44,756
(7,393
1,686
(42
6,455
9,839
387
6,160
10,521
16,681
(6,468
4,400
11,445
1,961
13,406
17,806
(9,156
2,000
9,676
9,528
1,996
19,208
21,204
(12,032
(3,750
12,592
291
13,072
25,664
(5,788
1,706
4,885
344
1,727
5,208
6,935
(3,686
(5,000
12,527
12,039
12,534
12,089
24,623
(581
(9,070
9,961
15,328
15,396
25,357
(766
35,628
66,847
(155
35,639
66,681
102,320
(21,064
4,451
10,807
(114
10,693
15,144
(2,031
(17,166
9,814
24,226
1,626
25,852
35,666
1,073
5,358
6,120
1,901
10,650
12,551
(8,514
3,000
10,728
3,487
14,215
17,215
(9,400
2,999
6,765
1,450
8,215
11,214
(6,948
4,300
13,951
1,258
15,209
19,509
(10,138
2,670
18,401
14,854
2,903
33,022
35,925
(21,506
18,173
13,554
2,360
15,914
34,087
(9,075
837
1,306
(2,143
7,955
18,349
18,454
26,409
(865
2,412
10,150
1,381
11,531
13,943
(10,586
(18,737
22,993
7,778
7,801
30,794
(542
12,500
10,697
9,212
16,276
16,133
32,409
(12,813
10,124
8,691
9,238
11,045
28,053
(11,935
6,733
6,797
(452
4,900
19,774
2,118
21,892
26,792
(12,758
5,668
13,727
4,955
14,634
19,589
(8,800
12,189
30,171
12,159
30,297
42,456
(12,072
1,769
6,652
5,046
2,840
13,467
(7,715
5,011
8,692
1,231
9,923
14,934
(5,819
2,662
11,284
6,349
17,633
20,295
(8,562
6,668
6,300
4,766
12,202
16,968
(7,595
3,503
11,671
3,190
14,272
17,462
(9,798
(3,253
6,591
28,966
29,649
36,240
(13,578
Ocala Corners
1,816
10,515
806
11,321
13,137
(6,559
(846
3,704
2,065
3,711
5,776
(91
(22,607
17,091
26,274
17,092
26,507
43,599
(1,125
2,368
11,405
13,655
3,455
23,973
27,428
(14,422
4,984
16,731
940
17,671
22,655
(1,179
(5,885
15,472
543
5,019
15,712
20,731
(754
11,894
21,407
11,900
14,135
31,066
45,201
(11,546
2,812
12,639
21,281
13,803
22,929
36,732
(15,951
14,414
14,748
6,686
15,212
20,636
35,848
(17,087
15,626
22,124
1,440
23,564
39,190
(7,855
5,197
19,746
1,115
20,861
26,058
(15,761
25,975
38,114
695
26,692
38,092
64,784
(19,935
5,153
20,652
9,929
29,849
35,734
(17,549
21,086
28,123
2,222
30,345
51,431
(9,754
10,991
2,188
13,179
19,479
(8,772
23,147
712
23,859
37,810
(6,682
668
6,220
1,045
7,265
7,933
(4,905
Pinecrest Place
4,193
13,275
13,736
17,541
(4,207
104,395
4,349
108,744
133,573
(23,555
4,200
4,094
4,202
14,201
18,403
(9,594
15,239
11,367
14,628
12,285
26,913
(3,093
18,201
14,889
6,936
19,386
20,640
40,026
(8,797
12,940
16,392
12,943
16,685
29,628
(798
15,240
5,196
5,372
20,612
(1,607
133,422
116,758
(88,214
85,205
76,761
161,966
(17,270
8,248
30,716
4,666
35,382
43,630
(21,132
3,687
17,965
10,078
5,758
25,972
31,730
(23,735
1,191
4,672
5,528
6,719
(4,636
4,164
13,032
620
13,652
17,816
(8,012
Preston Oaks
763
30,438
850
1,534
30,517
32,051
(6,518
7,069
8,622
(511
5,244
9,936
15,180
(8,475
11,682
26,215
793
11,681
27,009
38,690
(7,152
466
1,388
1,398
1,864
(82
20,939
6,317
6,516
27,455
(2,378
10,336
9,500
1,289
9,755
11,370
21,125
(5,348
3,917
3,616
3,834
7,751
(3,016
4,770
25,191
11,626
5,797
35,790
41,587
(28,493
(41,940
47,684
96,414
6,223
102,637
150,321
(4,141
1,774
5,753
5,763
7,537
(233
15,505
52,505
5,592
16,853
56,749
73,602
(12,344
1,500
4,917
541
5,458
6,958
(3,758
40,371
32,108
8,029
40,382
40,126
80,508
(9,021
2,234
6,903
1,915
8,818
11,052
(6,574
10,581
10,044
392
10,436
21,017
(4,042
9,300
8,075
9,391
9,592
17,174
26,766
(12,729
36,006
57,886
439
58,325
94,331
(13,443
8,226
1,782
10,008
(6,301
6,889
28,056
5,146
33,202
40,091
(13,337
10,846
12,525
14,128
(4,538
59,949
26,334
1,217
27,551
87,500
(6,911
390,106
172,652
97,079
416,525
243,312
659,837
(89,999
3,968
8,367
12,335
(2,844
13,383
25,265
4,340
29,605
42,988
(1,604
82,260
97,273
16,052
83,814
111,771
195,585
(30,452
2,731
6,360
748
2,454
7,385
(4,509
5,236
11,802
12,695
17,931
(1,985
11,193
3,232
7,078
7,347
14,425
(4,546
5,420
9,450
2,511
11,961
17,381
(8,233
11,347
350
11,697
20,020
(3,968
16,643
15,091
6,701
18,001
20,434
38,435
(6,783
5,091
5,985
(6,268
4,474
5,628
630
6,258
10,732
(1,889
20,538
42,992
825
43,817
64,355
(14,492
17,529
21,829
24,215
41,744
(7,747
2,860
1,316
897
2,213
5,073
(572
715
739
1,454
4,288
(454
9,957
11,296
5,220
12,917
13,556
26,473
(12,628
(12,000
9,082
6,124
613
9,087
6,732
15,819
(4,656
1,863
2,014
(63
1,501
2,313
3,814
(1,785
11,691
9,026
714
9,740
21,431
(3,919
1,487
7,717
1,144
1,448
8,900
10,348
(5,075
19,201
17,984
18,974
18,959
37,933
(14,523
84,586
39,342
3,138
85,117
41,949
127,066
(14,308
3,117
8,869
3,234
12,103
(961
17,020
27,055
21,272
19,648
45,699
65,347
(19,887
29,808
3,732
33,540
40,559
(1,600
12,001
3,832
3,332
15,486
18,818
(11,228
28,188
53,405
9,840
28,317
63,116
91,433
(16,311
(19,705
11,079
31,610
328
31,938
43,017
(1,433
6,563
7,939
681
8,620
15,183
(2,817
26,661
34,325
7,846
29,743
39,089
68,832
(11,640
12,750
2,567
15,317
16,617
(10,392
18,395
11,306
7,597
21,438
15,860
37,298
(10,862
SouthPoint Crossing
4,412
12,235
1,827
4,382
14,092
18,474
(9,307
7,131
47,704
755
48,459
55,590
(1,930
Starke
1,683
1,697
1,768
(1,029
31,082
13,520
13,519
44,601
(3,928
21,973
13,386
700
14,086
36,059
(3,923
9,121
7,603
7,767
16,888
(424
12,846
12,162
1,617
13,779
26,625
(11,881
4,280
8,189
1,259
9,448
13,728
(7,870
Suncoast Crossing
9,030
10,764
4,682
13,374
11,102
24,476
(10,251
2,820
5,055
5,154
7,974
(282
22,415
12,054
34,604
(3,283
Tanasbourne Market
3,269
10,861
(294
3,149
10,687
13,836
(7,362
(2,163
5,920
7,889
7,919
13,839
(404
8,560
15,464
3,191
18,655
27,215
(11,890
12,945
37,169
4,616
13,455
41,275
54,730
(21,910
72,910
6,086
52,410
79,219
52,187
131,406
154,932
126,328
61,508
161,378
181,390
342,768
(38,460
(32,908
20,974
49,185
49,265
70,239
(2,116
31,055
18,248
31,056
18,359
49,415
(10,811
108,653
216,771
4,848
221,619
330,272
(55,108
20,394
21,261
(2,949
18,312
38,706
(3,972
18,773
61,906
7,803
19,611
68,871
88,482
(25,340
(13,000
23,738
283
24,021
29,472
(1,176
10,927
36,052
1,638
37,690
48,617
(9,536
12,325
21,378
12,267
22,263
34,530
(2,971
1,718
6,204
6,256
(1,728
The Point at Garden City Park
9,764
5,857
2,559
16,362
(5,973
112,136
86,918
3,666
90,584
202,720
(17,715
843
372
(195
297
723
1,020
(357
9,735
12,986
13,021
22,756
(3,786
13,013
(62
30,130
(4,476
4,664
5,207
5,229
9,893
(2,384
883
9,048
9,931
(5,990
3,235
30,998
3,236
31,159
34,395
7,553
21,554
1,570
23,124
30,677
(6,825
13,829
23,922
13,828
24,105
(8,446
17,245
44,225
2,724
17,263
46,931
64,194
(23,660
5,200
25,827
9,788
6,585
34,230
40,815
(20,145
5,490
5,144
6,800
5,561
11,873
17,434
(6,702
University Commons
4,070
30,785
730
31,515
35,585
(11,486
17,659
1,873
19,532
37,453
(17,957
(16,249
13,363
19,803
19,921
33,284
(942
13,297
16,241
471
13,887
16,122
30,009
(2,034
2,178
2,747
454
3,201
5,379
(177
2,328
7,104
7,138
9,466
(346
13,140
20,559
13,156
20,620
33,776
(9,878
Village at Lee Airpark
11,099
12,975
4,172
11,803
16,443
28,246
(16,137
3,885
14,131
10,300
5,480
22,836
28,316
(14,204
5,950
298
6,248
(359
(3,475
49,037
22,618
1,594
24,212
73,249
(6,946
14,969
18,641
1,139
14,915
19,834
34,749
(2,325
1,724
5,824
5,862
7,586
(283
3,840
7,232
12,623
4,404
19,291
23,695
(9,302
(8,494
7,829
12,182
228
12,410
20,239
(618
5,498
13,500
188
13,688
19,186
(4,047
1,496
7,787
2,666
10,453
11,949
(9,155
2,041
12,131
3,696
15,268
17,868
(8,450
127,859
21,514
42,668
120,249
71,792
192,041
(4,100
12,934
18,594
15,386
16,513
31,899
(5,129
1,857
7,572
10,157
(7,503
in process
10,561
610
10,402
20,963
(3,490
5,840
5,759
3,556
9,315
15,155
(6,001
(88,000
116,129
51,460
6,977
117,817
174,566
(16,705
5,302
1,522
15,097
(5,277
3,366
11,751
11,369
4,894
21,592
26,486
(11,906
7,043
27,195
31,630
17,620
48,248
65,868
(38,902
4,831
3,139
7,970
(238
9,035
7,455
(29
16,461
(2,595
43,597
16,428
15,330
46,170
29,185
75,355
(9,161
19,933
25,301
1,192
19,378
27,048
46,426
(19,188
(16,700
13,322
15,314
3,242
13,681
18,197
31,878
(2,036
7,435
3,721
7,444
4,978
12,422
(2,009
Willow Festival
1,954
56,501
5,377
1,976
61,856
63,832
(25,219
6,664
7,908
(272
8,006
14,300
(4,481
51,964
78,029
77,887
129,879
(24,906
1,419
6,284
1,921
1,421
8,203
9,624
(6,079
7,195
395
7,590
13,090
(5,037
7,621
11,018
12,635
20,256
(12,803
3,500
9,288
3,489
10,368
13,857
(6,817
Miscellaneous Investments
2,127
1,427
3,554
(1,869
Land held for future development
11,323
(4,612
6,711
(627,361
5,502,545
6,877,520
1,318,354
5,565,585
8,132,834
(2,960,399
Depreciation and amortization of the Company's investments 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 $11.2 billion at December 31, 2024.
The changes in total real estate assets for the years ended December 31, 2024, 2023, and 2022 are as follows:
Beginning balance
11,858,064
11,495,581
Acquired properties and land
71,334
1,445,428
224,653
Developments and improvements
328,133
206,085
171,629
Disposal of building and tenant improvements
(51,671
(14,149
(29,523
Sale of properties
(72,152
(19,366
(4,276
Contributed to unconsolidated joint ventures
(17,518
Properties held for sale
(21,671
Provision for impairment
(14,098
Ending balance
The changes in accumulated depreciation for the years ended December 31, 2024, 2023, and 2022 are as follows:
2,415,860
2,174,963
Depreciation expense
329,650
293,705
270,520
(7,842
(569
(100
Accumulated depreciation related to properties held for sale
(3,461
(1,124
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, 2024, 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 under the Exchange Act 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, 2024.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Parent Company 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, 2024 which have materially affected, or are reasonably likely to materially affect, the Parent Company’s 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, 2024, 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 under the Exchange Act 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, 2024.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Operating Partnership 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, 2024 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
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 2025 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.
Policy Statement on Insider Trading
We have adopted a Policy Statement on Insider Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Policy Statement on Insider Trading is included as Exhibit 19 to this report.
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 2025 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, 2024)
(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
3,779,916
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 2025 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. 2024 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.
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
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
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).
(d)
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)
(e)
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) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Parent Company defining the rights of holders of shares of the common stock and preferred stock of the Parent Company. See Exhibits 3(c), 3(d) and 3 (e) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of holders of common and preferred units of the Operating Partnership.
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).
(i)
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
(ii)
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).
(iii)
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).
(iv)
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).
(v)
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).
(vi)
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 (incorporated by reference to Exhibit 4(d) to the Company’s Form 10-K filed on February 16, 2024).
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 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).
~(j)
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 dated January 1, 2022 and 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, before any further amendment included in the list below.
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
Amendment to Severance and Change of Control Agreement, dated as of November 6, 2024, among Regency Centers Corporation, Regency Centers, L.P. and Lisa Palmer (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 8, 2024)
~(k)
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).
(l)
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).
First Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 8, 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 Form 8-K filed on July 10, 2024).
(m)
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 (incorporated by reference to Exhibit 19 to the Company's Form 10-K filed on February 16, 2024).
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 (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 16, 2024).
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)
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/ Gary Anderson
Gary Anderson, Director
/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