2015 Annual Report
To Our Fellow Shareholders:
Regency Centers’ performance in 2015 was characterized by tremendous progress on our journey to
construct a great company. The metrics that define our recent track record compared favorably to our
peers, our historic performance, and our strategic goals. Thanks to the dedicated efforts of one of the
top team of professionals in the industry, Regency’s 2015 results included:
■■ Leased our high-quality portfolio
■■ Enhanced an already rock-solid balance
to nearly 96%.
■■ Grew same property Net Operating
Income (NOI) by 4% or more for the
fourth consecutive year.
■■ Started new developments and
redevelopments that, together with a
shadow pipeline, give us clear visibility
to annually deliver an average of
$200+ million of high quality centers at
compelling spreads to acquisitions.
sheet. We reduced our net debt-to-
EBITDA to 5.2 times and further
simplified our debt profile by smoothing
future maturities and reducing our cost
of debt.
■■ Grew Core Funds from Operations
(CFFO) to $289 million, representing an
increase of more than 7% per share for
the second consecutive year.
■■ Generated total shareholder returns well
in excess of the shopping center peer
average, REIT index, and S&P 500 on a
one-, three-, and five-year basis.
I am immensely proud of these accomplishments and the exceptionally talented people that made
them happen.
Cumulative Total Return - REG vs. Indices
93.9%
80.8%
75.3%
REG
S&P
MSCI REIT index (“RMS”)
59.7%
52.6%
37.0%
5- Year Return
(2011–2015)
3- Year Return
(2013–2015)
10.0%
2.5%
1.4%
2015
Favorable Operating Environment
2015 was another year in which tailwinds in the economy and the retail and shopping center industries
further lifted the fundamentals for retail real estate — particularly “A” quality grocery-anchored
neighborhood and community centers in those markets and demographics that constitute our sweet
spot. During the year, we benefited from what can only be described as a Goldilocks Economy.
Conditions supported growth, but growth that wasn’t irrational. As a result, industry-specific factors
remained close to ideal for owners of better shopping centers:
■■ The top national, regional, and local
retailers continued to expand, but at a
rational pace. Our tenants have never
been healthier, due to the economy and
our proactive merchandising upgrades.
■■ Retail supply remained tight.
Construction of new centers stood
at historically low levels. This was
particularly true in the affluent suburban
and near-urban markets, where the vast
majority of our centers are located.
■■ The market-dominant and specialty
grocers who anchor 85% of Regency’s
portfolio continued to be extremely
productive. With impressive average sales
of more than $30 million and $600 per
square foot, they drew substantial daily
traffic to our centers and helped us attract
and retain better side-shop tenants.
■■ A new wave of exciting new retail and
restaurant concepts have been started
and grown in the steadily improving
economy. Through the merchandising
component of our Fresh Look® initiative,
integrating these magnet side-shop
tenants into our centers has become
a top priority. They include specialty
retailers and restaurants that opened
locations in Regency’s centers during
the year, such as Rose & Remington, a
women’s fashion, home décor and gift
boutique; SoulCycle, probably the hottest
fitness concept operating today; Urban
Plates, which is a fast-casual restaurant
focusing on made-from-scratch items;
and the legendary Wagshal’s, a
Washington, D.C. delicatessen and
gourmet market.
These favorable conditions, along with the inherent quality of the portfolio, aided our operations team
in achieving historically low move-outs and high occupancy, exciting merchandising upgrades, solid
rent growth, and the impressive NOI growth that has been sustained for four years.
Challenging Investment Conditions
While conditions have provided an excellent backdrop for leasing centers, making astute investments
today is not without its challenges. To begin, we are potentially in the late stages of our economic
recovery. This means that we will underwrite investment opportunities even more conservatively.
We also recognize that the avenues for growth will continue to be very competitive. There is a “wall of
capital” looking to buy institutional-quality real estate. Prices for retail centers have even exceeded the
pre-recession highs, with cap rates at all-time lows.
Development opportunities have become scarcer, due to the notable reduction in the number of
new stores for major anchor retailers. While the more successful grocers and secondary anchors are
continuing to expand, they are much more discerning than prior to the recession. Also, there are few
development opportunities that meet our stringent criteria.
University Commons | Boca Raton, Florida
Disciplined Strategy
Using the baseball analogy, it is hard to know if we are in the seventh inning of an economic expansion
that is about to be rained out by the next recession or that could even head into extra innings. In any
event, we are intently focused on making sure that Regency Centers is well positioned for whatever
conditions the economy and shopping center industry present. For us this starts with the inherent
quality of our portfolio and our team’s ability to sustain a superior level of NOI growth.
At the same time, although new investments will be made with a dose of caution, there are a select
number of acquisitions that are consistent with our investment strategy. Their attributes include
weathering the next recession and thriving when the economy grows. A prime example is University
Commons, which we proudly acquired during 2015. The exceptional center is located in the affluent
Boca Raton community in Southeast Florida and is adjacent to Florida Atlantic University. Whole Foods
Market and the other tenants’ sales are among the highest in the respective chains, and the rents are
well below market. This center has all of the ingredients for superior NOI growth and was right out of
our recipe for an acquisition.
In addition, we are fortunate that our best-in-class development program enables us to create great
shopping centers at compelling spreads to today’s incredibly low acquisition returns. Our team
leverages long-standing relationships with anchor retailers, property owners, brokers and local
developers to identify outstanding opportunities that are often not available to others that don’t enjoy
Regency’s credibility, market presence and financial capabilities. Pre-leasing to leading traditional and
specialty grocers and secondary anchors, strong indications of interest from top side-shop retailers and
restaurants, and locations in trade areas with substantial purchasing power position our developments
to produce profitable returns and to even be resistant to a downturn. During the past four years, the
$500 million of ground-up developments we completed at healthy profit margins are estimated to
contribute more than $200 million to Net Asset Value (“NAV”).
Belmont Chase | Washington D.C.
The recently completed Persimmon Place and Belmont Chase are prime examples of the exceptional
centers that Regency can create with our development program. Persimmon Place is located in the
San Francisco Bay Area, while Belmont Chase is in a master-planned community in suburban
Washington D.C. Both developments benefit from substantial purchasing power – a combination of
average household income plus population of over 200,000 within three miles. The centers were 95%
leased at completion of construction, resulting from the powerful demographics that include significant
daytime population and best-in-class destination grocers, retailers, and restaurants including
Whole Foods Market, Nordstrom Rack, HomeGoods, Sur la Table, and The Habit Burger Grill.
We were also able to apply our development expertise to redevelopments that add value to existing
centers, including Westlake Plaza in suburban Los Angeles. Not only have placemaking features,
a renovated Gelson’s specialty grocer, fresh concept restaurants including Le Pain Quotidien and
Mendocino Farms been added, but NOI has been increased by 50%.
We endeavor to not only be disciplined in allocating capital, but also in how we finance investments.
Regency’s “match funding” strategy allows us to concurrently preserve our pristine balance sheet,
but also further enhance the value of the portfolio. To be clear, Regency’s financial condition and
portfolio are already widely recognized among the best in the industry. This disciplined investment
and financing mechanism has allowed us to sell existing lower-growth or non-core properties at
today’s attractive prices, or issue equity on a basis that is favorable in relation to our view of NAV. This
allows us to cost-effectively fund the purchase of higher-growth properties or new developments and
redevelopments at compelling returns.
Commitment to Excellence
In addition to sticking to our knitting, continuously improving each component of our strategy is also
vital to our cycle-proven philosophy. At Regency, we think a lot about the idea of “better,” and what
that means. At the heart of our business strategy is a shared focus on precisely how we always get
better in every way. In the face of ever-changing trends and challenges, it is our never-ending pursuit
of excellence that enables us to improve the critical aspects of our operations. The conviction that
better is best is hard-wired into our culture. That may sound cliché, but to us this core belief has a
special meaning.
The Hub | San Diego, California
As I look back over the years since the Great Recession, I come away from that assessment extremely
gratified by the enhancements that we have made to every phase of our business. Our portfolio, our
asset management, our capital allocation, our development program, our balance sheet, our operating
and support systems, and our team have never ever been better.
Furthering our greengenuity® and Fresh Look initiatives and building our mixed-use capabilities
are clear evidence of our commitment to being the industry leader and proactively addressing the
key secular trends that impact the shopping center industry. We advanced our industry-leading
sustainability efforts with the completion of two LEED-certified developments, and added solar panels
to five shopping centers in the Northern California portfolio. The exciting merchandising upgrades that
I shared with you earlier demonstrate that the Fresh Look program has been fully integrated into our
leasing efforts. By upgrading the merchandising and placemaking of our centers, we are distinguishing
their relevance to our retailers, restaurants and their patrons, which will assist us in sustaining
superior NOI growth
One of our most significant recent advances has been to position Regency to take advantage of the
growth in mixed-use shopping centers that combine retail with residential and office uses. We see this
as a secular trend--one that fits very well within our strategy--appealing to the infill orientation that
already characterizes our portfolio. In order to better develop the retail portions of mixed-use projects
and harvest the opportunities that are in our portfolio we have hired a mixed-use officer and are
partnering with selected apartment and office developers.
CityLine Market in Dallas, Texas, is an excellent example of such an opportunity. Anchored by Whole
Foods Market, our center will be the only grocery-anchored retail component of a 186-acre master-
planned mixed-use development. This project includes a new State Farm/Raytheon office campus—six
million square feet of office space—along with 4,000 multi-family units. CityLine opened at over 95%
leased and we have kicked off phase II.
Westlake Plaza | Los Angeles, California
Special Team and Culture
This past November, Regency Centers announced important executive management changes:
The retirement of Brian Smith, our Chief Operating Officer and President; the appointment of
Lisa Palmer as our new President; Jim Thompson as Executive Vice President of Operations; and
Dan M. “Mac” Chandler III as Executive Vice President of Development.
These announcements were both bittersweet and optimistic. We are extremely grateful to Brian
for his enormous contributions to our success and progress during his 20-year career as a Regency
executive. At the same time, we are so fortunate to promote executives with the exceptional expertise,
knowledge and experience of Lisa, Jim, and Mac. We were also able to promote three of our talented
market officers to regional managing director: Craig Ramey, Alan Roth, and Nick Wibbenmeyer.
They will lead our four regions along with our seasoned executive, John Delatour. These promotions
are indicative of Regency’s deep and engaged team of professionals.
It is primarily because of the strength of our people that we look forward to 2016 and beyond with
confidence. We believe we are very well positioned to continue our positive momentum, especially
in growing shareholder value, as one of the top shopping center companies. Our future prosperity is
made possible by our cycle-tested business model and strategy that combine an outstanding portfolio,
an industry-leading development program, a rock-solid balance sheet, and a dedicated team that is
guided by Regency’s special culture that is committed to excellence. I want to thank our people, our
shareholders for their confidence in us, our board of directors, our partners, our tenants, and the
communities in which we operate.
Sincerely,
Martin E. Stein, Jr.
Chairman and Chief Executive Officer
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, 2015
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)
DELAWARE (REGENCY CENTERS, L.P.)
(State or other jurisdiction of incorporation or organization)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (zip code)
59-3191743
59-3429602
(I.R.S. Employer Identification No.)
(904) 598-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Common Stock, $.01 par value
6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value
6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Regency Centers, L.P.
Title of each class
None
Name of each exchange on which registered
N/A
________________________________
Securities registered pursuant to Section 12(g) of the Act:
Regency Centers Corporation: None
Regency Centers, L.P.: Class B Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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.
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files).
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Regency Centers Corporation
Regency Centers, L.P.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
Non-accelerated filer
Regency Centers, L.P.:
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation YES
NO
Regency Centers, L.P. YES
NO
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrants' most recently completed second fiscal quarter.
Regency Centers Corporation $5,455,675,538 Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 97,606,523 as of February 10, 2016.
Portions of Regency Centers Corporation's proxy statement in connection with its 2016 Annual Meeting of Stockholders are
incorporated by reference in Part III.
Documents Incorporated by Reference
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2015 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 term
“the Company”, "Regency Centers" or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The
Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2015,
the Parent Company owned approximately 99.8% of the Units in the Operating Partnership and the remaining limited Units are
owned by investors. The Parent Company owns all of the Series 6 and 7 Preferred Units 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 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:
• Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view
the business as a whole in the same manner as management views and operates the business;
• Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
• Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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 employees of the Operating Partnership.
The Company believes it is important to understand the few 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 partnership interests 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. The Parent
Company does not hold any indebtedness, but guarantees all of the unsecured public debt and approximately 21% of the
secured debt of the Operating Partnership. The Operating Partnership holds all the assets of the Company and retains the
ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent
Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership
generates all remaining 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 partnership units.
Stockholders' 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 general and limited common Partnership Units, as well as Series 6 and 7 Preferred Units owned by the Parent
Company. The limited partners' 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 stockholders' equity in noncontrolling interests in the Parent
Company's financial statements. The Series 6 and 7 Preferred Units owned by the Parent Company are eliminated in
consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred
units of general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report
that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and
procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent
Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for
financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating
Partnership. Therefore, while stockholders' 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
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
PART IV
SIGNATURES
16.
Signatures
1
5
14
15
34
34
34
35
38
60
61
124
124
125
125
125
126
126
126
127
132
(This page left intentionally blank)
Forward-Looking Statements
In addition to historical information, information in this Form 10-K contains forward-looking statements as defined
under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues,
the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and
expectations about our liquidity. These statements are based on current expectations, estimates and projections about the real
estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking
statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements. Known risks and uncertainties are
described further in the Item 1A. Risk Factors below. The following discussion should be read in conjunction with the
accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P.
appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking
statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.
Item 1. Business
PART I
Regency Centers began its operations as a publicly-traded REIT in 1993, and currently owns direct or partial interests
in 318 shopping centers, the majority of which are grocery-anchored community and neighborhood centers. Our centers are
located in the top markets of 27 states and the District of Columbia, and contain 38.0 million square feet of gross leasable area
("GLA"). Our pro-rata share of this GLA is 28.4 million square feet. All of our operating, investing, and financing activities
are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its co-investment partnerships.
Our mission is to be the best-in-class grocery-anchored shopping center owner and developer through:
First-rate performance of our exceptionally merchandised and located national portfolio;
•
• Value-enhancing services of the best team of professionals in the business; and
• Creation of superior growth in shareholder value.
Our strategy is to:
•
Sustain average annual 3% net operating income (“NOI”) growth from a high-quality, growing portfolio of thriving
community and neighborhood shopping centers;
• Develop new, and redevelop existing, high quality shopping centers at attractive returns on investment from a
disciplined development program;
• Cost-effectively enhance our already strong balance sheet to reduce our cost of capital, provide financial flexibility and
weather economic downturns; and
• Engage a talented and dedicated team that operates efficiently and is recognized as a leader in the real estate industry
with respect to development and operating capabilities, customer relationships, operating and technology systems, and
environmental sustainability.
We expect to execute our strategy as follows:
Sustain average annual 3% NOI growth from a high-quality, growing portfolio of thriving community and neighborhood
shopping centers:
• Own and develop centers that are located at key corners in our nation’s most attractive metro areas;
• Target trade areas characterized by their strong demographics and consumer buying power, and draw shoppers to
our centers with highly productive anchor tenants;
• Attract the best national, regional and local retailers and restaurants;
•
Pursue initiatives that reinforce the underlying quality of our portfolio and maximize long-term growth such as
“Fresh Look®,” an operating philosophy that guides our merchandising and place-making programs;
Fortify future NOI growth by rigorously reviewing our portfolio to identify low growth assets for disposition; and
•
• Opportunistically upgrade our portfolio by acquiring high quality shopping centers with meaningful upside in NOI
growth funded from the sale of low growth assets.
Develop new, and redevelop existing, high quality shopping centers at attractive returns on investment from a disciplined
development program:
• Maintain and grow our existing presence in our key markets with in-house expertise and anchor relationships;
• Develop shopping centers located in desirable infill markets for long-term ownership;
• Anchor developments with dominant, national and regional chains and high volume specialty grocers;
• Limit size of program to manage total development exposure and risk;
• Create additional value through redevelopment of existing centers to benefit the operating portfolio; and
1
•
Fund development program primarily from the sale of low-growth assets in the existing portfolio.
Cost-effectively enhance an already strong balance sheet to reduce our cost of capital, provide financial flexibility and
weather economic downturns:
•
•
Prudently access our multiple sources of debt and equity through the capital markets and co-investment
partnerships;
Fund development and acquisitions from free cash flow, a disciplined match-funding strategy of selling low
growth assets, and accessing favorably priced equity;
Further reduce leverage when appropriate through organic growth in earnings and accessing the capital markets;
•
• Rigorously manage our $800 million line of credit and maintain substantial uncommitted capacity;
• Maintain a large pool of unencumbered assets and excellent relationships with mortgage lenders; and
• Maintain a well laddered debt maturity profile.
Engage a talented and dedicated team that operates efficiently and is recognized as a leader in the real estate industry with
respect to development and operating capabilities, customer relationships, operating and technology systems, and
environmental sustainability:
• Reflect our values by executing and successfully meeting our commitments to our people and our communities, a
•
tradition we have embraced for over 50 years;
Foster a values-based culture, offering a comprehensive benefits package and an engaging workplace
environment;
• Uphold unwavering standards of honesty and integrity and build our reputation by maintaining the highest ethical
principles;
• Offer a challenging, safe and dynamic work environment and support the professional development and personal
life of each employee;
• Encourage employees to achieve their personal health goals through a robust wellness program focused on
education, awareness and prevention; and
• Contribute to the betterment of our communities by supporting philanthropic programs with employee
contribution matching and paid volunteer time.
Environmental Sustainability
We recognize the importance of operating in a sustainable manner and are committed to reducing our environmental
impact, including energy and water use, greenhouse gas emissions, and waste. We are committed to transparency with regard to
our sustainability performance, risks and opportunities, and will continue to increase disclosure using industry accepted
reporting frameworks. We believe our commitment to environmental sustainability supports the Company in achieving key
strategic objectives, leads to better risk management, enhances our relationships with key stakeholders, and is in the best
interest of our shareholders.
Competition
We are among the largest owners of shopping centers in the nation based on revenues, number of properties, gross
leasable area ("GLA"), and market capitalization. There are numerous companies and individuals engaged in the ownership,
development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery
store chains that also anchor some of our shopping centers. This results in competition for attracting anchor tenants, as well as
the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven
by:
•
•
•
•
•
•
our locations within our market areas;
the design and high quality of our shopping centers;
the strong demographics surrounding our shopping centers;
our relationships with our anchor tenants and our side-shop and out-parcel retailers;
our practice of maintaining and renovating our shopping centers; and
our ability to source and develop new shopping centers.
Employees
Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently
maintain 18 market offices nationwide, where we conduct management, leasing, construction, and investment activities. We
have 371 employees and we believe that our relations with our employees are good.
2
Compliance with Governmental Regulations
Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or
remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required
remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the
owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability
to sell or lease the property or borrow using the property as collateral. Although we have a number of properties that could
require or are currently undergoing varying levels of environmental remediation, known environmental remediation is not
currently expected to have a material financial impact on us due to insurance programs designed to mitigate the cost of
remediation, various state-regulated programs that shift the responsibility and cost to the state, and existing accrued liabilities
for remediation.
Executive Officers
Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been
employed by us in the position indicated in the list or notes below for more than five years.
Name
Martin E. Stein, Jr.
Lisa Palmer
Dan M. Chandler, III
James D. Thompson
Age
63
48
49
60
Title
Executive Officer in
Position Shown Since
Chairman and Chief Executive Officer
President and Chief Financial Officer
Executive Vice President of Development
Executive Vice President of Operations
1993
2016 (1)
2016 (2)
2016 (3)
(1) Ms. Palmer assumed the responsibilities of President, effective January 1, 2016 in addition to her responsibilities as Chief
Financial Officer, which she has held since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital
Markets since 2003 and has been with the Company since 1996.
(2) Mr. Chandler assumed the role of Executive Vice President of Development on January 1, 2016 and previously served as our
Managing Director - West since 2009 and has been with the Company since 2009.
(3) Mr. Thompson assumed the role of Executive Vice President of Operations on January 1, 2016 and previously served as our
Managing Director - East since our initial public offering in 1993. Prior to that time, Mr. Thompson served as Executive Vice
President of our predecessor real estate division beginning in 1981.
Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange
Commission (“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.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), Philadelphia, PA.
We offer a dividend reinvestment plan (“DRIP”) that enables our stockholders to reinvest dividends automatically, as well as to
make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at
(855) 449-0975 or our Shareholder Relations Department at (904) 598-7000.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley &
Lardner LLP, Jacksonville, Florida.
Annual Meeting
Our annual meeting will be held at The Ponte Vedra Inn & Club, 200 Ponte Vedra Blvd, Ponte Vedra Beach, Florida, at
8:30 a.m. on Friday, April 29, 2016.
3
Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand and
evaluate our operational results:
Net Operating Income ("NOI") is calculated as total property revenues (minimum rent, percentage rents, and
recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real
estate taxes) from the properties owned by us, and excludes corporate-level income (including management,
transaction, and other fees), for the entirety of the periods presented.
•
Same Property information is provided for operating properties that were owned and operated for the entirety of both
calendar year periods being compared and excludes Non-Same Properties and Properties in Development.
• A Non-Same Property is a property acquired, sold, or development property completed during either calendar year
period being compared.
• Property In Development is a property owned and intended to be developed, including partially operating properties
acquired specifically for redevelopment and excluding land held for future development.
• Development Completion is a project in development that is deemed complete upon the earliest of: (i) 90% of total
estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) percent leased
equals or exceeds 90% and the project features at least one year of anchor operations, or (iii) the project features at
least two years of anchor operations, or (iv) three years have passed since the start of construction. Once deemed
complete, the property is termed an Operating Property.
•
Same Property NOI includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above
and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by
management in evaluating the performance of our properties. The Company also provides disclosure of Same
Property NOI excluding termination fees, which excludes both termination fee income and expenses.
• Pro-Rata information includes 100% of our consolidated properties plus our ownership interest in our unconsolidated
real estate investment partnerships.
• NAREIT Funds from Operations ("NAREIT FFO") is a commonly used measure of REIT performance, which the
National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance
with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate
impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. We compute NAREIT FFO for all periods presented in accordance with NAREIT's definition. Many
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 and losses from depreciable
property dispositions, and impairments, it provides a performance measure that, when compared year over year,
reflects the impact on operations from trends in occupancy rates, 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 an alternative for cash flow as a measure of liquidity.
• Core FFO is an additional performance measure used by Regency as the computation of NAREIT FFO includes
certain non-cash and non-comparable items that affect the Company's period-over-period performance. Core FFO
excludes from NAREIT FFO, but is not limited to: (a) transaction related gains, income or expense; (b) impairments
on land; (c) gains or losses from the early extinguishment of debt; and (d) other non-core amounts as they occur. The
Company provides a reconciliation of NAREIT FFO to Core FFO.
4
Item 1A. Risk Factors
Risk Factors Related to Our Industry and Real Estate Investments
A shift in retail shopping from brick and mortar stores to internet sales may have an adverse impact on our revenues
and cash flow.
Many retailers operating brick and mortar stores have made Internet sales a vital piece of their business. Although
many of the retailers in our shopping centers either provide services or sell groceries, such that their customer base does not
have a tendency toward online shopping, the shift to internet sales may adversely impact our retail tenants' sales causing those
retailers to adjust the size or number of retail locations in the future. This shift could adversely impact our occupancy and
rental rates, which would impact our revenues and cash flows.
Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.
Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is generally linked
to economic conditions in the market for retail space. The market for retail space could be adversely affected by any of the
following:
• Weakness in the national, regional and local economies, which could adversely impact consumer
spending and retail sales and in turn tenant demand for space and lead to increased store closings;
• Adverse financial conditions for grocery and retail anchors;
• Continued consolidation in the retail sector;
• Excess amount of retail space in our markets;
• Reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer
demand for certain retail categories;
• The growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and
Costco, and their adverse effect on traditional grocery chains;
• The impact of changing energy costs on consumers and its consequential effect on retail spending; and
• Consequences of any armed conflict involving, or terrorist attack against, the United States.
To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in
the operating portfolios, our ability to sell, acquire or develop properties, and our cash available for distributions to stock and
unit holders.
Our revenues and cash flow could be adversely affected if economic or market conditions deteriorate where our
properties are geographically concentrated, which may impede our ability to generate sufficient income to pay expenses
and maintain our properties.
The economic conditions in markets in which our properties are concentrated greatly influence our financial
performance. During the year ended December 31, 2015, our properties in California, Florida, and Texas accounted for 30.4%,
12.1%, and 10.3%, respectively, of our net operating income from Consolidated Properties plus our pro-rata share from
Unconsolidated Properties ("pro-rata basis"). Our revenues and cash available to pay expenses, maintain our properties, and for
distributions to stock and unit holders could be adversely affected by this geographic concentration if market conditions, such
as supply of or demand for retail space, deteriorate in California, Florida, or Texas relative to other geographic areas.
Our success depends on the success and continued presence of our “anchor” tenants.
Anchor tenants (those occupying 10,000 square feet or more) occupy large amounts of square footage, pay a
significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers
of customers to a property. We derive significant revenues from anchor tenants such as Kroger, Publix, and Albertsons/
Safeway, who accounted for 4.7%, 3.7%, and 2.9%, respectively, of our total annualized base rent on a pro-rata basis, for the
year ended December 31, 2015. Our net income could be adversely affected by the loss of revenues in the event a significant
tenant:
• Becomes bankrupt or insolvent;
• Experiences a downturn in its business;
• Materially defaults on its leases;
• Does not renew its leases as they expire; or
• Renews at lower rental rates.
5
Some anchors have the right to vacate and prevent re-tenanting by paying rent for the balance of the lease term.
Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center
because of the loss of the departed anchor tenant's customer drawing power. If a significant tenant vacates a property, co-
tenancy clauses in select centers may allow other tenants to modify or terminate their rent or 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.
A significant percentage of our revenues are derived from smaller shop tenants and our net income could be adversely
impacted if our smaller shop tenants are not successful.
A significant percentage of our revenues are derived from smaller shop tenants (those occupying less than 10,000
square feet). Smaller shop tenants may be more vulnerable to negative economic conditions as they have more limited
resources than larger tenants. Such tenants continue to face increasing competition from non-store retailers and growing e-
commerce. In addition, some of these retailers may seek to reduce their store sizes as they increasingly rely on alternative
distribution channels, including internet sales, and adjust their square footage needs accordingly. The types of smaller shop
tenants vary from retail shops to service providers. If we are unable to attract the right type or mix of smaller shop tenants into
our centers, our net income could be adversely impacted.
We may be unable to collect balances due from tenants in bankruptcy.
Although minimum rent is supported by long-term lease contracts, tenants who file bankruptcy have the legal right to
reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our
shopping centers files bankruptcy and rejects its leases, we could experience a significant reduction in our revenues and may
not be able to collect all pre-petition amounts owed by that party.
Our real estate assets may be subject to impairment charges.
Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that
the carrying value of the assets may not be recoverable. We evaluate whether there are any indicators, including property
operating performance and general market conditions, that the value of the real estate properties (including any related
amortizable intangible assets or liabilities) may not be recoverable. Through the evaluation, 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, 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 could differ materially from actual results. Changes
in our disposition strategy or changes in the marketplace may alter the holding 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. To
the extent that 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 fair value.
The fair value of real estate assets is subjective and is determined 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 traditional
discounted cash flow approach. Such cash flow projections consider factors, including expected future operating income,
trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to management
judgment. Changes in those factors could impact the determination of fair value. 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. There can be no assurance that we will not take additional charges in the
future related to the impairment of our assets. Any future impairment could have a material adverse effect on our net income in
the period in which the charge is taken.
Adverse global market and economic conditions could cause us to recognize impairment charges or otherwise harm our
performance.
We are unable to predict the timing, severity, and length of adverse market and economic conditions. Adverse market
and economic conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain
properties, pay distributions to our stock and unit holders, and refinance debt. During adverse periods, there may be significant
uncertainty in the valuation of our properties and investments that could result in a substantial decrease in their value. No
6
assurance can be given that we would be able to recover the current carrying amount of all of our properties and investments in
the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that
conclusion, which could materially and adversely affect us and the market price of our common stock.
Unsuccessful development activities or a slowdown in development activities could have a direct impact on our revenues,
revenue growth, and/or net income.
We actively pursue development opportunities. Development activities require various government and other
approvals for entitlements and any delay in such approvals may significantly delay the development process. We may not
recover our investment in development projects for which approvals are not received. We incur other risks associated with
development activities, including:
• The risk that we may be unable to lease developments to full occupancy on a timely basis;
• The risk that occupancy rates and rents of a completed project will not be sufficient to make the
project profitable;
• The risk that development costs of a project may exceed original estimates, possibly making the
project unprofitable;
• The risk that delays in the development and construction process could increase costs;
• The risk that we may abandon development opportunities and lose our investment in such opportunities;
• The risk that the size of our development pipeline will strain our capacity to complete the
developments within the targeted timelines and at the expected returns on invested capital;
• Changes in the level of future development and redevelopment activity could have an adverse impact
on operating results by reducing the amount of capitalizable internal costs for development projects;
and
• The lack of cash flow during the construction period.
If we expand into new markets, we may not be successful, which could adversely affect our financial condition, results of
operations and cash flows.
If opportunities arise, we may acquire properties in new markets. Each of the risks applicable to our ability to acquire
and integrate successfully and operate properties in our current markets is also applicable in new markets. In addition, we may
not possess the same level of familiarity with the dynamics and market conditions of the new markets we may enter, which
could adversely affect the results of our expansion into those markets, and we may be unable to achieve our desired return on
our investments in new markets. If we are unsuccessful in expanding into new markets, it could adversely affect our financial
condition, results of operations and cash flows.
Our acquisition activities may not produce the returns that we expect.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant
grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above
average household incomes and population densities. The acquisition of properties and/or companies entails risks that include,
but are not limited to, the following, any of which could adversely affect our results of operations and our ability to meet our
obligations:
•
Properties we acquire may fail to achieve the occupancy or rental rates we project, within
the time frames we estimate, which may result in the properties' failure to achieve the
returns we projected;
• Our pre-acquisition evaluation of the physical condition of each new investment may not detect
certain defects or identify necessary repairs until after the property is acquired, which could
significantly increase our total acquisition costs or decrease cash flow from the property;
• Our investigation of a company, property or building prior to our acquisition, and any
representations we may receive from such seller, may fail to reveal various liabilities, which could
reduce the cash flow from the acquisition or increase our acquisition costs;
• Our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or
the time we estimate to complete the improvement, repositioning or redevelopment may be too
short, either of which could result in the property failing to achieve the returns we have projected,
either temporarily or for a longer time;
• We may not recover our costs from an unsuccessful acquisition;
• Our acquisition activities may distract our management and generate significant costs; and
• We may not be able to integrate an acquisition into our existing operations successfully.
7
We may experience difficulty or delay in renewing leases or re-leasing space.
We derive most of our revenue from rent received from our tenants. We are subject to the risks that, upon expiration or
termination of leases, leases for space in our properties may not be renewed, space may not be re-leased, or the terms of
renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less favorable than current
lease terms. As a result, our results of operations and our net income could be adversely impacted.
We may be unable to sell properties when appropriate because real estate investments are illiquid.
Real estate investments generally cannot be sold quickly. Our inability to respond promptly to unfavorable changes in
the performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions
to our stock and unit holders.
A number of properties in our portfolio are subject to ground leases; if we are found to be in breach of a ground lease or
are unable to renew a ground lease, we could be materially and adversely affected.
We have properties in our portfolio that are either completely or partially on land subject to ground leases with third
parties. Accordingly, we only own long-term leasehold or similar interest in those properties. If we are found to be in breach of
a ground lease, we could lose our interest in the improvements and the right to operate the property that is subject to the ground
lease. In addition, unless we can purchase a fee interest in the underlying land or extend the terms of these leases before or at
their expiration, as to which no assurance can be given, we will lose our interest in the improvements and the right to operate
such properties. The existing lease terms, including renewal options, were taken into consideration when making our
investment decisions. The purchase price and subsequent improvements are being depreciated over the shorter of the remaining
life of the ground leases or the useful life of the underlying assets. If we were to lose the right to operate a property due to a
breach or not exercising renewal options of the ground lease, we would be unable to derive income from such property, which
would impair the value of our investments, and materially and adversely affect our financial condition, results of operations and
cash flows.
Geographic concentration of our properties makes our business vulnerable to natural disasters and severe weather
conditions, which could have an adverse effect on our cash flow and operating results.
A significant portion of our property gross leasable area is located in areas that are susceptible to earthquakes, tropical
storms, hurricanes, tornadoes, wildfires, and other natural disasters. As of December 31, 2015, approximately 23.2%, 15.7%,
and 10.5% of our property gross leasable area, on a pro-rata basis, was located in California, Florida, and Texas, respectively.
Intense weather conditions during the last decade have caused our cost of property insurance to increase significantly. We
recognize that the frequency and / or intensity of extreme weather events may continue to increase due to climate change, and
as a result, our exposure to these events could increase. These weather conditions also disrupt our business and the business of
our tenants, which could affect the ability of some tenants to pay rent and may reduce the willingness of residents to remain in
or move to the affected area. Therefore, as a result of the geographic concentration of our properties, we face risks, including
higher costs, such as uninsured property losses and higher insurance premiums, and disruptions to our business and the
businesses of our tenants.
An uninsured loss or a loss that exceeds the insurance coverage on our properties could subject us to loss of capital or
revenue on those properties.
We carry comprehensive liability, fire, flood, extended coverage, rental loss, and environmental insurance for our
properties with policy specifications and insured limits customarily carried for similar properties. We believe that the insurance
carried on our properties is adequate and consistent with industry standards. There are, however, some types of losses, such as
losses from hurricanes, terrorism, wars or earthquakes, for which the insurance levels carried may not be sufficient to fully
cover catastrophic losses impacting multiple properties. In addition, tenants generally are required to indemnify and hold us
harmless from liabilities resulting from injury to persons or damage to personal or real property, on or off the premises, due to
activities conducted by tenants or their agents on the properties (including without limitation any environmental
contamination), and at the tenant's expense, to obtain and keep in full force during the term of the lease, liability and property
damage insurance policies. However, our tenants may not properly maintain their insurance policies or have the ability to pay
the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined
aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an
insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, such properties, which could
have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to
stock and unit holders.
8
Loss of our key personnel could adversely affect our business and operations.
We depend on the efforts of our key executive personnel. Although we have developed a succession plan and believe
qualified replacements could be found for our key executives, the loss of their services could adversely affect our business and
operations.
We face competition from numerous sources, including other REITs and other real estate owners.
The ownership of shopping centers is highly fragmented. We face competition from other REITs and well capitalized
institutional investors, as well as from numerous small owners in the acquisition, ownership, and leasing of shopping centers.
We also compete to develop shopping centers with other REITs engaged in development activities as well as with local,
regional, and national real estate developers. This competition may:
•
•
•
•
reduce the number of properties available for acquisition or development;
increase the cost of properties available for acquisition or development;
hinder our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents; and
adversely affect our ability to minimize our expenses of operation.
If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stock and unit
holders, may be adversely affected.
Costs of environmental remediation could reduce our cash flow available for distribution to stock and unit holders.
Under various federal, state and local laws, an owner or manager of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required
remediation could exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The
presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a
contaminated property or to use the property as collateral for a loan. Any of these developments could reduce cash flow and
our ability to make distributions to stock and unit holders.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make
unintended expenditures.
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 could require
removal of access barriers, and noncompliance could 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 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 could be adversely affected. In addition, we are required to operate the properties in
compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by
governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to
comply with these requirements, and these expenditures could have a material adverse effect on our ability to meet our financial
obligations and make distributions to our stock and unit holders.
If we do not maintain the security of tenant-related information, we could incur substantial costs and become subject to
litigation.
We receive certain information about our tenants that depends upon secure transmissions of confidential information
over public networks, including information permitting cashless payments. A compromise of our security systems that results
in information being obtained by unauthorized persons could result in litigation against us or the imposition of penalties and
require us to expend significant resources related to our information security systems. Such disruptions could adversely affect
our operations, results of operations, financial condition and liquidity.
We rely extensively on computer systems to process transactions and manage our business; cyber security attacks and
other disruptions could harm our ability to run our business.
We face risks associated with security breaches, whether through (i) cyber attacks or cyber intrusions, (ii) malware or
computer viruses and (iii) people with access or who gain access to our systems, and other significant disruptions of our
computer networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber
9
intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world
have increased. Our computer networks and related systems are essential to the operation of our business and our ability to
perform day-to-day operations. Although we make efforts to maintain the security and integrity of our computer networks and
related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be
no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would
not be successful or damaging. A security breach or other disruption involving our computer networks and related systems
could significantly disrupt the proper functioning of our networks and systems and, as a result, disrupt our operations, which
could have a material adverse effect on our liquidity, financial condition and results of operations.
Risk Factors Related to Our Co-investment Partnerships and Acquisition Structure
We do not have voting control over our joint venture investments, so we are unable to ensure that our objectives will be
pursued.
We have invested substantial capital as a partner in a number of joint venture investments for the acquisition or
development of properties. These investments involve risks not present in a wholly-owned project as we do not have voting
control over the ventures, although we do have approval rights over major decisions. The other partner may (i) have interests or
goals that are inconsistent with our interests or goals or (ii) otherwise impede our objectives. The other partner also may
become insolvent or bankrupt. These factors could limit the return that we receive from such investments or cause our cash
flows to be lower than our estimates.
The termination of our co-investment partnerships could adversely affect our cash flow, operating results, and our
ability to make distributions to stock and unit holders.
If co-investment partnerships owning a significant number of properties were dissolved for any reason, we would lose
the asset and property management fees from these co-investment partnerships, which could adversely affect our operating
results and our cash available for distribution to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital Structure
Higher market capitalization rates for our properties could adversely impact our ability to sell properties and fund
developments and acquisitions, and could dilute earnings.
As part of our funding strategy, we sell operating properties that no longer meet our investment standards or those with
a limited future growth profile. These sales proceeds are used to fund the construction of new developments, redevelopments
and acquisitions. An increase in market capitalization rates could cause a reduction in the value of centers identified for sale,
which would have an adverse impact on the amount of cash generated. In order to meet the cash requirements of our
development program, we may be required to sell more properties than initially planned, which could have a negative impact on
our earnings.
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. We therefore will have to rely on third-party sources of
capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on
a number of things, including the market's perception of our growth potential and our current and potential future earnings. 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 creditors 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 joint ventures are
eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other
financing, such as a prohibition on negative pledge agreements. Additional equity offerings may result in substantial dilution of
stockholders' 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.
10
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 funds from operations 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 could reduce the cash flow available for
distributions to stock and unit holders. If we cannot make required mortgage payments, the mortgagee could 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, unsecured term loan, and unsecured line of credit contain customary covenants, including
compliance with financial ratios, such as ratio of total debt to gross asset value and fixed charge coverage ratio. Fixed charge
coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") divided by the sum of
interest expense and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders. Our
debt arrangements also restrict our ability to enter into a transaction that would result in a change of control. These covenants
may limit our operational flexibility and our acquisition activities. Moreover, if we breach any of the covenants in our debt
agreements, and do not cure the breach within the applicable cure period, our lenders could require us to repay the debt
immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes,
unsecured term loan, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt
arrangements can put us in default and 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 could 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 facilities. 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 could adversely affect our ability to service our debt and
meet our other obligations and also could 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 could adversely affect us.
From time to time, we manage our exposure to interest rate volatility by using interest rate hedging arrangements that
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 agreement, there could be significant costs and cash
requirements involved to fulfill our obligations under the hedging agreement. Failure to hedge effectively against interest rate
changes may adversely affect our results of operations.
We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could
result in stockholder dilution and limit our ability to sell such assets.
We may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for
partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have
the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired
properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through
restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to
maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable
absent such restrictions.
11
Risk Factors Related to the Market Price for Our Debt and Equity Securities
Changes in economic and market conditions could adversely affect the market price of our securities.
The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of
which are out of our control, including:
• Actual or anticipated variations in our operating results;
• Changes in our funds from operations or earnings estimates;
•
Publication of research reports about us or the real estate industry in general and recommendations by
financial analysts or actions taken by rating agencies with respect to our securities or those of other
REIT's;
• The ability of our tenants to pay rent and meet their other obligations to us under current lease terms and
our ability to re-lease space as leases expire;
Increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;
•
• Changes in market valuations of similar companies;
• Adverse market reaction to any additional debt we incur in the future;
• Any future issuances of equity securities;
• Additions or departures of key management personnel;
•
• Actions by institutional stockholders;
• Changes in our dividend payments;
•
• General market and economic conditions.
Speculation in the press or investment community; and
Strategic actions by us or our competitors, such as acquisitions or restructurings;
These factors may cause the market price of our securities to decline, regardless of our financial condition, results of
operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common
stock, will not fall in the future. A decrease in the market price of our common stock could reduce our ability to raise additional
equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing
stockholders.
We cannot assure you we will continue to pay dividends at historical rates.
Our ability to continue to pay dividends at historical rates or to increase our dividend rate will depend on a number of
factors, including, among others, the following:
• Our financial condition and results of future operations;
• The terms of our loan covenants; and
• Our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.
If we do not maintain or periodically increase the dividend on our common stock, it could have an adverse effect on
the market price of our common stock and other securities.
Changes in accounting standards may adversely impact our financial results.
The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects on their
agenda that could impact how we currently account for our material transactions, including lease accounting and other
convergence projects with the International Accounting Standards Board. At this time, we are unable to predict with certainty
which, if any, proposals may be passed or what level of impact any such proposal could have on the presentation of our
consolidated financial statements, our results of operations and our financial ratios required by our debt covenants.
Risk Factors Related to Federal Income Tax Laws
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 we can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as
a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT
requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an
12
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. We are also
required to distribute to our stockholders at least 90% of our REIT taxable income, excluding capital gains. The fact that we
hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the
REIT requirements. 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, or impossible, 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), we would have to pay
significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the
value of our securities. In addition, we would no longer be required to pay any dividends to stockholders. Although we believe
that the Parent Company qualifies as a REIT, we cannot assure you 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, we are required to pay certain
federal, state and local taxes on our income and property. For example, if we have net income from “prohibited transactions,”
that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property
held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a
prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant
number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there
can be no assurance that the IRS would not contend otherwise.
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 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. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are
individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of
non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the shares
of our capital stock.
Foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock
if we do not qualify as a "domestically controlled" REIT.
A foreign person 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 any 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, we 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 we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our
common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities
market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than
10% of our outstanding common stock.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging
transaction we enter into either to manage risk of interest rate changes with respect to borrowings incurred or to be incurred to
acquire or carry real estate assets, or to manage the risk of currency fluctuations with respect to any item of income or gain (or
any property which generates such income or gain) that constitutes “qualifying income” for purposes of the 75% or 95% gross
income tests applicable to REITs, 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 taxable REIT subsidiary, or TRS. The use of a TRS could increase the cost of our hedging activities (because our TRS
would be subject to tax on income or gain resulting from hedges entered into by it) or expose us to greater risks than we would
13
otherwise want to bear. In addition, net losses in a TRS will generally not provide any tax benefit except for being carried
forward for use against future taxable income in the TRS.
Risk Factors Related to Our Ownership Limitations and the Florida Business Corporation Act
Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status could 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 could 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 and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued.
The issuance of preferred stock or special common stock could have the effect of delaying or preventing a change in control.
The provisions of the Florida Business Corporation Act regarding affiliated transactions could 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.
Item 1B. Unresolved Staff Comments
None.
14 Item 2. Properties
The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented
for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):
December 31, 2015
December 31, 2014
Location
California
Florida
Texas
Georgia
Colorado
Ohio
North Carolina
Virginia
Illinois
Oregon
Washington
Massachusetts
Missouri
Tennessee
Connecticut
Pennsylvania
Indiana
Arizona
Delaware
Maryland
Michigan
Alabama
South Carolina
Total
Number of
Properties
GLA (in
thousands)
42
39
22
15
15
8
10
6
5
7
5
3
4
3
3
3
3
2
1
1
1
1
1
5,619
4,214
2,716
1,392
1,266
1,164
895
841
817
742
606
516
408
317
315
311
281
274
232
113
97
85
59
Percent of
Total
GLA
24.1%
18.1%
11.7%
6.0%
5.4%
5.0%
3.8%
3.6%
3.5%
3.2%
2.6%
2.2%
1.8%
1.4%
1.4%
1.3%
1.2%
1.2%
1.0%
0.5%
0.4%
0.4%
0.3%
Percent
Leased
Number of
Properties
GLA (in
thousands)
Percent of
Total
GLA
Percent
Leased
95.6%
94.7%
97.6%
92.9%
91.3%
98.6%
95.8%
96.2%
98.2%
87.9%
98.7%
96.1%
100.0%
96.1%
96.3%
98.4%
93.8%
92.7%
90.1%
96.1%
95.7%
95.0%
100.0%
43
38
21
15
15
9
10
6
6
6
5
3
4
3
3
4
3
2
1
1
2
1
1
5,692
4,025
2,689
1,390
1,266
1,307
895
841
920
563
606
519
408
317
315
325
240
274
232
113
118
85
60
24.5%
17.3%
11.5%
6.0%
5.5%
5.6%
3.9%
3.6%
4.0%
2.4%
2.6%
2.2%
1.8%
1.4%
1.4%
1.4%
1.0%
1.2%
1.0%
0.5%
0.5%
0.4%
0.3%
95.4%
93.8%
96.1%
93.5%
90.7%
98.8%
94.9%
95.3%
96.8%
97.2%
99.8%
92.5%
100.0%
96.1%
96.8%
99.6%
96.1%
95.1%
92.0%
97.2%
96.4%
89.9%
100.0%
200
23,280
100.0%
95.4%
202
23,200
100.0%
95.3%
Certain Consolidated Properties are encumbered by mortgage loans of $501.9 million, excluding debt premiums and
discounts, as of December 31, 2015.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is
$18.95 and $18.30 per square foot ("PSF") as of December 31, 2015 and 2014, respectively.
15
The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented
for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):
December 31, 2015
December 31, 2014
Percent
Leased
Number of
Properties
GLA (in
thousands)
Location
California
Virginia
Maryland
North Carolina
Illinois
Texas
Colorado
Florida
Minnesota
Pennsylvania
Washington
Connecticut
South Carolina
New Jersey
New York
Indiana
Wisconsin
Arizona
Oregon
Georgia
Delaware
Dist. of Columbia
Total
Number of
Properties
GLA (in
thousands)
20
19
13
8
7
7
5
8
5
6
5
1
2
2
1
2
1
1
1
1
1
2
2,652
2,645
1,491
1,275
944
932
862
682
674
664
621
186
162
158
141
139
133
108
93
86
67
40
Percent of
Total
GLA
18.0%
17.9%
10.1%
8.6%
6.4%
6.3%
5.8%
4.6%
4.6%
4.5%
4.2%
1.3%
1.1%
1.1%
1.0%
0.9%
0.9%
0.7%
0.6%
0.6%
0.5%
0.3%
118
14,755
100.0%
98.7%
96.9%
92.5%
97.6%
94.6%
99.3%
92.9%
97.4%
98.3%
88.7%
97.0%
98.8%
100.0%
95.7%
100.0%
100.0%
92.8%
87.4%
98.1%
100.0%
91.0%
100.0%
96.3%
21
19
13
8
8
7
5
8
5
6
5
1
2
2
1
2
1
1
1
1
1
2
2,782
2,643
1,490
1,272
1,067
934
862
682
674
661
621
186
162
158
141
138
133
108
93
86
67
40
Percent of
Total
GLA
18.6%
17.6%
9.9%
8.5%
7.1%
6.2%
5.8%
4.6%
4.5%
4.4%
4.1%
1.2%
1.1%
1.1%
0.9%
0.9%
0.9%
0.7%
0.6%
0.6%
0.4%
0.3%
Percent
Leased
97.5%
97.4%
93.6%
95.2%
94.5%
97.5%
92.8%
97.5%
99.3%
90.1%
95.5%
99.8%
98.5%
94.5%
100.0%
92.3%
92.8%
93.4%
98.1%
100.0%
90.1%
97.0%
96.0%
120
15,000
100.0%
Certain Unconsolidated Properties are encumbered by mortgage loans of $1.4 billion, excluding debt premiums and
discounts, as of December 31, 2015.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is
$18.81 and $17.85 PSF as of December 31, 2015 and 2014, respectively.
16
The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus
our pro-rata share of Unconsolidated Properties, as of December 31, 2015, based upon a percentage of total annualized base
rent exceeding or equal to 0.5% (GLA and dollars in thousands):
Tenant
Kroger
Publix
Albertsons/Safeway
Whole Foods
TJX Companies
CVS
PETCO
Ahold/Giant
H.E.B.
Ross Dress For Less
Trader Joe's
Wells Fargo Bank
Bank of America
JPMorgan Chase Bank
Starbucks
Nordstrom
Dick's Sporting Goods
Panera Bread
Sears Holdings
SUPERVALU
Wal-Mart
Subway
Sports Authority
Bed Bath & Beyond
GLA
2,490
1,836
1,374
628
778
485
334
419
344
306
179
82
84
69
98
138
267
97
388
265
466
89
134
175
Percent of
Company
Owned GLA
Annualized
Base Rent
Percent of
Annualized
Base Rent
Number of
Leased
Stores
$
8.8%
6.5%
4.8%
2.2%
2.7%
1.7%
1.2%
1.5%
1.2%
1.1%
0.6%
0.3%
0.3%
0.2%
0.3%
0.5%
0.9%
0.3%
1.4%
0.9%
1.6%
0.3%
0.5%
0.6%
24,886
19,345
15,277
12,091
10,331
7,829
7,294
5,980
5,439
4,949
4,920
4,238
4,107
4,037
3,976
3,813
3,441
3,227
3,069
3,055
3,026
2,991
2,973
2,915
4.7%
3.7%
2.9%
2.3%
2.0%
1.5%
1.4%
1.1%
1.0%
0.9%
0.9%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.6%
0.6%
0.6%
0.6%
53
45
42
19
36
44
44
13
5
16
19
39
30
25
77
4
5
27
5
11
5
96
3
6
4
Anchor Owned
Stores (1)
5
1
7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
2
—
—
—
13
Target
359
(1) Stores owned by anchor tenant that are attached to our centers.
1.3%
2,907
Our leases for tenant space under 5,000 square feet generally have terms ranging from three to five years. Leases
greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of
the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases
provide for the monthly payment in advance of fixed minimum rent, additional rents calculated as a percentage of the tenant's
sales, the tenant's pro-rata share of real estate taxes, insurance, and common area maintenance (“CAM”) expenses, and
reimbursement for utility costs if not directly metered.
17
The following table summarizes pro-rata lease expirations for the next ten years and thereafter, for our Consolidated
and Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):
Lease Expiration
Year
(1)
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Thereafter
Total
Number of
Tenants with
Expiring Leases
228
879
1,130
983
827
901
410
273
216
251
228
453
Pro-rata
Expiring GLA
Percent of Total
Company GLA
Minimum Rent
Expiring Leases
(2)
192
2,056
3,278
2,930
3,090
3,009
2,022
1,732
1,150
1,577
1,188
4,749
0.7% $
7.6%
12.2%
10.9%
11.5%
11.2%
7.5%
6.4%
4.3%
5.8%
4.4%
17.5%
4,098
40,640
70,312
58,840
60,482
62,398
37,337
28,983
23,621
30,067
27,850
74,485
6,779
26,973
100.0% $
519,113
Percent of
Minimum Rent (2)
0.8%
7.8%
13.5%
11.3%
11.7%
12.0%
7.2%
5.6%
4.6%
5.8%
5.4%
14.3%
100.0%
(1) Leases currently under month-to-month rent or in process of renewal.
(2) Minimum rent includes current minimum rent and future contractual rent steps, but excludes additional rent such as
percentage rent, common area maintenance, real estate taxes and insurance reimbursements.
During 2016, we have a total of 879 leases expiring, representing 2.1 million square feet of GLA. These expiring
leases have an average base rent of $19.77 PSF. The average base rent of new leases signed during 2015 was $25.79 PSF.
During periods of recession or when occupancy is low, tenants have more bargaining power, which may result in rental rate
declines on new or renewal leases. In periods of recovery and/or when occupancy levels are high, landlords have more
bargaining power, which generally results in rental rate growth on new and renewal leases. Based on current economic trends
and expectations, and pro-rata percent leased of 95.6%, we expect base rent on new and renewal leases during 2016 to exceed
rental rates on leases expiring in 2016. Exceptions may arise in certain geographic areas or at specific shopping centers based
on the local economic situation, competition, location, and size of the space being leased, among other factors. Additionally,
significant changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current
expectations.
18
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33
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.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets
forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2015 and 2014.
2015
2014
Quarter Ended
High Price
Low Price
Cash
Dividends
Declared
High Price
Low Price
March 31
June 30
September 30
December 31
$
70.80
69.45
64.79
69.45
63.38
58.81
55.79
61.71
0.4850
$
0.4850
0.4850
0.4850
51.49
56.11
57.99
65.72
45.41
50.55
53.28
53.55
Cash
Dividends
Declared
0.4700
0.4700
0.4700
0.4700
We have determined that the dividends paid during 2015 and 2014 on our common stock qualify for the following tax
treatment:
2015
2014
Total
Distribution
per Share
$
1.9400
1.8800
Ordinary
Dividends
1.4744
1.3160
Total Capital
Gain
Distributions
Nontaxable
Distributions
0.0970
0.3008
0.3686
0.2632
Qualified Dividends
(included in
Ordinary
Dividends)
Unrecapt Sec 1250
Gain
0.0970
—
0.0388
0.0564
As of February 10, 2016, there were approximately 27,974 holders of common equity.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future
distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by
operating activities, our financial condition, capital requirements, 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 at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under
certain circumstances, which we do not expect to occur, 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 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 stockholders.
Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to
stockholders except to the extent necessary to maintain our REIT status.
There were no unregistered sales of equity securities, and we did not repurchase any of our equity securities during the
quarter ended December 31, 2015.
34
The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index,
the FTSE NAREIT Equity REIT Index, and the FTSE NAREIT Equity Shopping Centers index since December 31, 2010. The
stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock
performance graph by reference in another filing.
12/10
12/11
12/12
12/13
12/14
12/15
Regency Centers Corporation
$
S&P 500
FTSE NAREIT Equity REITs
FTSE NAREIT Equity Shopping Centers
100.00
100.00
100.00
100.00
93.15
102.11
108.29
99.27
121.45
118.45
127.85
124.11
123.64
156.82
131.01
130.31
176.24
178.29
170.49
169.35
193.90
180.75
175.94
177.34
Item 6. Selected Financial Data
(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)
The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended
December 31, 2015 (in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges).
This historical Selected Financial Data has been derived from the audited consolidated financial statements. This information
should be read in conjunction with the consolidated financial statements of Regency Centers Corporation and Regency Centers,
L.P. (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of
Operations, each included elsewhere in this Form 10-K.
35
Parent Company
Operating data:
Revenues
Operating expenses
Total other expense (income)
Income from operations before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships
Income tax (benefit) expense of taxable REIT subsidiary
Income from continuing operations
Income (loss) from discontinued operations (2)
Gain on sale of real estate
Net income
Income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends
2015
2014
2013
2012
2011
$
569,763
537,898
365,098
110,236
353,348
83,046 (1)
94,429
22,508
—
101,504
31,270
(996)
116,937
133,770
—
35,606
152,543
—
55,077
188,847
(2,487)
(1,457)
150,056
187,390
489,007
324,687
111,741
52,579
31,718
—
84,297
65,285
1,703
151,285
(1,481)
149,804
473,929
307,493
131,240
35,196
23,807
13,224
45,779
(21,728)
2,158
26,209
(342)
25,867
470,449
303,976
136,317
30,156
9,643
2,994
36,805
16,579
2,404
55,788
(4,418)
51,370
(21,062)
(21,062)
(21,062)
(32,531)
(19,675)
Net income (loss) attributable to common stockholders
$
128,994
166,328
128,742
(6,664)
31,695
NAREIT FFO (3)
Core FFO (3)
Income per common share - diluted (note 15):
Continuing operations
Discontinued operations (2)
Net income attributable to common stockholders
Other information:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Dividends paid to common stockholders
Common dividends declared per share
$
$
$
276,515
288,872
269,149
261,506
240,621
241,619
222,100
230,937
220,318
213,148
1.36
—
1.36
1.80
—
1.80
0.69
0.71
1.40
0.16
(0.24)
(0.08)
0.16
0.19
0.35
275,637
277,742
250,731
257,215
(139,346)
(210,290)
(9,817)
3,623
217,633
(77,723)
(213,211)
(34,360)
(182,579)
(249,891)
(145,569)
181,691
172,900
168,095
164,747
160,479
1.94
1.88
1.85
1.85
1.85
Common stock outstanding including exchangeable operating partnership units
Ratio of earnings to fixed charges (4)
Ratio of earnings to combined fixed charges and preference dividends (4)
97,367
94,262
92,499
90,572
90,099
2.5
2.1
2.6
2.2
1.8
1.5
1.6
1.4
1.5
1.3
Balance sheet data:
Real estate investments before accumulated depreciation
$ 4,852,106
4,743,053
4,385,380
4,352,839
4,488,794
Total assets
Total debt
Total liabilities
Total stockholders’ equity
Total noncontrolling interests
4,191,074
4,197,170
3,913,516
3,853,458
3,987,071
1,872,478
2,021,357
1,854,697
1,941,891
1,982,440
2,108,454
2,260,688
2,052,382
2,107,547
2,117,417
2,054,109
1,906,592
1,843,354
1,730,765
1,808,355
28,511
29,890
17,780
15,146
61,299
(1) During the year ended December 31, 2014, the Company recognized a gain on remeasurement of investment in real estate
partnership of $18.3 million, which is included in Total other expense (income) and Income from operations, upon the
acquisition of the remaining 50% interest in a single operating property, resulting in consolidation of the property as a business
combination. The gain on remeasurement was calculated based on the difference between the carrying value and the fair value
of the previously held equity interest.
(2) On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board ("FASB") Accounting
Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment
(Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the
requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift in
operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as
discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.
(3) See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings
Information, for a reconciliation to the nearest GAAP measure.
(4) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of
earnings to combined fixed charges and preference dividends.
36 Operating Partnership
Operating data:
Revenues
Operating expenses
Total other expense (income)
Income from operations before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships
Income tax (benefit) expense of taxable REIT subsidiary
Income from continuing operations
Income (loss) from discontinued operations (2)
Gain on sale of real estate
Net income
Income attributable to noncontrolling interests
Net income attributable to the Partnership
Preferred unit distributions
2015
2014
2013
2012
2011
$ 569,763
537,898
365,098
110,236
353,348
83,046 (1)
94,429
22,508
—
101,504
31,270
(996)
116,937
133,770
—
—
35,606
55,077
152,543
188,847
(2,247)
(1,138)
489,007
324,687
111,741
52,579
31,718
—
84,297
65,285
1,703
151,285
(1,205)
473,929
307,493
131,240
35,196
23,807
13,224
45,779
(21,728)
2,158
26,209
470,449
303,976
136,317
30,156
9,643
2,994
36,805
16,579
2,404
55,788
(865)
(590)
150,296
187,709
150,080
25,344
55,198
(21,062)
(21,062)
(21,062)
(31,902)
(23,400)
Net income (loss) attributable to common unit holders
$ 129,234
166,647
129,018
(6,558)
31,798
NAREIT FFO (3)
Core FFO (3)
Income per common unit - diluted (note 15):
Continuing operations
Discontinued operations (2)
Net income (loss) attributable to common unit holders
Other information:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Distributions paid on common units
Ratio of earnings to fixed charges (4)
Ratio of combined fixed charges and preference dividends to earnings (4)
Balance sheet data:
276,515
288,872
269,149
261,506
240,621
241,619
222,100
230,937
220,318
213,148
$
$
1.36
—
1.36
1.80
—
1.80
0.69
0.71
1.40
0.16
(0.24)
(0.08)
0.16
0.19
0.35
$ 275,637
277,742
250,731
257,215
217,633
(139,346)
(210,290)
(9,817)
3,623
(77,723)
(213,211)
(34,360)
(182,579)
(249,891)
(145,569)
181,691
172,900
168,095
164,747
160,479
2.5
2.1
2.6
2.2
1.8
1.5
1.6
1.4
1.5
1.3
Real estate investments before accumulated depreciation
$ 4,852,106
4,743,053
4,385,380
4,352,839
4,488,794
Total assets
Total debt
Total liabilities
Total partners’ capital
Total noncontrolling interests
4,191,074
4,197,170
3,913,516
3,853,458
3,987,071
1,872,478
2,021,357
1,854,697
1,941,891
1,982,440
2,108,454
2,260,688
2,052,382
2,107,547
2,117,417
2,052,134
1,904,678
1,841,928
1,729,612
1,856,550
30,486
31,804
19,206
16,299
13,104
(1) During the year ended December 31, 2014, the Company recognized a gain on remeasurement of investment in real estate
partnership of $18.3 million, which is included in Total other expense (income) and Income from operations, upon the
acquisition of the remaining 50% interest in a single operating property, resulting in consolidation of the property as a business
combination. The gain on remeasurement was calculated based on the difference between the carrying value and the fair value
of the previously held equity interest.
(2) On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board ("FASB") Accounting
Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment
(Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the
requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift in
operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as
discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.
(3) See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings
Information, for a reconciliation to the nearest GAAP measure.
(4) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of
earnings to combined fixed charges and preference dividends.
37
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executing on our Strategy
During 2015, we executed on our strategic objectives to further solidify Regency’s position as a leader among
shopping center REITs:
Sustain average annual 3% NOI growth from a high-quality, growing portfolio of thriving community and
neighborhood shopping centers.
We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail anchors,
restaurants, side-shop retailers, and service providers, as well as ground leasing or selling out-parcels to these same types of
tenants. We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers, by
acquiring and developing new shopping centers, and by redeveloping shopping centers within our portfolio. Noteworthy
milestones and achievements during 2015 include:
• We achieved pro-rata same property NOI growth, excluding termination fees, of 4.4% in 2015, marking four
consecutive years of 4% growth.
• We maintained our pro-rata same property percent leased at 95.8% at December 31, 2015 and 2014.
• We grew rental rates 9.6% on comparable spaces for new and renewal leases.
• We cost effectively invested in the acquisition of one operating property and funded the purchase with $50 million
from the sale of a center with a similar cap rate but a lower growth opportunity and greater anchor risk.
Develop new, high quality shopping centers and redevelop existing centers at attractive returns on investment from a
disciplined development program.
We capitalize on our development capabilities, market presence, and anchor relationships by investing in new
developments and redevelopments of existing centers.
• During 2015, we started $116.7 million of development and redevelopment projects with a weighted average estimated
yield of 7.5%.
• As of December 31, 2015, we have seven ground-up developments in process, with total expected net development
costs of $163.9 million with projected return on capital of 7.7%, and are currently 83% leased. We also have thirteen
redevelopments of existing centers in process with total expected net redevelopment costs of $81.8 million and
incremental yields ranging from 7.0% - 10.0%.
Cost-effectively enhance our already strong balance sheet to reduce our cost of capital, provide financial flexibility and
weather economic downturns.
We fund acquisitions and development activities from various capital sources including operating cash flow, property
sales through a disciplined match-funding strategy of selling low growth assets, equity offerings, new debt financing, and
capital from our co-investment partners.
• We managed our balance sheet to improve our debt maturity profile by refinancing and reducing our unsecured
borrowings, thereby leveling our maturities to better withstand downturns in the financial markets and efficiently fund
investments.
• We cost effectively sold $193.6 million in common stock through our forward equity offering in January. Net
proceeds of $186.2 million were received in November upon settlement and used a portion to improve our debt
maturity profile. In addition, we issued 189,200 shares through our ATM program resulting in net proceeds of $12.7
million.
• At December 31, 2015, our net debt-to-core EBITDA ratio was 5.2x versus 5.7x at December 31, 2014. We had $36.9
million of cash and no outstanding balance on our $800.0 million line of credit.
38
Engage a talented and dedicated team that operates efficiently and is recognized as a leader in the real estate industry
with respect to development and operating capabilities, customer relationships, operating and technology systems, and
environmental sustainability.
• We executed on our succession plan with our bench of proven and experienced executives with the promotion of Lisa
Palmer to President, in addition to her existing role of Chief Financial Officer. Additionally, we promoted two
Managing Directors to Executive Vice President of Operations and of Development, respectively.
• We worked to increase employee engagement through a variety of employee-related initiatives.
• We developed critical information platforms that provide value added decision making capabilities.
Leasing Activity and Significant Tenants
We believe our high-quality, grocery anchored shopping centers located in densely populated, desirable infill trade
areas create attractive spaces for retail tenants. Improvements in the economy, combined with historically low levels of new
supply and robust tenant demand, allow us to focus on merchandising of our centers to ensure the right mix of operators and
unique retailers, which draws more retail customers to our centers.
Pro-rata Occupancy
For the purpose of the following disclosures of occupancy and leasing activity, anchor space is considered space
greater than or equal to 10,000 SF and shop space is less than 10,000 SF. The following table summarizes pro-rata occupancy
rates of our combined Consolidated and Unconsolidated shopping center portfolio:
% Leased – Operating
Anchor space
Shop space
December 31,
2015
December 31,
2014
95.9%
98.5%
91.7%
95.9%
98.8%
91.2%
The percent leased in our operating portfolio remained constant in 2015. During the fourth quarter of 2015, we
successfully recaptured two anchor spaces, giving us control over the future tenant mix at these centers and the ability to
improve rents. Our shop space experienced pro-rata occupancy gains of 50 basis points driven primarily by new leasing and
lower than historical move-out rates.
Pro-rata Leasing Activity
The following table summarizes leasing activity, including Regency's pro-rata share of activity within the portfolio of
our co-investment partnerships:
Year ended December 31, 2015
Leasing
Transactions (1)
Square Feet
("SF") (in
thousands)
Base Rent PSF (2)
Tenant
Improvements
PSF (2)
Leasing
Commissions PSF (2)
New leases
Anchor space
Shop space
Total New
Leases
Renewals
Anchor space
Shop space
Total Renewal
Leases (1)
15
445
460
48
950
998
Total Leases
1,458
295
724
1,019
972
1,497
2,469
3,488
$
$
$
$
$
$
$
13.81
30.67
25.79
11.96
30.33
23.10
23.88
$
$
$
$
$
$
$
5.28
10.35
8.88
0.01
0.64
0.40
2.87
$
$
$
$
$
$
$
5.14
13.53
11.10
1.08
3.92
2.80
5.23
39
Year ended December 31, 2014
Leasing
Transactions (1)
SF (in thousands)
Base Rent PSF (2)
Tenant
Improvements
PSF (2)
Leasing
Commissions PSF (2)
New leases
Anchor space
Shop space
Total New
Leases
Renewals
Anchor space
Shop space
Total Renewal
Leases (1)
28
477
505
59
854
913
Total Leases
1,418
793
828
1,621
1,173
1,281
2,454
4,075
$
$
$
$
$
$
$
14.49
29.24
22.02
11.80
28.80
20.67
21.21
$
$
$
$
$
$
$
5.54
8.76
7.19
0.20
0.76
0.49
3.16
$
$
$
$
$
$
$
4.62
13.72
9.27
1.07
3.61
2.39
5.13
(1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.
(2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average per square foot ("PSF").
Overall, leasing activity continues to be strong. In the shop space category for both new leases and renewals, base
rent PSF continued to increase on leases executed in 2015. In the anchor category, base rent PSF on new leases decreased
slightly due to the geographic location of anchor deals in 2015 as compared to 2014.
Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification and by avoiding dependence on
any single property, market, or tenant. The following table summarizes our three most significant tenants, each of which is a
grocery tenant, occupying our shopping centers:
Grocery Anchor
Kroger
Publix
Number of
Stores (1)
58
46
December 31, 2015
Percentage of
Company
Owned GLA (2)
8.8%
6.5%
Percentage of
Annualized
Base Rent (2)
4.7%
3.7%
Albertsons/Safeway
4.8%
(1) Includes stores owned by grocery anchors that are attached to our centers.
(2) Includes our pro-rata share of Unconsolidated Properties and excludes those owned by anchors.
49
2.9%
Bankruptcies
Although base rent is supported by long-term lease contracts, tenants who file bankruptcy may have the legal right to
reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our
shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. We
monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants operating
retail formats that are experiencing significant changes in competition, business practice, and store closings in other locations.
We are not currently aware of the pending bankruptcy or announced store closings of any tenants in our shopping centers that
would individually cause a material reduction in our revenues, and no tenant represents more than 5% of our annual base rent
on a pro-rata basis.
Our management team devotes significant time to monitoring consumer preferences, shopping behaviors, and
demographics to anticipate both challenges and opportunities in the changing retail industry that may affect our tenants. As a
result of our findings, we may reduce new leasing, suspend leasing, or curtail the allowance for the construction of leasehold
improvements within a certain retail category or to a specific retailer.
40
Results from Operations
Comparison of the years ended December 31, 2015 and 2014:
Our revenues increased as summarized in the following table:
(in thousands)
Minimum rent
Percentage rent
Recoveries from tenants
Other income
Management, transaction, and other fees
Total revenues
Minimum rent increased as follows:
2015
2014
Change
$
$
415,155
3,750
116,120
9,175
25,563
569,763
390,697
3,488
108,434
11,184
24,095
537,898
24,458
262
7,686
(2,009)
1,468
31,865
•
•
•
$5.0 million increase due to the acquisitions of operating properties;
$9.8 million increase from operations beginning at development properties; and
$15.7 million increase in minimum rent from same properties, with $6.7 million relating to redevelopment
properties, and $9.0 million relating to higher rental rates and rent paying occupancy growth;
•
reduced by $6.0 million from the sale of operating properties.
Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and
real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:
•
•
•
$1.2 million increase due to the acquisition of operating properties;
$1.5 million increase from operations beginning at development properties; and,
$5.9 million increase from same properties associated with rent paying occupancy improvements and higher
recoverable costs;
•
reduced by approximately $890,000 from the sale of operating properties.
Other income, which consists of incidental income earned at our centers, decreased primarily as a result of a higher
level of settlement and lease termination income earned in 2014.
We earn fees, at market-based rates, for asset management, property management, leasing, acquisition, and financing
services that we provided to our co-investment partnerships and third parties as follows:
(in thousands)
Asset management fees
Property management fees
Leasing commissions and other fees
Total management, transaction, and other fees
2015
2014
Change
$
$
6,416
13,123
6,024
25,563
6,013
13,020
5,062
24,095
403
103
962
1,468
Asset and property management fees increased due to higher property values and revenues in our co-investment
partnerships. Leasing commissions and other fees increased during 2015 due to the higher average rents on leasing
transactions.
41
Changes in our operating expenses are summarized in the following table:
(in thousands)
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other operating expenses
2015
2014
Change
$
146,829
82,978
65,600
61,855
7,836
147,791
77,788
60,242
59,031
8,496
353,348
(962)
5,190
5,358
2,824
(660)
11,750
Total operating expenses
$
365,098
Depreciation and amortization decreased as follows:
•
•
$2.9 million decrease from the sale of operating properties;
$1.9 million increase primarily from operations beginning at development properties and acquisition of
operating properties.
Operating and maintenance costs increased as follows:
•
•
•
•
$1.6 million increase from operations beginning at development properties;
$2.9 million increase at same properties primarily driven by increases in property management fees,
landscaping, and parking lot maintenance costs;
$2.1 million increase relating to acquisition of operating properties;
reduced by $1.4 million from the sale of operating properties.
General and administrative expenses increased as follows:
•
•
•
$3.9 million of higher compensation costs, including $2.2 million associated with executive management
changes at December 31, 2015;
$2.3 million of lower development overhead capitalization based on fewer new development and
redevelopment projects started in 2015;
reduced by $1.1 million from the decrease in the value of participant obligations within the deferred
compensation plan.
Real estate taxes increased as follows:
•
•
•
•
$690,000 increase from acquisition of operating properties;
$510,000 increase relating to operations beginning at development properties; and,
$2.0 million increase at same properties from increased tax assessments;
reduced by approximately $360,000 from the sale of operating properties.
42
2015
2014
Change
The following table presents the components of other expense (income):
(in thousands)
Interest expense, net
Interest on notes payable
$
Interest on unsecured credit facilities
Capitalized interest
Hedge expense
Interest income
Interest expense, net
Provision for impairment
Early extinguishment of debt
Net investment (income) loss
Gain on remeasurement of investment in real
estate partnership
98,485
3,566
(6,739)
8,900
(1,590)
102,622
—
8,239
(625)
—
Total other expense (income)
$
110,236
104,938
3,539
(7,142)
9,366
(1,210)
109,491
1,257
18
(9,449)
(18,271)
83,046
(6,453)
27
403
(466)
(380)
(6,869)
(1,257)
8,221
8,824
18,271
27,190
The $6.9 million decrease in interest expense, net is mainly due to lower interest rates from refinancing our long-term
debt during 2014 and 2015 and lower outstanding balances on notes payable.
We did not recognize impairment losses during 2015. During the year ended December 31, 2014, we recognized a
$1.1 million loss on the disposal of one operating property and one land parcel and a $175,000 impairment on two parcels of
land held.
During November 2015, we incurred an $8.2 million charge from a make-whole premium on our $100.0 million early
redemption of the $400.0 million outstanding 5.875% senior unsecured notes that are due in 2017.
Net investment income decreased $8.8 million, largely driven by an $8.1 million gain realized on the sale of available-
for-sale securities in 2014 and a $1.1 million decrease in the fair value of plan assets in the non-qualified deferred compensation
plan during 2015, which is consistent with the change in plan liabilities included in general and administrative expenses above.
During the year ended December 31, 2014, we acquired the remaining 50% interest and gained control of a previously
unconsolidated investment in a real estate partnership that owns a single operating property. As the operating property
constitutes a business, acquisition of control was accounted for as a step acquisition, and the net assets acquired were
recognized at fair value. The gain of $18.3 million was recognized as the difference between the fair value and carrying value
of the Company's previously held equity interest, using an income approach to measure fair value.
43
Our equity in income of investments in real estate partnerships increased (decreased) as follows:
(in thousands)
GRI - Regency, LLC (GRIR)
Columbia Regency Retail Partners, LLC (Columbia I)
Columbia Regency Partners II, LLC (Columbia II)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)
US Regency Retail I, LLC (USAA)
Other investments in real estate partnerships
Total equity in income of investments in real estate
partnerships
The $8.8 million net decrease is largely attributed to:
GRIR: $4.4 million increase driven by:
Regency's
Ownership
40.00%
20.00%
20.00%
30.00%
25.00%
20.01%
50.00%
2015
2014
Change
$
18,148
(278)
755
643
576
807
13,727
1,431
233
1,008
966
567
1,857
13,338
4,421
(1,709)
522
(365)
(390)
240
(11,481)
$
22,508
31,270
(8,762)
•
•
$1.3 million increase in base rent from occupancy and rental rate growth,
$1.8 million decrease in depreciation due to higher depreciation expense in 2014 relating to redevelopment
activity,
• Reduced interest expense roughly $800,000 by paying off or refinancing property debt at better rates in 2014
and 2015.
Columbia I: $1.8 million decrease from impairment loss upon the sale of one operating property during 2015;
Columbia II: $424,000 increase due to impairment losses recognized upon the sale of two properties during 2014; and
Other investments in real estate partnerships: $11.4 million decrease within our other investment partnerships driven
by the $10.9 million gains on the sale of two land parcels and two operating properties during 2014.
The following represents the remaining components that comprise net income attributable to the common stockholders
and unit holders:
(in thousands)
2015
2014
Change
Income from continuing operations before tax
$
116,937
Income tax (benefit) of taxable REIT subsidiary
Gain on sale of real estate
Income attributable to noncontrolling interests
Preferred stock dividends
Net income attributable to common stockholders
Net income attributable to exchangeable operating partnership
units
Net income attributable to common unit holders
—
35,606
(2,487)
(21,062)
128,994
240
129,234
$
$
132,774
(996)
55,077
(1,457)
(21,062)
166,328
319
166,647
(15,837)
996
(19,471)
(1,030)
—
(37,334)
(79)
(37,413)
A $1.0 million tax benefit was recognized in 2014 upon the receipt of a state tax refund from amending our prior tax
returns.
We recognized $35.6 million of gains on the sale of real estate, net of taxes, in 2015 attributable to the sale of five
operating properties and two land parcels as compared to $55.1 million of gains on the sale of real estate, net of taxes, in 2014
attributable to the sale of eleven operating properties and six land parcels.
Income attributable to noncontrolling interests increased $1.0 million due to to the 2014 acquisition of a portfolio held
within a consolidated partnership, coupled with new operating activity from a development beginning operations and a recent
redevelopment completion within our consolidated partnerships.
44
Comparison of the years ended December 31, 2014 and 2013:
Our revenues increased as summarized in the following table:
(in thousands)
Minimum rent
Percentage rent
Recoveries from tenants
Other income
Management, transaction, and other fees
Total revenues
Minimum rent increased as follows:
2014
2013
Change
$
$
390,697
3,488
108,434
11,184
24,095
537,898
353,833
3,583
95,902
10,592
25,097
489,007
36,864
(95)
12,532
592
(1,002)
48,891
•
•
•
$16.8 million increase due to the acquisitions of operating properties;
$12.3 million increase from operations beginning at development properties; and
$9.9 million increase in minimum rent from same properties, with $4.4 million relating to redevelopment
properties, and $5.5 million relating to higher rental rates and rent paying occupancy growth;
•
reduced by a $2.2 million decrease from the sale of operating properties.
Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and
real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:
•
•
•
$3.8 million increase due to the acquisition of operating properties;
$3.5 million increase from operations beginning at development properties during 2014 and 2013; and,
$6.2 million increase in recoveries at same properties, which was driven by an increase in occupancy and
recoverable costs;
•
reduced by $1.0 million decrease from the sale of operating properties.
Other income, which consists of incidental income earned at our centers, increased primarily as a result of settlement
and lease termination fee income earned in 2014.
We earn fees, at market-based rates, for asset management, property management, leasing, acquisition, and financing
services that we provided to our co-investment partnerships and third parties as follows:
(in thousands)
Asset management fees
Property management fees
Leasing commissions and other fees
Total management, transaction, and other fees
2014
2013
Change
$
$
6,013
13,020
5,062
24,095
6,205
13,692
5,200
25,097
(192)
(672)
(138)
(1,002)
Asset and property management fees decreased due to the liquidation of one unconsolidated real estate partnership
consisting of nine properties during the third quarter of 2013.
45
Changes in our operating expenses are summarized in the following table:
(in thousands)
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other operating expenses
2014
2013
Change
$
147,791
77,788
60,242
59,031
8,496
130,630
71,018
61,234
53,726
8,079
324,687
17,161
6,770
(992)
5,305
417
28,661
Total operating expenses
$
353,348
Depreciation and amortization increased as follows:
•
•
•
$9.9 million increase from the acquisition of operating properties;
$5.5 million increase from operations beginning at development properties; and,
$2.6 million increase at same properties, attributable to redevelopments and recent capital improvements
being depreciated;
•
reduced by $800,000 from the sale of operating properties.
Operating and maintenance costs increased as follows:
•
•
•
•
$2.6 million increase from operations beginning at development properties;
$2.4 million increase at same properties, attributable to an increase in snow removal costs; and,
$2.0 million increase relating to the acquisition of operating properties;
reduced by approximately $200,000 from the sale of operating properties.
General and administrative expenses decreased approximately $1.0 million largely due to greater capitalization of
development overhead costs by $4.4 million, stemming from higher volume of development projects, offset by an increase of
$4.6 million of higher incentive compensation expense during 2014. Additionally, changes in participant obligations within the
deferred compensation plan resulted in a $1.9 million decrease in expense.
Real estate taxes increased as follows:
•
•
•
•
$2.6 million increase from the acquisition of operating properties;
$1.6 million increase relating to operations beginning at development properties; and,
$1.4 million increase at same properties from increased tax assessments;
reduced by approximately $300,000 from the sale of operating properties.
46
The following table presents the components of other expense (income):
(in thousands)
Interest expense, net
Interest on notes payable
$
Interest on unsecured credit facilities
Capitalized interest
Hedge expense
Interest income
Interest expense, net
Provision for impairment
Early extinguishment of debt
Net investment (income) loss
Gain on remeasurement of investment in real
estate partnership
Total other expense (income)
$
2014
2013
Change
104,938
3,539
(7,142)
9,366
(1,210)
109,491
1,257
18
(9,449)
(18,271)
83,046
103,143
3,937
(6,078)
9,607
(1,643)
108,966
6,000
32
(3,257)
—
111,741
1,795
(398)
(1,064)
(241)
433
525
(4,743)
(14)
(6,192)
(18,271)
(28,695)
Our interest expense, net increased $525,000 mainly due to the $77.8 million of mortgage debt assumed with a
portfolio acquisition in the first quarter of 2014, offset by additional capitalized interest on development projects.
During 2014, we recognized a $1.1 million of loss on the disposal of one operating property and one land parcel and a
$175,000 impairment on two parcels of land held. During the year ended December 31, 2013, we recognized a $6.0 million
impairment on a single operating property.
Net investment income increased $6.2 million, largely driven by an $8.1 million gain realized on the sale of available-
for-sale securities offset by a $1.9 million decrease in net investment income from the deferred compensation plan relating to
the change in the fair value of plan assets.
During 2014, we acquired the remaining 50% interest and gained control of a previously unconsolidated investment in
a real estate partnership that owns a single operating property. As the operating property constitutes a business, acquisition of
control was accounted for as a step acquisition, and the net assets acquired were recognized at fair value. The gain of $18.3
million was recognized as the difference between the fair value and carrying value of the Company's previously held equity
interest, using an income approach to measure fair value.
47
Our equity in income of investments in real estate partnerships (decreased) increased as follows:
(in thousands)
GRI - Regency, LLC (GRIR)
Macquarie CountryWide-Regency III, LLC (MCWR III) (1)
Columbia Regency Retail Partners, LLC (Columbia I)
Columbia Regency Partners II, LLC (Columbia II)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal)
Regency Retail Partners, LP (the Fund) (2)
US Regency Retail I, LLC (USAA)
BRE Throne Holdings, LLC (BRET) (3)
Other investments in real estate partnerships
Regency's
Ownership
40.00%
—%
20.00%
$
20.00%
30.00%
25.00%
20.00%
20.01%
—%
50.00%
2014
2013
Change
13,727
—
1,431
233
1,008
966
27
567
—
13,311
12,789
53
1,727
1,274
662
332
7,749
487
4,499
2,146
938
(53)
(296)
(1,041)
346
634
(7,722)
80
(4,499)
11,165
Total equity in income of investments in real estate
partnerships
$
31,270
31,718
(448)
(1) As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was
complete effective March 20, 2013.
(2) On August 13, 2013, the Fund sold 100% of its interest in its entire portfolio of shopping centers to a third party. The
Fund will be dissolved following the final distribution of proceeds in 2014.
(3) On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership and
received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and a redemption
premium. Regency no longer has any interest in the BRET partnership.
The decrease in our equity in income of investments in real estate partnerships is principally due to the following:
• GRIR: $947,000 increase from gain on one operating property disposal in 2014;
• Columbia II: $1.0 million decrease due to $424,000 of impairment losses recognized upon sale of two properties in
2014 compared to $830,000 of gains recognized in 2013 on the sale of four operating properties and one land parcel;
• RegCal: $654,000 gain on one operating property disposal in 2014;
• The Fund: All operating properties were sold in August 2013 for gains of $7.4 million. The only activity in 2014 was
collection of remaining receivables and the final distribution;
• BRET: $4.5 million decrease from liquidating our ownership interest in October 2013; and,
• Other investments in real estate partnerships: $11.2 million increase driven by 2014 gains of $10.9 million on the sale
of two land parcels and two operating properties.
48
The following represents the remaining components that comprise net income attributable to the common stockholders
and unit holders:
(in thousands)
Income from continuing operations before tax
Income tax (benefit) of taxable REIT subsidiary
Discontinued operations
Gain on sale of operating properties, net of tax
Operating income
(Loss) income from discontinued operations
Gain on sale of real estate
Income attributable to noncontrolling interests
Preferred stock dividends
Net income attributable to common stockholders
Net income attributable to exchangeable operating partnership
units
Net income attributable to common unit holders
2014
2013
Change
$
$
$
132,774
(996)
—
—
—
55,077
(1,457)
(21,062)
166,328
319
166,647
84,297
—
57,953
7,332
65,285
1,703
(1,481)
(21,062)
128,742
276
129,018
48,477
(996)
(57,953)
(7,332)
(65,285)
53,374
24
—
37,586
43
37,629
A $1.0 million tax benefit was recognized in 2014 upon the receipt of a state tax refund from amending our prior tax
returns. We recognized $55.1 million of gains on sale of real estate, net of taxes, in 2014 attributable to the sale of eleven
operating properties and six land parcels.
We recognized a gain on sale of real estate of $55.1 million during 2014 from the sale of eleven operating properties
compared to $58.0 million during 2013 from the sale of twelve operating properties.
Supplemental Earnings Information
We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these
measures are beneficial to us in improving the understanding of the Company's operational results among the investing public.
We believe such measures make comparisons of other REITs' operating results to the Company's more meaningful. We
continually evaluate the usefulness, relevance, and calculation of our reported non-GAAP performance measures to determine
how best to provide relevant information to the public, and thus such reported measures could change.
Pro-Rata Same Property NOI:
Our pro-rata same property NOI grew 4.1% from the following major components:
(in thousands)
Base rent
Percentage rent
Recovery revenue
Other income
Operating expenses
Pro-rata same property NOI (1)
2015
$ 468,085
5,066
2014
451,031
4,885
136,928
130,922
7,644
169,047
$ 448,676
8,985
164,656
431,167
Change
17,054
181
6,006
(1,341)
4,391
17,509
(1) See the end of the Supplemental Earnings Information section for a reconciliation to the nearest GAAP measure.
Pro-rata same property base rent increased $17.1 million, driven by $5.8 million increase in contractual rent steps and
$11.2 million increase in rental rate growth and changes in occupancy.
Pro-rata same property recovery revenue increased $6.0 million due to improvements in rent paying occupancy and
increases in recoverable costs.
Pro-rata same property other income decreased $1.3 million during 2015 as a result of a large settlement fee earned in
2014.
49
Pro-rata same property operating expenses increased $4.4 million primarily associated with increased real estate taxes,
property management fees, cleaning, and landscaping costs.
Same Property Rollforward:
Our same property pool includes the following property count, pro-rata GLA, and changes therein:
(GLA in thousands)
Beginning same property count
Acquired properties owned for entirety of comparable
periods
Developments that reached completion by beginning of
earliest comparable period presented
Disposed properties
SF adjustments (1)
Ending same property count
(1) SF adjustments arise from remeasurements or redevelopments.
300
2015
2014
Property
Count
GLA
Property
Count
GLA
298
25,526
304
25,109
4
3
(5)
—
427
790
(260)
25
26,508
6
560
5
(17)
—
298
360
(680)
177
25,526
NAREIT FFO and Core FFO:
Our reconciliation of net income available to common shareholders to NAREIT FFO and Core FFO is as follows:
(in thousands, except share information)
Reconciliation of Net income to NAREIT FFO
Net income attributable to common stockholders
Adjustments to reconcile to NAREIT FFO:
Depreciation and amortization (1)
Provision for impairment (2)
Gain on sale of operating properties, net of tax (2)
Gain on remeasurement of investment in real estate partnership
Exchangeable partnership units
NAREIT FFO attributable to common stockholders
Reconciliation of NAREIT FFO to Core FFO
NAREIT FFO
Adjustments to reconcile to Core FFO:
Development and acquisition pursuit costs (2)(3)
Income tax
Gain on sale of land (2)
Provision for impairment to land (2)
Interest rate swap ineffectiveness (2)
Early extinguishment of debt (2)
Change in executive management
Gain on sale of AmREIT stock, net of costs (3)
Dividends from investments
2015
2014
128,994
166,328
182,103
1,820
(36,642)
—
240
276,515
184,750
983
(64,960)
(18,271)
319
269,149
276,515
269,149
$
$
$
2,409
—
(73)
—
5
8,239
2,193
—
(416)
2,598
(996)
(3,731)
699
30
51
—
(5,960)
(334)
Core FFO attributable to common stockholders
261,506
(1) Includes Regency's pro-rata share of unconsolidated co-investment partnerships, net of pro-rata share attributable to
noncontrolling interests.
(2) Includes Regency's pro-rata share of unconsolidated co-investment partnerships.
(3) 2014 development and acquisition pursuit costs exclude AmREIT, Inc. ("AmREIT") pursuit costs of $1.8 million,
which are shown net with the gain on sale of AmREIT stock.
288,872
$
50
Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro-rata basis, is as
follows:
(in thousands)
2015
2014
Same
Property
Other (1)
Total
Same
Property
Other (1)
Total
Income from continuing operations
$
233,580
(116,643)
116,937
218,753
(85,979)
132,774
Less:
Management, transaction, and other fees
Other (2)
Plus:
Depreciation and amortization
General and administrative
Other operating expense, excluding provision
for doubtful accounts
Other expense (income)
Equity in income (loss) of investments in real
estate excluded from NOI (3)
—
6,977
129,837
—
536
26,352
65,348
Pro-rata NOI
$
448,676
25,563
3,081
16,992
65,600
4,937
83,884
1,787
27,913
25,563
10,058
146,829
65,600
5,473
110,236
67,135
476,589
—
8,452
130,962
—
933
29,661
59,310
431,167
24,095
1,590
16,829
60,242
5,606
53,385
24,095
10,042
147,791
60,242
6,539
83,046
(1,439)
22,959
57,871
454,126
(1) Includes revenues and expenses attributable to non-same property, sold property, development property, and
corporate activities.
(2) Includes straight-line rental income, net of reserves, above and below market rent amortization, banking charges,
and other fees.
(3) Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out
above for our consolidated properties.
51
Liquidity and Capital Resources
Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating
Partnership. 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. All debt is issued by our Operating Partnership or by our co-investment partnerships. The following table represents the
remaining available capacity under our at the market ("ATM") equity program and our unsecured credit facilities:
(in thousands)
ATM equity program (see note 12)
Total capacity
Remaining capacity
Line of Credit (the "Line") (see note 9)
Total capacity
Remaining capacity (1)
Maturity (2)
(1) Net of letters of credit.
(2) The Company has the option to extend the maturity for two additional six-month periods.
December 31, 2015
$
$
$
$
200,000
83,300
800,000
794,100
May 2019
The following table summarizes net cash flows related to operating, investing, and financing activities of the
Company:
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Total cash and cash equivalents
Net cash provided by operating activities:
2015
2014
Change
$
$
275,637
(139,346)
(213,211)
(76,920)
36,856
277,742
(210,290)
(34,360)
33,092
113,776
(2,105)
70,944
(178,851)
(110,012)
(76,920)
•
•
•
•
Net cash provided by operating activities increased by $2.1 million during 2015 as compared to 2014 due to:
$18.3 million increase in cash from operating income; and
$3.9 million increase in operating cash flow distributions from our unconsolidated real estate partnerships as several
redevelopment projects were completed and began distributing cash flows; reduced by,
$12.3 million net decrease in cash due to timing of cash receipts and payments related to operating activities; and
$11.9 million decrease in cash from payments to settle our treasury hedges in connection with our bond issuances.
During 2015 we paid $7.3 million as compared to receiving $4.6 million in 2014 because of changes in the underlying
ten year treasury rates.
We operate our business such that we expect net cash provided by operating activities will provide the necessary funds
to pay our distributions to our common and preferred stock and unit holders, which were $202.8 million and $194.0 million for
the years ended December 31, 2015 and 2014, respectively. Our dividend distribution policy is set by our Board of Directors
who monitors our financial position. Our Board of Directors recently declared our common stock quarterly dividend of $0.500
per share, payable on March 3, 2016. Future dividends will be declared at the discretion of our Board of Directors and will be
subject to capital requirements and availability. 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.
52
Net cash used in investing activities:
Net cash used in investing activities decreased by $70.9 million primarily due to a decrease in shopping center
acquisitions and development expenditures during 2015:
(in thousands)
Cash flows from investing activities:
Acquisition of operating real estate
Advance deposits on acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Collection of notes receivable
Investments in real estate partnerships
Distributions received from investments in real estate
partnerships
Dividends on investments
Acquisition of securities
Proceeds from sale of securities
Net cash used in investing activities
2015
2014
Change
$
(42,983)
(2,250)
(205,103)
108,822
1,719
(20,054)
23,801
243
(31,941)
28,400
$ (139,346)
(112,120)
—
(238,237)
118,787
—
(23,577)
37,152
243
(23,760)
31,222
(210,290)
69,137
(2,250)
33,134
(9,965)
1,719
3,523
(13,351)
—
(8,181)
(2,822)
70,944
Significant investing and divesting activities included:
• We acquired one shopping center in 2015, compared to four during 2014.
• We received proceeds of $108.8 million from the sale of five shopping centers and two out-parcels in 2015,
compared to $118.8 million for eleven shopping centers and six out-parcels in 2015.
• We invested $20.1 million in our unconsolidated partnerships during 2015 to fund our share of maturing mortgage
debt and redevelopment activities. In 2014, we invested $23.6 million to acquire an operating property and to
fund redevelopment activity.
• Distributions from our unconsolidated partnerships include return of capital from sales or financing proceeds. The
$23.8 million received in 2015 includes $12.8 million of proceeds from the sale of one shopping center with a co-
investment partner and $11.0 million of financing proceeds. Distributions in 2014 were from real estate sales
proceeds of $32.1 million and $5.1 million from refinancing a loan.
• Acquisition of securities and proceeds from sale of securities include investments in equity and debt securities.
During 2015, we invested $7.9 million of funds held in our captive insurance subsidiary in available-for-sale
marketable securities. Our insurance subsidiary is required to maintain statutory minimum capital and surplus,
and therefore, our access to these securities may be limited. In 2014, we paid $14.3 million for the acquisition of
AmREIT common stock, and received $22.1 million in proceeds upon the subsequent sale. The remaining activity,
during both 2015 and 2014, primarily relating to our deferred compensation plan.
We plan to continue developing and redeveloping shopping centers for long-term investment purposes. We deployed
capital of $205.1 million for the development, redevelopment, and improvement of our real estate properties as comprised of
the following:
2015
2014
Change
(in thousands)
Capital expenditures:
Land acquisitions for development / redevelopment
$
Building and tenant improvements
Redevelopment costs
Development costs
Capitalized interest
Capitalized direct compensation
5,135
30,103
50,933
100,111
6,740
12,081
34,650
35,759
48,853
98,367
7,141
13,467
Real estate development and capital improvements
$
205,103
238,237
(29,515)
(5,656)
2,080
1,744
(401)
(1,386)
(33,134)
53
• During 2015 we acquired two land parcels for new development projects as compared to six in 2014.
• Building and tenant improvements decreased $5.7 million during the year ended December 31, 2015
primarily related to timing of capital projects.
• Redevelopment expenditures were higher during 2015 due to the timing, magnitude, and number of projects
currently in process. We intend to continuously improve our portfolio of shopping centers through
redevelopment which can include adjacent land acquisition, existing building expansion, new out-parcel
building construction, and tenant improvement costs. The size and scope of each redevelopment project
varies with each redevelopment plan.
• The $1.7 million increase in our development project expenditures was due to the size of and progress on
developments. See the table below for a detail of current and recently completed development projects.
• Capitalized direct compensation represents overhead costs of our development and construction team directly
related to the development projects, with the majority of capitalizable direct compensation costs incurred at or
near inception of a development project. The decreased number and size of projects starting in 2015 as
compared to 2014 resulted in the decrease in capitalized compensation costs. During 2015 we started $106.1
million of development and redevelopment projects as compared to $213.7 million in 2014.
We have a staff of employees who directly support our development and redevelopment program. Internal
compensation costs directly attributable to these activities are capitalized as part of each project as summarized in the table
above. Changes in the level of future development and redevelopment activity could adversely impact results of operations by
reducing the amount of internal costs for development and redevelopment projects that may be capitalized. A 10% reduction in
development and redevelopment activity without a corresponding reduction in the compensation costs directly related to our
development and redevelopment activities could result in an additional charge to net income of $1.4 million per year.
As of December 31, 2015 and 2014, we had seven development projects that were either under construction or in lease
up. The following table summarizes our development projects:
(in thousands, except cost PSF)
December 31, 2015
Property Name
Location
Start Date
Brooklyn Station on Riverside
Jacksonville, FL
Willow Oaks Crossing
CityLine Market
Concord, NC
Richardson, TX
Belmont Shopping Center
Ashburn, VA
The Village at La Floresta
Brea, CA
CityLine Market Phase II
Richardson, TX
Northgate Marketplace Phase II
Medford, OR
Q4-13
Q2-14
Q3-14
Q3-14
Q4-14
Q4-15
Q4-15
$
$
(1) Includes leasing costs, and is net of tenant reimbursements.
(2) Amount represents a weighted average.
Estimated Net
Development
Costs (1)
% of
Costs
Incurred
GLA
Cost
PSF
GLA (1)
Estimated/
Actual Anchor
Opens
15,070
13,777
27,740
28,286
33,116
6,172
39,690
163,851
84%
95%
78%
88%
83%
43%
12%
65%
$
50
69
80
91
87
21
301
200
347
311
381
281
179
577
$
222
284 (2)
Oct-14
Dec-15
Apr-16
Aug-15
Feb-16
May-16
Nov-16
The following table summarizes our completed development projects:
December 31, 2015
(in thousands, except cost PSF)
Property Name
Location
Fountain Square
Persimmon Place
Total
Miami, FL
Dublin, CA
Completion
Date
6/30/2015
9/30/2015
Net
Development
Costs (1)
$
$
55,937
59,976
115,913
GLA
Cost PSF
GLA (1)
177
$
153
330
$
316
392
351
(1) Includes leasing costs, and is net of tenant reimbursements.
54
Net cash used in financing activities:
Net cash flows used in financing activities increased by $178.9 million during 2015 primarily from debt repayments,
net of proceeds from debt and equity issuances, as follows:
(in thousands)
Cash flows from financing activities:
Equity issuances
Stock and operating partnership unit redemptions
(Distributions to) contributions from limited partners in
consolidated partnerships, net
Dividend payments
Unsecured credit facilities, net
Debt issuance
Debt repayment
Other
Net cash used in financing activities
2015
2014
Change
$
198,494
—
102,453
(300)
96,041
300
(5,341)
(202,753)
90,000
238,435
(532,046)
—
$ (213,211)
(5,303)
(193,962)
—
258,378
(195,626)
—
(34,360)
(38)
(8,791)
90,000
(19,943)
(336,420)
—
(178,851)
Significant financing activities during the years ended December 31, 2015 and 2014 include:
• During 2015, the Parent Company issued 2.9 million shares of common stock in an underwritten forward public
equity offering that settled in November 2015 resulting in net proceeds of $185.8 million. Additionally, the Parent
company issued 189,000 shares of common stock through its ATM program at an average price of $67.86 per
share resulting in net proceeds of $12.7 million. During 2014, the Parent Company issued 1.7 million shares of
common stock through our ATM program at an average price of $60.00 per share. The proceeds were used to
repay debt and fund investment activities.
• During 2015, we increased our dividend distribution rate on our common stock and operating partnership units.
• During 2015, we borrowed $90.0 million on our Term Loan, with no such borrowings during 2014.
• During both 2015 and 2014, we issued new $250.0 million fixed rate ten-year unsecured public debt, net of
discount and issuance costs, and received proceeds of $4.3 million and $10 million from a non-recourse property
mortgages during 2015 and 2014, respectively.
• During 2015, we used $532.0 million to repay debt, including $350.0 million to repay our 5.25% fixed rate ten-
year unsecured public debt that matured in August 2015, $100 million to redeem a portion of our 2017 unsecured
public debt in November 2015, $76.2 million to repay three mortgages that matured in 2015, and $5.9 million for
scheduled principal payments. During 2014, we used $195.6 million to repay debt, including $150.0 million to
repay our 4.95% fixed-rate ten-year unsecured public debt that matured, $38.7 million to repay mortgages that
matured in 2014, and $6.9 million for scheduled principal payments.
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2015, 80.3% of our wholly-
owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to
maintain availability on the Line. Our coverage ratio, including our pro-rata share of our partnerships, was 2.8 and 2.5 times
for the trailing four quarters ended December 31, 2015 and December 31, 2014, respectively. We define our coverage ratio as
earnings before interest, taxes, investment transaction profits net of deal costs, depreciation and amortization (“Core EBITDA”)
divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our
preferred stockholders.
Through the end of 2016, we estimate that we will require approximately $198.7 million of cash, including $126.2
million to complete in-process developments and redevelopments, $41.4 million to repay maturing debt, and $31.1 million to
fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of debt. If we start
new developments or redevelop additional shopping centers, our cash requirements will increase. If we refinance maturing
debt, our cash requirements will decrease. To meet our cash requirements, we may utilize cash generated from operations,
proceeds from the sale of real estate, available borrowings from our Line, and when the capital markets are favorable, proceeds
from the sale of equity and the issuance of new long-term debt.
55
We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt or fund
our commitments. Based upon the current capital markets, our current credit ratings, and the number of high quality,
unencumbered properties that we own which could collateralize borrowings, we currently expect that we will successfully issue
new secured or unsecured debt to fund our obligations, as needed.
We have $300.0 million of fixed rate, unsecured debt maturing June 15, 2017. We expect to issue new fixed rate
unsecured debt in 2017. In order to mitigate the risk of interest rate volatility, we previously entered into $220.0 million of
forward starting interest rate swaps to partially hedge the new long-term debt issued in 2017. These interest rate swaps lock in
the 10-year treasury rate and swap spread at a weighted average fixed rate of 3.48%, respectively. A current market based credit
spread applicable to Regency will be added to the locked in fixed rate at time of issuance that will determine the final bond
yield. We will cash settle these forward starting interest rate swaps when we issue the new debt. The actual cash settlement
may differ from the current fair value of these interest rate swaps based on movements in interest rates.
Our Line, Term Loan, and unsecured loans require that we remain in compliance with various covenants, which are
described in Note 9 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2015
and expect to remain in compliance.
Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities and interest rate
swap obligations as described further below and in Note 9 and Note 10 to the Consolidated Financial Statements. We have
shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the
underlying land to us to construct and/or operate a shopping center. In addition, we have non-cancelable operating leases
pertaining to office space from which we conduct our business.
The following table of Contractual Obligations summarizes our debt maturities, including our pro-rata share of
obligations within co-investment partnerships as of December 31, 2015, and excludes the following:
• Recorded debt premiums or discounts that are not obligations;
• Obligations related to construction or development contracts, since payments are only due upon satisfactory
performance under the contracts;
• Letters of credit of $5.9 million issued to cover performance obligations on certain development projects, which will
be satisfied upon completion of the development projects; and
• Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely
within the control of the participant, and are further discussed in Note 14 to the Consolidated Financial Statements.
(in thousands)
Notes payable:
Regency (1)
Regency's share of
joint ventures (1) (2)
Operating leases:
Regency
Subleases:
Regency
Ground leases:
Regency
Regency's share of
joint ventures
Payments Due by Period
2016
2017
2018
2019
2020
Beyond 5
Years
Total
$
135,616
497,180
122,626
329,140
280,824
909,264
$ 2,274,650
59,278
44,641
46,087
39,511
101,004
329,155
619,676
3,707
2,823
2,475
2,203
2,066
10,154
23,428
(123)
(46)
—
—
—
—
(169)
4,866
4,822
4,899
4,903
4,327
243,746
267,563
414
414
414
420
422
41,346
43,430
Total
$
203,758
549,834
176,501
376,177
388,643
1,533,665
$ 3,228,578
(1) Includes interest payments.
(2) We are obligated to contribute our pro-rata share to fund maturities if they are not refinanced. We believe that our
partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the
56
event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment
partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital
call.
Critical Accounting Estimates
Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The
preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities
as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These
accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current
market conditions, and interpretation of industry accounting standards. They are considered to be critical because of their
significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of
different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure
reasonableness; however, the amounts we may ultimately realize could differ from such estimates.
Accounts Receivable and Straight Line Rent
Minimum rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance
and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely
have accounts receivable due from tenants. We are subject to tenant defaults and bankruptcies that may affect the collection of
outstanding receivables. To address the collectability of these receivables, we analyze historical tenant collection rates, write-
off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for
doubtful accounts and straight line rent reserve. Although we estimate uncollectible receivables and provide for them through
charges against income, actual experience may differ from those estimates.
Real Estate Investments
Acquisition of Real Estate Investments
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets
(consisting of land, building, 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 estimated fair value to the applicable assets and liabilities. 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. If, up to one year from the acquisition date,
information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate
adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs
associated with business combinations in the period incurred.
We strategically co-invest with partners to own, manage, acquire, develop and redevelop operating properties. We
analyze our investments in real estate partnerships in order to determine whether the entity should be consolidated. If it is
determined that these investments do not require consolidation because the entities are not variable interest entities (“VIEs”),
we are not considered the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the
limited partners (or non-managing members) have substantive participatory rights, then the selection of the accounting method
used to account for our investments in real estate partnerships is generally determined by our voting interests and the degree of
influence we have over the entity. Management uses its judgment when making these determinations. We use the equity
method of accounting for investments in real estate partnerships when we own 20% or more of the voting interests and have
significant influence but do not have a controlling financial interest, or if we own less than 20% of the voting interests but have
determined that we have significant influence. Under the equity method, we record our investments in and advances to these
entities as investments in real estate partnerships in our consolidated balance sheets, and our proportionate share of earnings or
losses earned by the joint venture is recognized in equity in income (loss) of investments in real estate partnerships in our
consolidated statements of operations.
Development of Real Estate Assets and Cost Capitalization
We capitalize the acquisition of land, the construction of buildings, and other specifically identifiable development
costs incurred by recording them in properties in development in our accompanying Consolidated Balance Sheets. Other
specifically identifiable development costs include pre-development costs essential to the development process, as well as,
57
interest, real estate taxes, and direct employee costs incurred during the development period. Once a development property is
substantially complete and held available for occupancy, these indirect costs are no longer capitalized.
•
•
Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract
deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping
center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we
immediately expense all related capitalized pre-development costs not considered recoverable.
Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to
that portion of the actual development costs expended. We cease interest cost capitalization when the property is no
longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no
event would we capitalize interest on the project beyond 12 months after the anchor opens for business. During the
years ended December 31, 2015, 2014, and 2013, we capitalized interest of $6.7 million, $7.1 million, and $6.1
million, respectively, on our development projects.
• Real estate taxes are capitalized to each development project over the same period as we capitalize interest.
• We have a staff of employees who directly support our development program. All direct internal costs attributable to
these development activities are capitalized as part of each development project. The capitalization of costs is directly
related to the actual level of development activity occurring. During the years ended December 31, 2015, 2014, and
2013, we capitalized $13.8 million, $16.1 million, and $11.7 million, respectively, of direct internal costs incurred to
support our development program.
Valuation of Real Estate Investments
We evaluate whether there are any indicators that have occurred, including property operating performance and
general market conditions, that would result in us determining that the carrying value of our real estate properties (including
any related amortizable intangible assets or liabilities) may not be recoverable. If such indicators 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, costs of tenant
improvements, leasing commissions, anticipated hold period, 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 fair
value. Changes in our disposition strategy or changes in the marketplace 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.
We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including
underlying property operating performance and general market conditions, that the value of our investments in real estate
partnerships may be impaired. An investment in a real estate partnerships is considered impaired only if we determine that its
fair value is less than the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis.
Cash flow projections for the investments consider property level factors, such as expected future operating income, trends and
prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine
if a decrease in the value of our investment is other-than-temporary. These factors include the age of the real estate
partnerships, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the
entity and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is
temporary, no impairment charge is recorded. If our analysis indicates that there is an other-than-temporary impairment related
to the investment in a particular real estate partnership, the carrying value of the investment will be adjusted to an amount that
reflects the estimated fair value of the investment.
The fair value of real estate investments is subjective and is determined through comparable sales information and
other market data if available, or through use of an income approach such as the direct capitalization or the traditional
discounted cash flow methods. Such cash flow projections consider factors such as expected future operating income, trends
and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to management
judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped
land, we generally use market data and comparable sales information.
Derivative Instruments
The Company utilizes financial derivative instruments to manage risks associated with changing interest rates.
Specifically, the Company enters into derivative financial 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 financial instruments are used to manage differences in the amount, timing, and
58
duration of the Company's known or expected cash payments principally related to the Company's borrowings. For additional
information on the Company’s use and accounting for derivatives, see Notes 1 and 10 to the Consolidated Financial Statements.
The Company assesses effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective
portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive
income which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement
of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not
perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. If a cash flow hedge
is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges
is recognized in earnings in the period affected.
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.
Recent Accounting Pronouncements
See Note 1 to Consolidated Financial Statements.
Environmental Matters
We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining to
chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum
storage tanks. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with
current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our
shopping centers or convert them to more environmentally friendly systems. Where available, we have applied and been
accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party
liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also
placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our
environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily
remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.
As of December 31, 2015 we had accrued liabilities of $9.1 million for our pro-rata share of environmental
remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect
on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental
studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or
tenant did not create any material environmental condition not known to us; that the current environmental condition of the
shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third
parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional
environmental liability to us.
Off-Balance Sheet Arrangements
We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities
(other than our unconsolidated investment partnerships) or other persons, also known as variable interest entities, not previously
discussed. Our unconsolidated investment partnership properties have been financed with non-recourse loans. We have no
guarantees related to these loans.
Inflation/Deflation
Inflation has been historically low and has had a minimal impact on the operating performance of our shopping
centers; however, inflation may become a greater concern in the future. Substantially all of our long-term leases contain
provisions designed to mitigate the adverse impact of inflation. Most of our leases require tenants to pay their pro-rata share of
operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our
exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of
less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary
periods or periods of economic weakness, minimum rents and percentage rents will decline as the supply of available retail
59
space exceeds demand and consumer spending declines. Occupancy declines resulting from a weak economic period will also
likely result in lower recovery rates of our operating expenses.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
• We have an $800.0 million Line commitment and a $165.0 million Term Loan commitment, as further described in
Note 9 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon
an annual rate of LIBOR plus 0.925 basis points and our Term Loan has a variable rate of LIBOR plus 0.975 basis
points. Our Line is subject to a fee on the $800.0 million total capacity. LIBOR rates charged on our Line and Term
Loan (collectively our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is
dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured
credit facilities would increase, resulting in higher interest costs.
• We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The
objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and
cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative
financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a
related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our
interest rate swaps are structured solely for the purpose of interest rate protection.
We have $300.0 million of fixed rate, unsecured debt maturing in June 2017. In order to mitigate the risk of interest
rate volatility, we previously entered into $220.0 million of forward starting interest rate swaps to partially hedge the
new debt expected to be issued in 2017. These interest rate swaps lock in the 10-year treasury rate and swap spread at
a weighted average fixed rate of 3.48%. A current market based credit spread applicable to Regency will be added to
the locked in fixed rate at time of issuance that will determine the final bond yield.
We continuously monitor the capital markets and evaluate our ability to issue new debt to repay maturing debt or fund
our commitments. Based upon the current capital markets, our current credit ratings, our current capacity under our unsecured
credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize borrowings,
we expect that we will be able to successfully issue new secured or unsecured debt to fund these debt obligations.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows,
weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2015 (dollars in
thousands). 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, 2015 and are subject to change on a monthly basis. Further, the table below incorporates only those
exposures that exist as of December 31, 2015 and does not consider exposures or positions that could arise after that date.
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.
2016
2017
2018
2019
2020
Thereafter
Total
Fair Value
Fixed rate debt
$ 47,609
422,720
61,969
109,612
205,209
820,601
1,667,720
1,793,200
Average interest rate for all
fixed rate debt (1)
Variable rate LIBOR debt
5.20%
$
—
4.94%
357
4.87%
4.57%
4.25%
4.25%
492
165,517
32,788
—
199,154
165,300
Average interest rate for all
variable rate debt (1)
(1) Average interest rates at the end of each year presented.
1.55%
—%
1.54%
1.80%
2.72%
—%
60
Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Equity for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Capital for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
Notes to Consolidated Financial Statements
Financial Statement Schedule
63
67
68
69
70
72
75
76
77
78
80
82
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2015
116
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.
61 (This page left intentionally blank)
62 Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the
Company) as of December 31, 2015 and 2014, and 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, 2015. In connection with our audits of
the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial
statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Regency Centers Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations
and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Regency Centers Corporation's internal control over financial reporting as of December 31, 2015, based on criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 18, 2016 expressed an unqualified opinion on the effectiveness of the
Company's internal control over financial reporting.
/s/ KPMG LLP
February 18, 2016
Jacksonville, Florida
Certified Public Accountants
63 Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Regency Centers Corporation:
We have audited Regency Centers Corporation's internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Regency Centers Corporation'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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers Corporation maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2015, 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), the
consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2015 and 2014, and 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, 2015, and our report dated February 18, 2016 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
February 18, 2016
Jacksonville, Florida
Certified Public Accountants
64 Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as
of December 31, 2015 and 2014, and 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, 2015. In connection with our audits of the
consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial
statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Regency Centers, L.P. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and
their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2015, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 18, 2016 expressed an unqualified opinion on the effectiveness of the
Partnership's internal control over financial reporting.
/s/ KPMG LLP
February 18, 2016
Jacksonville, Florida
Certified Public Accountants
65 Report of Independent Registered Public Accounting Firm
The Unit Holders of Regency Centers, L.P. and
the Board of Directors and Stockholders of
Regency Centers Corporation:
We have audited Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2015, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Regency Centers, L.P.'s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Partnership's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Regency Centers, L.P. maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2015, 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), the
consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2015 and 2014, and 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, 2015, and our report dated February 18, 2016 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
February 18, 2016
Jacksonville, Florida
Certified Public Accountants
66 REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2015 and 2014
(in thousands, except share data)
Assets
Real estate investments at cost (notes 2 and 3):
Land
Buildings and improvements
Properties in development
Less: accumulated depreciation
Investments in real estate partnerships (note 4)
Net real estate investments
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $5,295 and $4,523 at December 31, 2015 and
2014, respectively
Straight-line rent receivable, net of reserve of $1,365 and $652 at December 31, 2015 and 2014, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $88,694 and $81,822 at December 31, 2015 and 2014,
respectively
Acquired lease intangible assets, less accumulated amortization of $45,639 and $36,112 at December 31,
2015 and 2014, respectively (note 6)
Trading securities held in trust, at fair value (note 14)
Other assets
Total assets
Liabilities and Equity
Liabilities:
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated accretion of $17,555 and $13,993 at December
31, 2015 and 2014, respectively (note 6)
Tenants’ security and escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies (notes 16 and 17)
Equity:
Stockholders’ equity (notes 12 and 13):
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7
shares issued and outstanding at December 31, 2015 and December 31, 2014, with liquidation
preferences of $25 per share
Common stock $0.01 par value per share,150,000,000 shares authorized; 97,212,638 and 94,108,061
shares issued at December 31, 2015 and 2014, respectively
Treasury stock at cost, 417,862 and 425,246 shares held at December 31, 2015 and 2014, respectively
Additional paid in capital
Accumulated other comprehensive loss
Distributions in excess of net income
Total stockholders’ equity
Noncontrolling interests (note 12):
Exchangeable operating partnership units, aggregate redemption value of $10,502 and $9,833 at
December 31, 2015 and 2014, respectively
Limited partners’ interests in consolidated partnerships
Total noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
2015
2014
$ 1,432,468
2,896,396
217,036
4,545,900
1,043,787
3,502,113
306,206
3,808,319
36,856
3,767
32,292
63,392
10,480
1,380,211
2,790,137
239,538
4,409,886
933,708
3,476,178
333,167
3,809,345
113,776
8,013
30,999
55,768
12,132
79,619
71,502
105,380
29,093
21,876
$ 4,191,074
52,365
28,134
15,136
4,197,170
$ 1,707,478
165,000
164,515
42,034
29,427
2,108,454
—
1,946,357
75,000
181,197
32,143
25,991
2,260,688
—
325,000
325,000
972
941
(19,658)
2,742,508
(58,693)
(936,020)
2,054,109
(1,975)
30,486
28,511
2,082,620
$ 4,191,074
(19,382)
2,540,153
(57,748)
(882,372)
1,906,592
(1,914)
31,804
29,890
1,936,482
4,197,170
67
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2015, 2014, and 2013
(in thousands, except per share data)
2015
2014
2013
Revenues:
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other operating expenses
Total operating expenses
Other expense (income):
Interest expense, net of interest income of $1,590, $1,210, and $1,643 in 2015, 2014,
and 2013, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment income, including unrealized losses (gains) of $1,734, $1,058, and
$(2,231) in 2015, 2014, and 2013, respectively (notes 8 and 14)
Gain on remeasurement of investment in real estate partnership
Total other expense (income)
Income from operations before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships (note 4)
Income tax (benefit) of taxable REIT subsidiary
Income from operations
Discontinued operations, net (note 3):
Operating income
Gain on sale of operating properties, net of tax
Income from discontinued operations
Gain on sale of real estate
Net income
Noncontrolling interests:
Exchangeable operating partnership units
Limited partners’ interests in consolidated partnerships
Income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends
Net income attributable to common stockholders
Income per common share - basic (note 15):
Continuing operations
Discontinued operations
Net income attributable to common stockholders
Income per common share - diluted (note 15):
Continuing operations
Discontinued operations
Net income attributable to common stockholders
See accompanying notes to consolidated financial statements.
$
$
$
$
$
$
415,155
3,750
125,295
25,563
569,763
146,829
82,978
65,600
61,855
7,836
365,098
102,622
—
8,239
(625)
—
110,236
94,429
22,508
—
116,937
—
—
—
35,606
152,543
(240)
(2,247)
(2,487)
150,056
(21,062)
128,994
1.37
—
1.37
1.36
—
1.36
390,697
3,488
119,618
24,095
537,898
147,791
77,788
60,242
59,031
8,496
353,348
109,491
1,257
18
(9,449)
(18,271)
83,046
101,504
31,270
(996)
133,770
—
—
—
55,077
188,847
(319)
(1,138)
(1,457)
187,390
(21,062)
166,328
1.80
—
1.80
1.80
—
1.80
353,833
3,583
106,494
25,097
489,007
130,630
71,018
61,234
53,726
8,079
324,687
108,966
6,000
32
(3,257)
—
111,741
52,579
31,718
—
84,297
7,332
57,953
65,285
1,703
151,285
(276)
(1,205)
(1,481)
149,804
(21,062)
128,742
0.69
0.71
1.40
0.69
0.71
1.40
68
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Net income
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Less: reclassification adjustment of derivative instruments included in net income
Available for sale securities
Unrealized (loss) gain on available-for-sale securities
Less: realized gains on sale of available-for-sale securities recognized in net income
Other comprehensive income
Comprehensive income
Less: comprehensive (loss) income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
2015
2014
2013
$
152,543
188,847
151,285
(10,089)
(49,968)
9,152
9,353
30,985
9,433
(43)
—
7,765
(7,765)
(980)
(40,615)
151,563
148,232
2,487
(35)
2,452
1,457
(271)
1,186
—
—
40,418
191,703
1,481
107
1,588
Comprehensive income attributable to the Company
$
149,111
147,046
190,115
See accompanying notes to consolidated financial statements.
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71
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2015
2014
2013
$
152,543
188,847
151,285
Depreciation and amortization
Amortization of deferred loan cost and debt premium
Amortization and (accretion) of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships (note 4)
Gain on remeasurement of investment in real estate partnership
Gain on sale of real estate, net of tax
Provision for impairment
Early extinguishment of debt
Distribution of earnings from operations of investments in real estate partnerships
Settlement of derivative instruments
Gain on derivative instruments
Deferred compensation expense
Realized and unrealized gain on investments (note 8 and 14)
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivable, net
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security and escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Advance deposits on acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Collection of notes receivable
Investments in real estate partnerships (note 4)
Distributions received from investments in real estate partnerships
Dividends on investments
Acquisition of securities
Proceeds from sale of securities
Net cash used in investing activities
146,829
9,677
(1,598)
11,081
(22,508)
—
(35,606)
—
8,239
46,646
(7,267)
—
207
(626)
1,926
(11,965)
(8,231)
(12,949)
(496)
(3,810)
3,545
275,637
(42,983)
(2,250)
(205,103)
108,822
1,719
(20,054)
23,801
243
(31,941)
28,400
(139,346)
147,791
10,521
(3,101)
9,662
(31,270)
(18,271)
(55,077)
1,257
18
42,767
4,648
(13)
1,386
(9,158)
848
(6,225)
(6,544)
(8,252)
89
6,201
1,618
277,742
(112,120)
—
(238,237)
118,787
—
(23,577)
37,152
243
(23,760)
31,222
(210,290)
134,454
12,339
(2,488)
12,191
(31,718)
—
(59,656)
6,000
32
45,377
—
(19)
3,294
(3,293)
(62)
(5,042)
(5,459)
(10,086)
(1,866)
(672)
6,120
250,731
(107,790)
—
(213,282)
212,632
27,354
(10,883)
87,111
194
(19,144)
13,991
(9,817)
72 REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Cash flows from financing activities:
Net proceeds from common stock issuance
Proceeds from sale of treasury stock
Redemption of preferred stock and partnership units
(Distributions to) contributions from limited partners in consolidated partnerships, net
Distributions to exchangeable operating partnership unit holders
Dividends paid to common stockholders
Dividends paid to preferred stockholders
Repayment of fixed rate unsecured notes
Proceeds from issuance of fixed rate unsecured notes, net
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Early redemption costs
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,740, $7,142, and $6,078 in 2015,
2014, and 2013, respectively)
Cash paid for income taxes
Supplemental disclosure of non-cash transactions:
Common stock issued for partnership units exchanged
Real estate received through distribution in kind
Mortgage loans assumed through distribution in kind
Mortgage loans assumed for the acquisition of real estate
Unrealized gain (loss) on available-for-sale securities
Initial fair value of non-controlling interest recorded at acquisition
Acquisition of previously unconsolidated real estate investments
Change in fair value of derivative instruments
Common stock issued for dividend reinvestment plan
Stock-based compensation capitalized
Contributions from limited partners in consolidated partnerships, net
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
See accompanying notes to consolidated financial statements.
2015
2014
2013
198,494
—
—
(5,341)
(299)
(181,392)
(21,062)
(450,000)
248,160
445,000
(355,000)
4,316
(76,168)
(5,878)
(5,998)
(8,043)
(213,211)
(76,920)
113,776
36,856
102,453
—
(300)
(5,303)
(300)
(172,600)
(21,062)
(150,000)
248,705
255,000
(255,000)
12,739
(38,717)
(6,909)
(3,066)
—
(34,360)
33,092
80,684
113,776
99,753
34
—
1,514
(322)
(167,773)
(21,062)
—
—
82,000
(177,000)
36,350
(27,960)
(7,530)
(583)
—
(182,579)
58,335
22,349
80,684
101,527
109,425
107,312
1,015
2,169
—
—
—
—
137
—
—
42,799
103,187
(43)
—
—
—
15,385
16,182
(9,012)
(49,968)
1,250
2,988
13
833
1,651
1,898
1,184
2,707
1,579
779
1,881
4
302
7,576
7,500
—
—
—
—
30,952
1,075
2,188
156
660
1,537
201
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
73 (This page left intentionally blank)
74 REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2015 and 2014
(in thousands, except unit data)
Assets
Real estate investments at cost (notes 2 and 3):
Land
Buildings and improvements
Properties in development
Less: accumulated depreciation
Investments in real estate partnerships (note 4)
Net real estate investments
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $5,295 and $4,523 at December 31, 2015 and
2014, respectively
Straight-line rent receivable, net of reserve of $1,365 and $652 at December 31, 2015 and 2014, respectively
Notes receivable (note 5)
Deferred costs, less accumulated amortization of $88,694 and $81,822 at December 31, 2015 and 2014,
respectively
Acquired lease intangible assets, less accumulated amortization of $45,639 and $36,112 at December 31,
2015 and 2014, respectively (note 6)
Trading securities held in trust, at fair value (note 14)
Other assets
Total assets
Liabilities and Capital
Liabilities:
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated accretion of $17,555 and $13,993 at December
31, 2015 and 2014, respectively (note 6)
Tenants’ security and escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies (notes 16 and 17)
Capital:
Partners’ capital (notes 11 and 12):
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at
December 31, 2015 and 2014, respectively, liquidation preference of $25 per unit
General partner; 97,212,638 and 94,108,061 units outstanding at December 31, 2015 and 2014,
respectively
Limited partners; 154,170 and 154,170 units outstanding at December 31, 2015 and 2014,
respectively
Accumulated other comprehensive loss
Total partners’ capital
Noncontrolling interests (note 12):
Limited partners’ interests in consolidated partnerships
Total noncontrolling interests
Total capital
Total liabilities and capital
See accompanying notes to consolidated financial statements.
2015
2014
$ 1,432,468
2,896,396
217,036
4,545,900
1,043,787
3,502,113
306,206
3,808,319
36,856
3,767
32,292
63,392
10,480
1,380,211
2,790,137
239,538
4,409,886
933,708
3,476,178
333,167
3,809,345
113,776
8,013
30,999
55,768
12,132
79,619
71,502
105,380
29,093
21,876
$ 4,191,074
52,365
28,134
15,136
4,197,170
$ 1,707,478
165,000
164,515
42,034
29,427
2,108,454
—
1,946,357
75,000
181,197
32,143
25,991
2,260,688
—
325,000
325,000
1,787,802
1,639,340
(1,975)
(58,693)
2,052,134
(1,914)
(57,748)
1,904,678
30,486
30,486
2,082,620
$ 4,191,074
31,804
31,804
1,936,482
4,197,170
75
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2015, 2014, and 2013
(in thousands, except per unit data)
2015
2014
2013
Revenues:
Minimum rent
Percentage rent
Recoveries from tenants and other income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other operating expenses
Total operating expenses
Other expense (income):
Interest expense, net of interest income of $1,590, $1,210, and $1,643 in 2015, 2014,
and 2013, respectively (note 9)
Provision for impairment
Early extinguishment of debt
Net investment income, including unrealized losses (gains) of $1,734, $1,058, and
$(2,231) in 2015, 2014, and 2013, respectively (notes 8 and 14)
Gain on remeasurement of investment in real estate partnership
Total other expense (income)
Income from operations before equity in income of investments in real estate
partnerships
Equity in income of investments in real estate partnerships (note 4)
Income tax (benefit) of taxable REIT subsidiary
Income from operations
Discontinued operations, net (note 3):
Operating income
Gain on sale of operating properties, net of tax
Income from discontinued operations
Gain on sale of real estate
Net income
Limited partners’ interests in consolidated partnerships
Net income attributable to the Partnership
Preferred unit distributions
Net income attributable to common unit holders
Income per common unit - basic (note 15):
Continuing operations
Discontinued operations
Net income attributable to common unit holders
Income per common unit - diluted (note 15):
Continuing operations
Discontinued operations
Net income attributable to common unit holders
See accompanying notes to consolidated financial statements.
$
$
$
$
$
$
415,155
3,750
125,295
25,563
569,763
146,829
82,978
65,600
61,855
7,836
365,098
102,622
—
8,239
(625)
—
110,236
94,429
22,508
—
116,937
—
—
—
35,606
152,543
(2,247)
150,296
(21,062)
129,234
1.37
—
1.37
1.36
—
1.36
390,697
3,488
119,618
24,095
537,898
147,791
77,788
60,242
59,031
8,496
353,348
109,491
1,257
18
(9,449)
(18,271)
83,046
101,504
31,270
(996)
133,770
—
—
—
55,077
188,847
(1,138)
187,709
(21,062)
166,647
1.80
—
1.80
1.80
—
1.80
353,833
3,583
106,494
25,097
489,007
130,630
71,018
61,234
53,726
8,079
324,687
108,966
6,000
32
(3,257)
—
111,741
52,579
31,718
—
84,297
7,332
57,953
65,285
1,703
151,285
(1,205)
150,080
(21,062)
129,018
0.69
0.71
1.40
0.69
0.71
1.40
76
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Net income
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Less: reclassification adjustment of derivative instruments included in net income
Available for sale securities
Unrealized (loss) gain on available-for-sale securities
Less: realized gains on sale of available-for-sale securities recognized in net income
Other comprehensive income
Comprehensive income
Less: comprehensive (loss) income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
2015
2014
2013
$
152,543
188,847
151,285
(10,089)
(49,968)
9,152
9,353
30,985
9,433
(43)
—
7,765
(7,765)
(980)
(40,615)
151,563
148,232
2,247
(33)
2,214
1,138
(201)
937
—
—
40,418
191,703
1,205
32
1,237
Comprehensive income attributable to the Partnership
$
149,349
147,295
190,466
See accompanying notes to consolidated financial statements.
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79
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2015
2014
2013
$
152,543
188,847
151,285
Depreciation and amortization
Amortization of deferred loan cost and debt premium
Amortization and (accretion) of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships (note 4)
Gain on remeasurement of investment in real estate partnership
Gain on sale of real estate, net of tax
Provision for impairment
Early extinguishment of debt
Distribution of earnings from operations of investments in real estate partnerships
Settlement of derivative instruments
Gain on derivative instruments
Deferred compensation expense
Realized and unrealized gain on investments (note 8 and 14)
Changes in assets and liabilities:
Restricted cash
Accounts receivable
Straight-line rent receivable, net
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security and escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Advance deposits on acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Collection of notes receivable
Investments in real estate partnerships (note 4)
Distributions received from investments in real estate partnerships
Dividends on investments
Acquisition of securities
Proceeds from sale of securities
Net cash used in investing activities
146,829
9,677
(1,598)
11,081
(22,508)
—
(35,606)
—
8,239
46,646
(7,267)
—
207
(626)
1,926
(11,965)
(8,231)
(12,949)
(496)
(3,810)
3,545
275,637
(42,983)
(2,250)
(205,103)
108,822
1,719
(20,054)
23,801
243
(31,941)
28,400
(139,346)
147,791
10,521
(3,101)
9,662
(31,270)
(18,271)
(55,077)
1,257
18
42,767
4,648
(13)
1,386
(9,158)
848
(6,225)
(6,544)
(8,252)
89
6,201
1,618
277,742
(112,120)
—
(238,237)
118,787
—
(23,577)
37,152
243
(23,760)
31,222
(210,290)
134,454
12,339
(2,488)
12,191
(31,718)
—
(59,656)
6,000
32
45,377
—
(19)
3,294
(3,293)
(62)
(5,042)
(5,459)
(10,086)
(1,866)
(672)
6,120
250,731
(107,790)
—
(213,282)
212,632
27,354
(10,883)
87,111
194
(19,144)
13,991
(9,817)
80 REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2015, 2014, and 2013
(in thousands)
Cash flows from financing activities:
Net proceeds from common units issued as a result of common stock issued by Parent
Company
Proceeds from sale of treasury stock
Redemption of preferred partnership units
(Distributions to) contributions from limited partners in consolidated partnerships, net
Distributions to partners
Distributions to preferred unit holders
Repayment of fixed rate unsecured notes
Proceeds from issuance of fixed rate unsecured notes, net
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Early redemption costs
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,740, $7,142, and $6,078 in 2015,
2014, and 2013, respectively)
Cash paid for income taxes
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged
Real estate received through distribution in kind
Mortgage loans assumed through distribution in kind
Mortgage loans assumed for the acquisition of real estate
Unrealized gain (loss) on available-for-sale securities
Initial fair value of non-controlling interest recorded at acquisition
Acquisition of previously unconsolidated real estate investments
Change in fair value of derivative instruments
Common stock issued by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Contributions from limited partners in consolidated partnerships, net
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
See accompanying notes to consolidated financial statements.
2015
2014
2013
198,494
—
—
(5,341)
(181,691)
(21,062)
(450,000)
248,160
445,000
(355,000)
4,316
(76,168)
(5,878)
(5,998)
(8,043)
(213,211)
(76,920)
113,776
36,856
102,453
—
(300)
(5,303)
(172,900)
(21,062)
(150,000)
248,705
255,000
(255,000)
12,739
(38,717)
(6,909)
(3,066)
—
(34,360)
33,092
80,684
113,776
99,753
34
—
1,514
(168,095)
(21,062)
—
—
82,000
(177,000)
36,350
(27,960)
(7,530)
(583)
—
(182,579)
58,335
22,349
80,684
101,527
109,425
107,312
1,015
2,169
—
—
—
—
137
—
—
42,799
103,187
(43)
—
—
—
15,385
16,182
(9,012)
(49,968)
1,250
2,988
13
833
1,651
1,898
1,184
2,707
1,579
779
1,881
4
302
7,576
7,500
—
—
—
—
30,952
1,075
2,188
156
660
1,537
201
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
81 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
1.
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation
General
Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust
(“REIT”) in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The
Parent Company engages in the ownership, management, leasing, acquisition, and development of retail
shopping centers through the Operating Partnership, and has no other assets or liabilities other than through
its investment in the Operating Partnership. The Parent Company guarantees all of the unsecured debt and
21.4% of the secured debt of the Operating Partnership. As of December 31, 2015, the Parent Company, the
Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or
“Regency”) directly owned 200 retail shopping centers and held partial interests in an additional 118 retail
shopping centers through investments in real estate partnerships (also referred to as "joint ventures" or "co-
investment partnerships").
Estimates, Risks, and Uncertainties
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted
Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The most significant estimates in the Company's
financial statements relate to the net carrying values of its real estate investments, accounts receivable, and
straight line rent receivable. 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.
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 interest. Investments in real estate partnerships not controlled by the Company are
accounted for under the equity method. All significant inter-company balances and transactions are
eliminated in the consolidated financial statements.
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding and two series of preferred stock
outstanding (“Series 6 and 7 Preferred Stock”). The dividends on the Series 6 and 7 Preferred Stock are
cumulative and payable in arrears quarterly.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of
December 31, 2015, the Parent Company owned approximately 99.8% or 97,212,638 of the 97,366,808
outstanding common Partnership Units of 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.
Investments in Real Estate Partnerships
Investments in real estate partnerships not controlled by the Company are accounted for under the equity
method. The accounting policies of the real estate partnerships are consistent with the Company's accounting
policies. Income or loss from these real estate partnerships, which includes all operating results (including
impairment losses) and gains on sales of properties within the joint ventures, is allocated to the Company in
82 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
accordance with the respective partnership agreements. Such allocations of net income or loss are recorded in
equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of
Operations. The net difference in the carrying amount of investments in real estate partnerships and the
underlying equity in net assets is either accreted to income 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 in lives from 10 to 40 years, or recognized at
liquidation if the joint venture agreement includes a unilateral right to elect to dissolve the real estate
partnership and, upon such an election, receive a distribution in-kind, as discussed further below.
Cash distributions of earnings from operations from investments in real estate partnerships are presented in
cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a
property included in investments in real estate partnerships are presented in cash flows provided by investing
activities in the accompanying Consolidated Statements of Cash Flows.
The Company evaluates the structure and the substance of its investments in the real estate partnerships to
determine if they are variable interest entities. The Company has concluded that these partnership
investments are not variable interest entities. Further, the joint venture partners in the real estate partnerships
have significant ownership rights, including approval over operating budgets and strategic plans, capital
spending, sale or financing, and admission of new partners. Upon formation of the joint ventures, the
Company, through the Operating Partnership, also became the managing member, responsible for the day-to-
day operations of the real estate partnerships. In accordance with the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 810, the Company evaluated its investment in
each real estate partnership and concluded that the other partners have kick-out rights and/or substantive
participating rights and, therefore, the Company has concluded that the equity method of accounting is
appropriate for these investments and they do not require consolidation. Under the equity method of
accounting, investments in real estate partnerships are initially recorded at cost, subsequently increased for
additional contributions and allocations of income, and reduced for distributions received and allocations of
loss. These investments are included in the consolidated financial statements as investments in real estate
partnerships.
Noncontrolling Interests
The Company consolidates all entities in which it has a controlling ownership interest. A controlling
ownership interest is typically attributable to the entity with a majority voting interest. Noncontrolling
interest is the portion of equity, in a subsidiary or consolidated entity, not attributable, directly or indirectly to
the Company. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity or
capital, but separately from stockholders' equity or partners' capital. On the Consolidated Statements of
Operations, all of the revenues and expenses from less-than-wholly-owned consolidated subsidiaries are
reported in net income, including both the amounts attributable to the Company and noncontrolling interests.
The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are
clearly identified on the accompanying Consolidated Statements of Operations.
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 preferred and common stockholders of the Parent Company: (i) the limited
Partnership Units in the Operating Partnership held by third parties (“Exchangeable operating partnership
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 stockholders' equity, in the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive
Income (Loss). 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 (Loss) of the Parent Company.
In accordance with the FASB ASC Topic 480, securities that are redeemable for cash or other assets at the
option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling
interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated
the conditions as specified under the FASB ASC Topic 480 as it relates to exchangeable operating partnership
83 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by
delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is
exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require
redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable
by the holders. 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. 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 (Loss) of the
Operating Partnership.
(b)
Revenues and Accounts Receivable
Leasing Revenue and Receivables
The Company leases space to tenants under agreements with varying terms. Leases are accounted
for as operating leases with minimum rent recognized on a straight-line basis over the term of the
lease regardless of when payments are due. The Company estimates the collectibility of the
accounts receivable related to base rents, straight-line rents, expense reimbursements, and other
revenue taking into consideration the Company's historical write-off experience, tenant credit-
worthiness, current economic trends, and remaining lease terms.
The Company recorded the following provisions for doubtful accounts:
(in thousands)
Year ended December 31,
2015
2014
2013
Gross provision for doubtful accounts
$
2,364
Amount included in discontinued operations
—
2,192
—
1,841
53
The following table represents the components of accounts receivable, net of allowance for doubtful
accounts, in the accompanying Consolidated Balance Sheets:
(in thousands)
Billed tenant receivables
Accrued CAM, insurance and tax
reimbursements
Other receivables
Less: allowance for doubtful accounts
Total accounts receivable, net
December 31,
2015
2014
$
$
14,521
12,358
10,708
(5,295)
32,292
10,583
15,369
9,570
(4,523)
30,999
More than half of all of the lease agreements with anchor tenants contain provisions that provide for
additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized
when the tenants achieve the specified targets as defined in their lease agreements. Substantially all
lease agreements contain provisions for reimbursement of the tenants' share of real estate taxes,
insurance and common area maintenance (“CAM”) costs. Recovery of real estate taxes, insurance,
and CAM costs are recognized as the respective costs are incurred in accordance with the lease
agreements.
84 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
As part of the leasing process, the Company may provide the lessee with an allowance for the
construction of leasehold improvements. These leasehold improvements are capitalized and
recorded as tenant improvements, and depreciated over the shorter of the useful life of the
improvements or the 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 minimum rent. 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. When the Company is the owner of the
leasehold improvements, recognition of lease revenue commences when the lessee is given
possession of the leased space upon completion of tenant improvements. However, when the
leasehold improvements are owned by the tenant, the lease inception date is the date the tenant
obtains possession of the leased space for purposes of constructing its leasehold improvements.
Real Estate Sales
Profits from sales of real estate are recognized under the full accrual method by the Company when:
(i) a sale is consummated; (ii) the buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, is
not subject to future subordination; (iv) the Company has transferred to the buyer the usual risks and
rewards of ownership; and (v) the Company does not have substantial continuing involvement with
the property.
The Company sells shopping centers to joint ventures in exchange for cash equal to the fair value of
the ownership interest of its partners. The Company accounts for those sales as “partial sales” and
recognizes gains on those partial sales in the period the properties were sold to the extent of the
percentage interest sold, and in the case of certain real estate partnerships, applies a more restrictive
method of recognizing gains, as discussed further below.
As of December 31, 2015, five of the Company's joint ventures (“DIK-JV”) give each partner the
unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a
distribution in-kind (“DIK”) of the assets of the real estate partnership equal to their respective
capital account, which could include properties the Company previously sold to the real estate
partnership.
Because the contingency associated with the possibility of receiving a particular property back upon
liquidation is not satisfied at the property level, but at the aggregate level, no deferred gain is
recognized on an individual property sold by the DIK-JV to a third party or received by the
Company upon actual dissolution. Instead, the property received upon dissolution is recorded at the
carrying value of the Company's investment in the DIK-JV on the date of dissolution. However, the
deferred gain is recognized if and when all such properties in the DIK-JV are sold to a third party.
Management Services
The Company is engaged under agreements with its joint venture partners to provide asset
management, property management, leasing, investing, and financing services for such 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 as services are rendered, when fees due are determinable, and collectibility is reasonably
assured. The Company also receives transaction fees, as contractually agreed upon with a joint
venture, which include fees such as acquisition fees, disposition fees, “promotes”, or “earnouts”,
which are recognized as services are rendered, when fees due are determinable, and collectibility is
reasonably assured.
85 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
(c)
Real Estate Investments
Capitalization and Depreciation
Maintenance and repairs that do not improve or extend the useful lives of the respective assets are
recorded in operating and maintenance expense.
Depreciation is computed using the straight-line method over estimated useful lives of
approximately 40 years for buildings and improvements, the shorter of the useful life or the
remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven
years for furniture and equipment.
Development Costs
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to
development activities are capitalized into properties in development on the accompanying
Consolidated Balance Sheets. Properties in development are defined as properties that are in the
construction or initial lease-up phase. The capitalized costs include pre-development costs essential
to the development of the property, development costs, construction costs, interest costs, real estate
taxes, and allocated direct employee costs incurred during the period of development. Interest costs
are capitalized into each development project based upon applying the Company's weighted average
borrowing rate to that portion of the actual development costs expended. The Company discontinues
interest and real estate tax capitalization when the property is no longer being developed or is
available for occupancy upon substantial completion of tenant improvements, but in no event would
the Company capitalize interest on the project beyond 12 months after substantial completion of the
building shell.
Land held for future development represents projects not in construction, but identified and available
for future development based on market demand for a new shopping center.
Pre-development costs represent the costs the Company incurs prior to land acquisition including
contract deposits, as well as legal, engineering, and other external professional fees related to
evaluating the feasibility of developing a shopping center. As of December 31, 2015 and 2014, the
Company had refundable deposits of approximately $1.3 million and $375,000, respectively,
included in pre-development costs. If the Company determines that the development 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, 2015, 2014, and 2013, the Company
expensed pre-development costs of approximately $1.7 million, $2.3 million, and $528,000,
respectively, in other operating expenses in the accompanying Consolidated Statements of
Operations.
Acquisitions
The Company and the real estate partnerships account for business combinations using the
acquisition method by recognizing and measuring the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at their acquisition date fair values. The
Company expenses transaction costs associated with business combinations in the period incurred.
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 amortization expense over the remaining expected term of the respective leases.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Above-market and below-market in-place lease values for acquired properties are recorded based on
the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-
place leases and (ii) management's estimate of fair market lease rates for 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 minimum rent over the remaining terms of the respective leases and the value of below-market
leases is accreted to minimum rent 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 the 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 an operating property or a property in development as held-for-sale upon
satisfaction of 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 at a price that is reasonable in relation to its
current fair value, 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. Operating properties
held-for-sale are carried at the lower of cost or fair value less costs to sell.
Discontinued Operations
On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board
("FASB") Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements
(Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and
Disclosures of Disposals of Components of an Entity, and all sales will be recorded in accordance
with the ASU. The amendments in the ASU change the requirements for reporting discontinued
operations. Under the guidance, only disposals representing a strategic shift in operations should be
presented as discontinued operations.
Prior to January 1, 2014, when the Company sold a property or classified a property as held-for-sale
and would not have significant continuing involvement in the operation of the property, the
operations of the property were eliminated from ongoing operations and classified in discontinued
operations.
Impairment
We evaluate whether there are any indicators, including property operating performance and general
market conditions, that the value of the real estate properties (including any related amortizable
intangible assets or liabilities) may not be recoverable. Through the evaluation, 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, costs of tenant improvements, leasing commissions,
anticipated 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 our disposition strategy or changes in the marketplace 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. To the extent that 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 fair value. If such indicators are not identified,
management will not assess the recoverability of a property's carrying value. 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.
87 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The fair value of real estate assets is subjective and is determined 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 traditional discounted cash flow approach. Such cash flow
projections consider factors such as expected future operating income, trends and prospects, as well
as the effects of demand, competition and other factors, and therefore is subject to management
judgment and changes in those factors could impact the determination of fair value. In estimating
the fair value of undeveloped land, the Company generally uses market data and comparable sales
information.
A loss in value of investments in real estate partnerships under the equity method of accounting,
other than a temporary decline, must be recognized in the period in which the loss occurs. If
management identifies indicators that the value of the Company's investment in real estate
partnerships may be impaired, it evaluates the investment by calculating the fair value of the
investment by discounting estimated future cash flows over the expected term of the investment.
Tax Basis
The net tax basis of the Company's real estate assets exceeds the book basis by approximately
$183.9 million and $129.7 million at December 31, 2015 and 2014, respectively, primarily due to the
property impairments recorded for book purposes and the cost basis of the assets acquired and their
carryover basis recorded for tax purposes.
(d)
Cash and Cash Equivalents
Any instruments which have an original maturity of 90 days or less when purchased are considered cash
equivalents. As of December 31, 2015 and 2014, $3.8 million and $8.0 million, respectively, of cash was
restricted through escrow agreements and certain mortgage loans.
(e)
Securities
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. Debt securities are
classified as held to maturity when the Company has the positive intent and ability to hold the securities to
maturity. Marketable 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 in earnings. Debt and marketable equity 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. The fair value of securities is determined using quoted market prices.
(f)
Deferred Costs
Deferred costs include leasing costs and loan costs, net of accumulated amortization. Such costs are
amortized over the periods through lease expiration or loan maturity, respectively. If the lease is terminated
early, or if the loan is repaid prior to maturity, the remaining leasing costs or loan costs are written off.
Deferred leasing costs consist of internal and external commissions associated with leasing the Company's
shopping centers. The following table represents the components of deferred costs, net of accumulated
amortization, in the accompanying Consolidated Balance Sheets:
(in thousands)
Deferred leasing costs, net
Deferred loan costs, net
Total deferred costs, net
December 31,
2015
2014
$
$
66,367
13,252
79,619
60,889
10,613
71,502
88 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
(g)
Derivative Financial 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 financial
instruments. Specifically, the Company enters into derivative financial 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 financial
instruments are used to manage differences 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 changes in the fair value of an asset, liability, or firm commitment attributable to a
particular risk, such as interest rate risk, are considered fair value hedges. 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 recognition of the changes in the fair
value of the hedged asset or liability attributable to the hedged risk in a fair value hedge or 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 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 gains or losses resulting from changes in fair value of derivatives that
qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective
portion of the derivative's change in fair value is recognized in the Statements of Operations as interest
expense. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized through earnings
over the underlying term of the hedged transaction.
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.
The cash receipts or payments to settle interest rate swaps are presented in cash flows provided by operating
activities in the accompanying Consolidated Statements of Cash Flows.
(h)
Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal
Revenue Code (the “Code”). As a REIT, the Parent Company will generally not be subject to federal income
tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Regency Realty
Group, Inc. (“RRG”), a wholly-owned subsidiary of the Operating Partnership, is a Taxable REIT Subsidiary
(“TRS”) as defined in Section 856(l) of the Code. RRG is subject to federal and state income taxes and files
separate tax returns. As a pass through entity, the Operating Partnership's taxable income or loss is reported
by its partners, of which the Parent Company, as general partner and approximately 99.8% owner, is allocated
its pro-rata share of tax attributes.
89 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences
are expected to be recovered or settled.
Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income
reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases
of the shopping centers, as well as other timing differences.
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 (2012 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.
(i)
Earnings per Share and Unit
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.
(j)
Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes
stock-based compensation based on the grant-date fair value of the award and the cost of the stock-based
compensation is expensed over the vesting period.
When the Parent Company issues common shares as compensation, it receives a like number of common
units from the Operating Partnership. The Company is committed to contributing to the Operating
Partnership all proceeds from the exercise of stock options or other share-based awards granted under the
Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in
the Operating Partnership will increase based on the amount of proceeds contributed to the Operating
Partnership for the common units it receives. As a result of the issuance of common units to the Parent
Company for stock-based compensation, the Operating Partnership accounts for stock-based compensation in
the same manner as the Parent Company.
(k)
Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or through joint
ventures. 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 reinvested into higher quality retail shopping centers, through
acquisitions or new developments, 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 reviews
operating and financial data for each property on an individual basis; therefore, the Company defines an
operating segment as its individual properties. The individual properties have been aggregated into one
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
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.
(l)
Business Concentration
No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the
United States.
(m)
Fair Value of Assets and Liabilities
Fair value is a market-based measurement, not an entity-specific measurement. 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:
•
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Company has the ability to access.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's
own assumptions, as there is little, if any, related market activity.
The Company also remeasures 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 remeasurement
event occurs.
(n)
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from
Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue it expects
to be entitled to for the transfer of promised goods or services to customers. The ASU will replace most
existing revenue recognition guidance in U.S. GAAP and will be effective for the Company on January 1,
2018, with adoption as early as January 1, 2017 permitted. The standard permits the use of either the
retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09
will have on its consolidated financial statements and related disclosures and has not yet selected a transition
method nor has it determined the effect of the standard on its ongoing financial reporting.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern
(Topic 205-40), which provides guidance on determining when and how reporting entities must disclose
going concern uncertainties in their financial statements. The new standard requires management to perform
interim and annual assessments of its ability to continue as a going concern within one year of the date of
issuance of the entity's financial statements. The Company must provide certain disclosures if there is a
"substantial doubt about the entity's ability to continue as a going concern." The standard becomes effective
for annual periods ending after December 15, 2016 and interim and annual periods thereafter; early adoption
is permitted. The Company will adopt the standard for the annual period ending December 31, 2016 and will
not have a material impact on the Company's financial position or results of operations, but may result in
additional disclosures.
In November 2014, the FASB issued ASU 2014-16, “Determining Whether the Host Contract in a Hybrid
Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”).
ASU 2014-16 clarifies how current GAAP should be interpreted in evaluating the economic characteristics
and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Entities
commonly raise capital by issuing different classes of shares, including preferred stock, that entitle the
91 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
holders to certain preferences and rights over the other shareholders. The specific terms of those shares may
include conversion rights, redemption rights, voting rights, and liquidation and dividend payment preferences,
among other features. One or more of those features may meet the definition of a derivative under GAAP.
Shares that include such embedded derivative features are referred to as hybrid financial instruments. The
objective of this update is to eliminate the use of different methods in practice and thereby reduce existing
diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The
amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2015. ASU 2014-16 is effective for fiscal years and interim periods beginning after December
15, 2015. We do not expect the adoption of ASU 2014-16 to have a material impact on our consolidated
financial statements.
In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (Topic
810), which requires amendments to both the variable interest entity ("VIE") and voting models. The
amendments (i) rescind the indefinite deferral of certain aspects of accounting standards relating to
consolidations and provide a permanent scope exception for registered money market funds and similar
unregistered money market funds, (ii) modify the identification of variable interests (fees paid to a decision
maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary
beneficiary determination under the VIE model, and (iii) eliminate the presumption within the current voting
model that a general partner controls a limited partnership or similar entity. The new guidance is effective for
annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015
with early adoption permitted. The amendments may be applied using either a modified retrospective or full
retrospective approach. The adoption of this standard during the first quarter of 2016 will not have a material
impact on the Company's financial position or results of operations, but may result in additional disclosures.
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which
simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized
debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt
liability, consistent with debt discounts. The amendments in this ASU are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years with
early adoption permitted. The Company will adopt this ASU in the first quarter of 2016, which will result in
a decrease to total assets and liabilities of the net unamortized balance of debt issuance costs, which is $8.2
million at December 31, 2015, exclusive of the line of credit costs. Debt issue costs related to the line of
credit will remain in deferred costs.
2.
Real Estate Investments
Acquisitions
The following tables detail the shopping centers acquired or land acquired for development. The real estate operations
acquired are not considered material to Company, individually or in the aggregate. Additionally, as of December 31,
2015, the Company had $2.3 million in deposits toward the potential acquisition of operating properties.
(in thousands)
Date
Purchased
Property Name
City/State
Property Type
Purchase
Price
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
Year ended December 31, 2015
9/1/2015
University Commons
Boca Raton, FL
Operating
$ 80,500
42,799
64,482
14,039
10/9/2015
CityLine Market Ph II
Dallas, TX
Development
12/29/2015 Northgate Ph II
Medford, OR
Development
2,157
4,000
—
—
—
—
—
—
Total property acquisitions
$ 86,657
42,799
64,482
14,039
92 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Year ended December 31, 2014
Property Name
City/State
Property Type
Purchase
Price
1/31/2014
Persimmon Place
Development
$ 14,200
Shops at Mira Vista
Fairfield Portfolio (1)
Dublin, CA
Austin, TX
Fairfield, CT
Operating
Operating
149,344
77,730
Debt
Assumed,
Net of
Premiums
—
319
(in thousands)
Date
Purchased
2/14/2014
3/7/2014
6/2/2014
Willow Oaks Crossing Concord, NC
Development
7/15/2014
Clybourn Commons
Chicago, IL
Operating
9/10/2014
Belmont Chase
Ashburn, VA
Development
9/19/2014
10/24/2014
CityLine Market
East San Marco (2)
Dallas, TX
Development
Jacksonville, FL Development
22,500
3,342
19,000
4,300
4,913
5,223
Intangible
Assets
Intangible
Liabilities
—
2,329
12,650
—
1,686
—
—
—
—
—
291
5,601
—
3,298
—
—
—
—
—
—
—
—
—
—
12/4/2014
The Village at La
Floresta
12/16/2014
Indian Springs (3)
Total property acquisitions
Brea, CA
Development
6,750
Houston, TX
Operating
53,156
25,138
3,867
1,612
$ 282,728
103,187
20,532
10,802
(1) On March 7, 2014, the Company acquired an 80% controlling interest in the Fairfield Portfolio, consisting of three
operating properties located in Fairfield, CT. As a result of consolidation, the Company recorded the non-controlling
interest of approximately $15.4 million at fair value.
(2) On October 24, 2014, Regency acquired the remaining 50% interest and gained control of this previously
unconsolidated investment in real estate partnership that owns land for development. The $5.2 million purchase price
includes the consideration paid to purchase the other partners interest as well as Regency's carrying value in the
partnership.
(3) On December 16, 2014, Regency acquired the remaining 50% interest and gained control of this previously
unconsolidated investment in real estate partnership that owns a single operating property. As the operating property
constitutes a business, acquisition of control was accounted for as a step acquisition and the net assets acquired were
recognized at fair value. A gain of $18.3 million was recognized upon remeasurement as the difference between the
fair value, of $14.1 million, and the carrying value of the Company's previously held equity interest. The fair value
was measured based on an income approach, using rental growth rate of 3.0%, a discount rate of 7.0%, and a terminal
cap rate of 6.1%.
The following table details the weighted average amortization and net accretion periods of intangible assets and
liabilities arising from acquisitions during:
(in years)
Assets:
In-place leases
Above-market leases
Below-market ground leases
Liabilities:
Year ended December 31,
2015
2014
14.7
12.3
57.4
4.9
3.9
41.2
Acquired lease intangible liabilities
18.1
12.7
93 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
3.
Property Dispositions
Dispositions
The following table provides a summary of shopping centers and land out-parcels disposed of:
(in thousands)
2015
2014
2013
Net proceeds from sale of real estate investments
Gain on sale of real estate
Number of operating properties sold
Number of land out-parcels sold
$
$
108,822
35,606
5
2
118,787
55,077
11
6
212,632
59,656
12
10
Year ended December 31,
As a result of adopting ASU No. 2014-08, there were no discontinued operations for the years ended December 31,
2015 and 2014 as none of the sales during those years represented a strategic shift that would qualify as discontinued
operations. Therefore, the following table provides a summary of revenues and expenses from properties included in
discontinued operations for 2013 only:
(in thousands)
Revenues
Operating expenses
Operating income from discontinued operations
Year ended
December 31,
2013
$
$
14,924
7,592
7,332
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
(in thousands)
GRI - Regency, LLC (GRIR) (1)
Columbia Regency Retail Partners, LLC (Columbia I)
(1)
Columbia Regency Partners II, LLC (Columbia II) (1)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal) (1)
US Regency Retail I, LLC (USAA) (1)
Other investments in real estate partnerships
40.00%
20.00%
20.00%
30.00%
25.00%
20.01%
50.00%
73
9
14
1
7
8
6
December 31, 2015
Regency's
Ownership
Number
of
Properties
Total
Investment
Total Assets
of the
Partnership
Net Income
of the
Partnership
The
Company's
Share of Net
Income of
the
Partnership
$
220,099
1,744,017
45,761
18,148
(1,396)
(278)
15,255
8,496
11,857
17,967
161
32,371
175,044
290,064
100,124
145,213
112,225
108,698
3,794
2,195
2,316
4,011
4,067
755
643
576
807
1,857
22,508
Total investments in real estate partnerships
118
$
306,206
2,675,385
60,748
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
(in thousands)
GRI - Regency, LLC (GRIR) (1)
Columbia Regency Retail Partners, LLC (Columbia I)
(1)
Columbia Regency Partners II, LLC (Columbia II) (1)
Cameron Village, LLC (Cameron)
RegCal, LLC (RegCal) (1)
US Regency Retail I, LLC (USAA) (1)
Other investments in real estate partnerships
Regency's
Ownership
40.00%
20.00%
20.00%
30.00%
25.00%
20.01%
50.00%
December 31, 2014
Number
of
Properties
Total
Investment
Total Assets
of the
Partnership
Net Income
of the
Partnership
The
Company's
Share of Net
Income of
the
Partnership
74
10
14
1
7
8
6
$
247,175
1,829,116
33,032
13,727
15,916
9,343
12,114
13,354
806
34,459
199,427
300,028
100,625
149,457
115,660
113,189
7,173
1,211
3,393
4,012
2,872
1,431
233
1,008
966
567
27,773
13,338
Total investments in real estate partnerships
31,270
(1) These partnership agreements have a unilateral right for election to dissolve the partnership and receive a DIK upon
liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain
recognized on property sales to these partnerships. During 2015 and 2014, the Company did not sell any properties to
these real estate partnerships, and accordingly, the Restricted Gain Method was not applied.
2,807,502
333,167
79,466
120
$
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as
follows:
(in thousands)
Investments in real estate, net
Acquired lease intangible assets, net
Other assets
Total assets
Notes payable
Acquired lease intangible liabilities, net
Other liabilities
Capital - Regency
Capital - Third parties
Total liabilities and capital
December 31,
2015
2,497,770
43,469
134,146
2,675,385
1,401,977
23,826
66,061
414,681
768,840
2,675,385
$
$
$
$
2014
2,620,583
50,763
136,156
2,807,502
1,462,790
28,991
67,093
442,050
806,578
2,807,502
The following table reconciles the Company's capital recorded by the unconsolidated partnerships to the Company's
investments in real estate partnerships reported in the accompanying consolidated balance sheet:
(in thousands)
Capital - Regency
less: Impairment of investment in real estate partnerships
less: Ownership percentage or Restricted Gain Method deferral
less: Net book equity in excess of purchase price
Investments in real estate partnerships
December 31,
2015
2014
$
$
414,681
(1,300)
(28,972)
(78,203)
306,206
442,050
(1,300)
(29,380)
(78,203)
333,167
95 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as
follows:
(in thousands)
Total revenues
Operating expenses:
Depreciation and amortization
Operating and maintenance
General and administrative
Real estate taxes
Other operating expenses
Total operating expenses
Other expense (income):
Interest expense, net
Gain on sale of real estate
Provision for impairment
Early extinguishment of debt
Preferred return on equity investment
Other expense (income)
Total other expense (income)
Net income of the Partnerships
The Company's share of net income of the
Partnerships
$
$
Acquisitions
Year ended December 31,
2014
2013
2015
$
363,745
361,103
378,670
111,648
117,780
125,363
51,970
5,292
43,769
2,989
55,216
5,503
42,380
2,234
55,423
7,385
45,451
1,725
215,668
223,113
235,347
79,477
(2,766)
9,102
—
—
1,516
87,329
60,748
22,508
84,155
(28,856)
2,123
114
—
988
58,524
79,466
31,270
95,505
(15,695)
—
(1,780)
(4,499)
(1,258)
72,273
71,050
31,718
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated
real estate partnerships, which had no acquisitions for the year ended December 31, 2015.
(in thousands)
Year ended December 31, 2014
Date
Purchased
Property Name
City/State
Property
Type
12/30/2014
Broadway
Seattle, WA
Operating
Total property acquisitions
Co-
investment
Partner
Columbia
II
Ownership
%
Purchase
Price
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
20.00%
$
$
43,000
43,000
—
—
7,604
7,604
3,487
3,487
Dispositions
The following table provides a summary of shopping centers and land out-parcels disposed of through our
unconsolidated real estate partnerships:
(in thousands)
Proceeds from sale of real estate investments
Gain on sale of real estate
The Company's share of gain on sale of real estate
Number of operating properties sold
Number of land out-parcels sold
Year ended December 31,
2015
2014
2013
$
$
$
39,459
2,766
1,108
2
0
88,106
28,856
13,615
6
2
145,295
15,695
3,847
15
3
96 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as
of December 31, 2015 were as follows:
Scheduled Principal Payments and Maturities by Year:
2016
2017
2018
2019
2020
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total notes payable
Scheduled
Principal
Payments
$
16,614
17,517
18,696
17,934
14,826
20,001
—
$ 105,588
Mortgage Loan
Maturities
84,875
77,385
67,022
65,939
222,199
770,424
(1,215)
1,286,629
Unsecured
Maturities
—
9,760
—
—
—
—
—
9,760
Total
101,489
104,662
85,718
83,873
237,025
790,425
(1,215)
1,401,977
Regency’s
Pro-Rata
Share
37,238
23,874
27,655
21,618
85,506
295,357
(488)
490,760
These loans are all non-recourse. Maturities will be repaid from proceeds from refinancing and partner capital
contributions. The Company is obligated to contribute its pro-rata share to fund maturities if the loans are not
refinanced. 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 co-investment partner was unable to fund its share of the capital
requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the
defaulting partner the amount of its capital call.
Management fee income
In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive
fees, as follows:
(in thousands)
Asset management, property management, leasing, and
investment and financing services
Year ended December 31,
2015
2014
2013
$
24,519
22,983
24,153
5.
Notes Receivable
The Company had notes receivable of $10.5 million and $12.1 million at December 31, 2015 and 2014, respectively.
The remaining single loan has a fixed interest rate of 7.0% with a maturity date of January 2019 and is secured by real
estate held as collateral.
97 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
6.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles:
(in thousands)
In-place leases
Above-market leases
Below-market ground leases
Total intangible assets
Accumulated amortization
Acquired lease intangible assets, net
Acquired lease intangible liabilities
Accumulated accretion
Acquired lease intangible liabilities, net
December 31,
2015
2014
$
$
$
$
$
77,691
14,841
58,487
151,019
(45,639)
105,380
59,589
(17,555)
42,034
71,696
15,020
1,761
88,477
(36,112)
52,365
46,136
(13,993)
32,143
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
Year ended December 31,
(in thousands)
2015
2014
2013
In-place lease amortization
Above-market lease amortization (1)
Below-market ground lease amortization (3)
$
9,141
1,950
351
10,365
1,795
23
Acquired lease intangible asset amortization
$
11,442
12,183
7,441
1,246
22
8,709
Remaining Weighted
Average Amortization/
Accretion Period
(in years)
6.2
6.6
58.2
Acquired lease intangible liability accretion (2)(3) $
(1) Amounts are recorded as a reduction to minimum rent.
(2) Amounts are recorded as an increase to minimum rent.
(3) Above and below market ground lease amortization and accretion are recorded as an offset to other operating
expenses.
3,726
4,155
4,590
13.2
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years
are as follows:
(in thousands)
In Process Year Ending
December 31,
Amortization
Expense
Net Accretion
2016
2017
2018
2019
2020
$
10,293
8,309
6,899
5,947
5,055
4,181
3,889
3,395
3,202
3,033
98 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
7.
Income Taxes
The following table summarizes the tax status of dividends paid on our common shares:
Dividend per share
Ordinary income
Capital gain
Return of capital
Qualified dividend income
Year ended December 31,
2015
$1.94
71%
5%
19%
5%
2014
1.88
70%
16%
14%
—%
2013
1.85
70%
6%
—%
24%
RRG is subject to federal and state income taxes and files separate tax returns. Income tax expense (benefit) differed
from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income of RRG, with all
income tax (benefit) expense being current, as follows:
(in thousands)
Computed expected tax expense (benefit)
Increase (decrease) in income tax resulting from state taxes
Valuation allowance
All other items
$
Year ended December 31,
2015
2014
2013
1,730
224
(3,556)
(2)
5,140
(629)
(3,301)
(58)
1,677
98
(1,511)
(264)
Income tax (benefit) expense attributable to continuing
operations
$
(1,604) (1)
1,152 (1)
—
(1) Includes $1.6 million of tax benefit and $2.2 million of tax expense presented with Gain on sale of real
estate, net of tax on the Consolidated Statements of Operations, during the years ended December 31,
2015 and 2014, respectively.
The following table represents the Company's net deferred tax assets recorded in accounts payable and other liabilities
in the accompanying Consolidated Balance Sheets:
(in thousands)
Deferred tax assets
Investments in real estate partnerships
Provision for impairment
Deferred interest expense
Capitalized costs under Section 263A
Employee benefits
Other
Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities
Straight line rent
Deferred tax liabilities
Net deferred tax assets
December 31,
2015
2014
$
$
1,676
6,242
2,714
1,157
148
2,376
14,313
(13,746)
567
567
567
—
8,427
3,299
2,538
1,832
385
1,370
17,851
(17,302)
549
549
549
—
During the years ended December 31, 2015 and 2014, the net change in the total valuation allowance was $3.6 million
and $3.3 million, respectfully.
As of December 31, 2015, the projected future taxable income and unpredictable nature of potential property sales with
built in losses within the TRS caused the Company to determine that it is still more likely than not that the net deferred
tax assets will not be realized. As a result, the deferred tax asset continues to be fully reserved.
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
8.
Available-for-Sale Securities
Available-for-sale securities consist of investments held by our wholly-owned captive insurance subsidiary, which is
required to maintain statutory minimum capital and surplus; therefore our access to these securities may be limited.
Available-for-sale securities are included in other assets in the accompanying Consolidated Balance Sheets, and consist
of the following:
(in thousands)
Amortized Cost
Certificates of deposit $
Corporate bonds
$
1,500
6,465
7,965
December 31, 2015
Gains in
Accumulated Other
Comprehensive Loss
Losses in
Accumulated Other
Comprehensive Loss
Estimated
Fair Value
1
—
1
—
(44)
(44)
1,501
6,421
7,922
Realized gains or losses on investments are recorded in our consolidated statements of operations within other income.
Upon the sale of a security classified as available-for-sale, the security’s specific unrealized gain (loss) is reclassified
out of accumulated other comprehensive loss into earnings based on the specific identification method. There were no
reclassifications from accumulated other comprehensive loss into earnings during the year ended December 31, 2015
and there were $7.8 million in 2014.
The contractual maturities of available-for sale securities were as follows, with none held at December 31, 2014:
(in thousands)
Less than 12 months
1-3 Years
Over 3 Years
Total
Certificates of deposit $
Corporate bonds
$
1,251
251
1,502
—
4,121
4,121
250
2,049
2,299
1,501
6,421
7,922
December 31, 2015
During the year ended ended December 31, 2014, the Company acquired shares of AmREIT common stock for a total
investment of $14.3 million. Subsequently during the year, Regency liquidated its equity position in AmREIT for
total proceeds of $22.1 million and incurred $1.8 million of pursuit costs, which are recognized within other operating
expenses in the accompanying Consolidated Statements of Operations.
9.
Notes Payable and Unsecured Credit Facilities
The Company’s outstanding debt consists of the following:
(in thousands)
Notes payable:
Fixed rate mortgage loans
Variable rate mortgage loans (1)
Fixed rate unsecured loans
Total notes payable
Unsecured credit facilities:
Line
Term Loan
Total unsecured credit facilities
Total debt outstanding
December 31,
2015
2014
$
$
477,022
34,154
1,196,302
1,707,478
—
165,000
165,000
1,872,478
518,993
29,839
1,397,525
1,946,357
—
75,000
75,000
2,021,357
(1) An interest rate swap is in place to establish a fixed interest rate of 3.696% on $28.1 million of this
variable rate mortgage for both periods. The underlying debt maintains a variable interest rate of 1 month
LIBOR plus 150 basis points and matures October 16, 2020. See note 10.
100 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Notes Payable
Notes payable consist of mortgage loans secured by properties and unsecured public debt. Mortgage loans may be
prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly
installments of principal and interest or interest only, whereas, interest on unsecured public debt is payable semi-
annually.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the
indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured
Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered
Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2015, management of the Company
believes it is in compliance with all financial covenants for its unsecured public debt.
As of December 31, 2015, the key terms of the Company's fixed rate notes payable are as follows:
Fixed Interest Rates
Maturing
Through
2032
2025
Minimum
Maximum
3.30%
3.75%
8.40%
6.00%
Weighted
Average
6.10%
4.80%
Secured mortgage loans
Unsecured public debt
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") and an unsecured term loan commitment (the
"Term Loan") under separate credit agreements with a syndicate of banks.
The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit
agreements, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to
Unencumbered Asset Value, Ratio of Adjusted Earnings Before Interest Taxes Depreciation and Amortization
(“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, 2015, management of the Company believes it is in compliance with all financial covenants for the Line
and Term Loan.
The key terms of the Line and Term Loan follow:
December 31, 2015
(in thousands)
Line
Total
Capacity
$ 800,000 (1) $ 794,100 (2) 5/13/2019 (3)
Remaining
Capacity
Maturity
Variable Interest Rate (5)
Fee
LIBOR plus 0.925 basis points
—
165,000
6/27/2019
LIBOR plus 0.975 basis points
Term Loan
(1) The Company has the ability to increase the Line through an accordion feature to $1.0 billion.
(2) Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters
of credit.
(3) Maturity is subject to two six month extensions at the Company's option.
(4) The unused facility fee is subject to an adjustment based on the higher of the Company's corporate credit ratings
from Moody's and S&P.
(5) Interest rate is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB.
(6) Annual fee.
0.150% (4)
35 (6)
$
101 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
December 31, 2015
Scheduled Principal Payments and Maturities by Year:
2016
2017
2018
2019
2020
Beyond 5 Years
Unamortized debt premiums (discounts), net
Total notes payable
$
$
Scheduled
Principal
Payments
Mortgage Loan
Maturities
6,167
5,778
5,103
4,130
3,986
12,347
—
37,511
41,442
117,298
57,358
106,000
84,011
58,254
9,302
473,665
Unsecured
Maturities (1)
—
300,000
—
165,000
150,000
750,000
(3,698)
1,361,302
Total
47,609
423,076
62,461
275,130
237,997
820,601
5,604
1,872,478
(1) Includes unsecured public debt and unsecured credit facilities.
10.
Derivative Financial Instruments
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as
their classification on the Consolidated Balance Sheets:
(in thousands)
Fair Value at December
31,
Liabilities (2)
Effective
Date
Maturity
Date
Early
Termination
Date (1)
Notional
Amount
Bank Pays Variable
Rate of
Regency
Pays Fixed
Rate of
2015
2014
10/16/13
10/16/20
N/A
28,100
1 Month LIBOR
2.196%
$
(898)
8/1/15
8/1/15
8/1/15
8/1/15
6/15/17
6/15/17
6/15/17
8/1/25
8/1/25
8/1/25
8/1/25
6/15/27
6/15/27
6/15/27
(3)
(3)
(3)
(3)
2/1/16
2/1/16
2/1/16
2/1/16
12/15/17
12/15/17
12/15/17
75,000
3 Month LIBOR
2.479%
50,000
3 Month LIBOR
2.479%
50,000
3 Month LIBOR
2.479%
45,000
3 Month LIBOR
3.412%
—
—
—
—
20,000
3 Month LIBOR
100,000
3 Month LIBOR
100,000
3 Month LIBOR
3.488%
3.480%
3.480%
(1,798)
(8,922)
(8,921)
(764)
(289)
(193)
(193)
(3,964)
(1,227)
(6,080)
(6,084)
Total derivative financial instruments
$ (20,539)
(18,794)
(1) Represents the date specified in the agreement for either optional or mandatory early termination which
will result in cash settlement.
(2) 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.
(3) In connection with the issuance of $250.0 million of 3.9% fixed rate ten-year unsecured public debt in
August 2015, the Company terminated and settled these swaps, resulting in cash payments of $7.3 million.
The settlement value of these swaps will amortize through interest expense over the life of the debt.
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 currently does not have any
derivatives that are not designated as hedges. The Company has master netting agreements, however the Company
does not have multiple derivatives subject to a single master netting agreement with the same counterparties.
Therefore none are offset in the accompanying Consolidated Balance Sheets.
The Company expects to issue new debt in 2017. In order to mitigate the risk of interest rate volatility, the Company
previously entered into $220 million of forward starting interest rate swaps to partially hedge the new debt expected to
in 2017. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate
of 3.48%. A current market based credit spread applicable to Regency will be added to the locked in fixed rate at time
of issuance that will determine the final bond yield.
102 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is
recorded in accumulated other comprehensive income (loss) ("AOCI") and subsequently reclassified into earnings in
the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of
the derivatives is recognized directly in earnings within interest expense.
The following table represents the effect of the derivative financial instruments on the accompanying consolidated
financial statements:
Derivatives in FASB
ASC Topic 815 Cash
Flow Hedging
Relationships:
Amount of Gain (Loss)
Recognized in Other
Comprehensive Loss on
Derivative (Effective
Portion)
Location and Amount of Gain (Loss)
Reclassified from
AOCI into
Income (Effective
Portion)
Location and Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
(in thousands)
2015
2014
2013
2015
2014
2013
2015
2014
2013
Year ended December 31,
Year ended December 31,
Year ended December 31,
Interest rate swaps
$ (10,089)
(49,968)
30,985
Interest
expense
$ (9,152)
(9,353)
(9,433)
Other
expenses
$ —
—
—
As of December 31, 2015, the Company expects $9.2 million of net deferred losses on derivative instruments
accumulated in other comprehensive income to be reclassified into earnings during the next 12 months, of which $8.3
million is related to previously settled swaps.
11.
Fair Value Measurements
(a) Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts
which, in management's estimation, reasonably approximates their fair values, except for the following:
December 31,
2015
2014
(in thousands)
Financial assets:
Notes receivable
Financial liabilities:
Notes payable
Unsecured credit facilities
Carrying Amount
Fair Value
Carrying Amount
Fair Value
$
$
$
10,480
10,620
1,707,478
165,000
1,793,200
165,300
$
$
$
12,132
11,980
1,946,357
75,000
2,116,000
75,000
The table above reflects carrying amounts in the accompanying Consolidated Balance Sheets under the indicated
captions. The above fair values represent 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, 2015 and
2014. These fair value measurements maximize the use of observable inputs. 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, appropriately 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.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The following methods and assumptions were used to estimate the fair value of these financial instruments:
Notes Receivable
The fair value of the Company's notes receivable is estimated by calculating the present value of future
contractual cash flows discounted at interest rates available for notes of the same terms and maturities, adjusted
for counter-party specific credit risk. The fair value of notes receivable was determined primarily using Level 3
inputs of the fair value hierarchy, which considered counter-party credit risk and loan to value ratio on the
underlying property securing the note receivable.
Notes Payable
The fair value of the Company's unsecured debt is estimated based on the quoted market prices for the same or similar
issues or on the current rates offered to the Company for debt of the same remaining maturities. The fair value of
the unsecured debt was determined using Level 2 inputs of the fair value hierarchy.
The fair value of the Company's mortgage notes payable is estimated by discounting future cash flows of each
instrument at rates that reflect the current market rates available to the Company for debt of the same terms and
maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying
consolidated financial statements at fair value at the time the property is acquired. The fair value of the mortgage
notes payable was determined using Level 2 inputs of the fair value hierarchy.
Unsecured Credit Facilities
The fair value of the Company's unsecured credit facilities is estimated based on the interest rates currently
offered to the Company by financial institutions. The fair value of the credit facilities was determined using Level
2 inputs of the fair value hierarchy.
The following interest rates were used by the Company to estimate the fair value of its financial instruments:
December 31,
2015
2014
Low
6.3%
2.8%
1.1%
High
6.3%
4.2%
1.1%
Low
7.4%
0.9%
1.3%
High
7.4%
3.4%
1.3%
Notes receivable
Notes payable
Unsecured credit facilities
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Trading Securities Held in Trust
The Company has investments in marketable securities, which are assets of the non-qualified deferred compensation
plan ("NQDCP"), that are classified as trading securities held in trust on the accompanying Consolidated Balance
Sheets. The fair value of the trading securities held in trust was determined using quoted prices in active markets,
which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of trading securities are recorded
within net investment (income) loss from deferred compensation plan in the accompanying Consolidated Statements
of Operations.
Available-for-Sale Securities
Available-for-sale securities consist of investments in certificates of deposit and corporate bonds, and are recorded
at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value
hierarchy. Unrealized gains or losses on these securities are recognized through other comprehensive income.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
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 table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair
value on a recurring basis:
(in thousands)
Assets:
Trading securities held in trust $
Available-for-sale securities
Total
Liabilities:
Interest rate derivatives
$
$
(in thousands)
Assets:
Trading securities held in trust $
Liabilities:
Fair Value Measurements as of December 31, 2015
Quoted Prices in
Active Markets
for Identical
Assets
Balance
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
29,093
7,922
37,015
29,093
—
29,093
—
7,922
7,922
—
—
—
(20,539)
—
(20,539)
—
Fair Value Measurements as of December 31, 2014
Quoted Prices in
Active Markets
for Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Balance
(Level 1)
(Level 2)
(Level 3)
28,134
28,134
—
—
—
Interest rate derivatives
$
(18,794)
—
(18,794)
During the year ended December 31, 2015, the Company recognized no impairment on long lived assets held while
the Company recognized a $175,000 impairment on 2 parcels of land during the year ended December 31, 2014.
105 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
12.
Equity and Capital
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Series 6
Series 7
Date of Issuance
2/16/2012
8/23/2012
Preferred Stock Outstanding as of December 31, 2015 and 2014
Shares Issued and
Outstanding
10,000,000
3,000,000
Liquidation
Preference
$ 250,000,000
75,000,000
13,000,000
$ 325,000,000
Distribution Rate
6.625%
6.000%
Callable
By Company
2/16/2017
8/23/2017
The Series 6 and 7 preferred shares are perpetual, absent a change in control of the Parent Company, are not
convertible into common stock of the Parent Company, and are redeemable at par upon the Company’s election
beginning 5 years after the issuance date. None of the terms of the preferred stock contain any unconditional
obligations that would require the Company to redeem the securities at any time or for any purpose.
Common Stock of the Parent Company
Issuances:
Under the Parent Company's March 2014 prospectus supplement filed with the Securities and Exchange
Commission with respect to an ATM equity offering program, the Parent Company may sell up to $200.0 million
of common stock at prices determined by the market at the time of sale. As of December 31, 2015, $83.3 million
in common stock remained available for issuance under this ATM equity program.
The following table presents the shares that were issued under the ATM equity program:
Shares issued
Weighted average price per share
Gross proceeds (in thousands)
Commissions (in thousands)
Year ended December 31,
2015
189,266
67.86
12,843
161
$
$
$
2014
1,730,363
60.00
103,821
1,369
In January 2015, the Parent Company entered into a forward sale and an underwritten public offering of 2.875
million shares of its common stock at a price of $67.40 per share which resulted in net proceeds of $186.0 million
upon settlement in November 2015.
Preferred Units of the Operating Partnership
Preferred units for the Parent Company are outstanding in relation to the Parent Company's preferred stock, as
discussed above.
Common Units of the Operating Partnership
Issuances:
Common units were issued to the Parent Company in relation to the Parent Company's issuance of common stock,
as discussed above.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
General Partner
The Parent Company, as general partner, owned the following Partnership Units outstanding:
(in thousands)
Partnership units owned by the general partner
Total partnership units outstanding
December 31,
2015
2014
97,213
97,367
94,108
94,262
Percentage of partnership units owned by the general partner
99.8%
99.8%
Limited Partners
The Operating Partnership had 154,170 limited Partnership Units outstanding as of December 31, 2015 and 2014.
Noncontrolling Interests of Limited Partners' Interests in Consolidated Partnerships
Limited partners’ interests in consolidated partnerships not owned by the Company are classified as
noncontrolling interests on the accompanying Consolidated Balance Sheets of the Parent Company. Subject to
certain conditions and pursuant to the conditions of the agreement, the Company has the right, but not the
obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. As
of December 31, 2015 and 2014, the noncontrolling interest in these consolidated partnerships was $30.5 million
and $31.8 million, respectively.
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the balances of each component of AOCI:
Controlling Interest
Noncontrolling Interest
Total
(in thousands)
Unrealized
gain (loss) on
Available-
For-Sale
Securities
Cash
Flow
Hedges
Balance as of December 31, 2012
$ (57,715)
Other comprehensive income before
reclassifications
Amounts reclassified from accumulated
other comprehensive income
Current period other comprehensive
income, net
30,879
9,432
40,311
Balance as of December 31, 2013
$ (17,404)
—
—
—
—
—
Cash
Flow
Hedges
AOCI
(57,715)
(586)
30,879
9,432
40,311
(17,404)
106
1
107
(479)
(49,524)
7,752
(41,772)
(444)
Unrealized
gain (loss) on
Available-
For-Sale
Securities
—
—
—
—
—
13
AOCI
AOCI
(586)
(58,301)
106
30,985
1
9,433
107
40,418
(479)
(17,883)
(431)
(42,203)
Other comprehensive income before
reclassifications
Amounts reclassified from accumulated
other comprehensive income
9,180
(7,752)
1,428
173
(13)
160
1,588
Current period other comprehensive
income, net
(40,344)
Balance as of December 31, 2014
$ (57,748)
—
—
(40,344)
(57,748)
(271)
(750)
Other comprehensive income before
reclassifications
(9,897)
(43)
(9,940)
(192)
Amounts reclassified from accumulated
other comprehensive income
Current period other comprehensive
income, net
8,995
(902)
Balance as of December 31, 2015
$ (58,650)
—
8,995
157
(43)
(43)
(945)
(58,693)
(35)
(785)
—
—
—
—
—
—
(271)
(750)
(40,615)
(58,498)
(192)
(10,132)
157
9,152
(35)
(980)
(785)
(59,478)
107 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The following represents amounts reclassified out of AOCI into income:
AOCI Component
Amount Reclassified from AOCI into Income
Affected Line Item Where Net
Income is Presented
(in thousands)
Interest rate swaps
Realized gains on sale of
available-for-sale securities
13.
Stock-Based Compensation
Year ended December 31,
2015
2014
2013
$
9,152
9,353
9,433
Interest expense
—
(7,765)
— Net investment (income) loss
The Company recorded stock-based compensation in general and administrative expenses in the accompanying
Consolidated Statements of Operations, the components of which are further described below:
(in thousands)
Restricted stock (1)
Directors' fees paid in common stock (1)
Capitalized stock-based compensation (2)
$
Stock-based compensation, net of capitalization
$
Year ended December 31,
2015
2014
2013
13,869
200
(2,988)
11,081
12,161
208
(2,707)
9,662
14,141
238
(2,188)
12,191
(1) Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2) Includes compensation expense specifically identifiable to development and leasing activities.
The Company established its stock-based compensation 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 4.1 million shares in the form of the Parent Company's common stock or stock options. As of
December 31, 2015, there were 2.5 million shares available for grant under the Plan either through stock options or
restricted stock.
Stock Option Awards
Stock options are granted under the Plan with an exercise price equal to the Parent Company's stock's price at the date
of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of
grant and some have dividend equivalent rights. The fair value of each option award is estimated on the date of grant
using the Black-Scholes-Merton closed-form (“Black-Scholes”) option valuation model. The Company believes that
the use of the Black-Scholes model meets the fair value measurement objectives of FASB ASC Topic 718 and reflects
all substantive characteristics of the instruments being valued. There were no stock options granted during the years
ended December 31, 2015, 2014 or 2013. There were no stock options exercised, forfeited or expired during the year
ended December 31, 2015.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
The following table summarizes stock options outstanding:
Outstanding as of December 31, 2014
Outstanding of of December 31, 2015
Vested and expected to vest as of December 31, 2015
Exercisable as of December 31, 2015 (1)
Year ended December 31, 2015
Number of
Options
Weighted
Average
Exercise
Price
8,741
8,741
8,741
8,741
$
$
$
$
88.45
88.45
88.45
88.45
Weighted
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value (in
thousands)
2.1
1.1
1.1
1.1
$
$
$
$
(216)
(178)
(178)
(178)
(1) The Company issues new shares to fulfill option exercises from its authorized shares available. The total intrinsic
value of options exercised during the years ended December 31, 2014, and 2013 was approximately $1.3 million, and
$141,000, respectively.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and
retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position
within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based
awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period,
and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-
based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the
probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the
valuation date over a three year performance period. Assumptions include historic volatility over the previous three
year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the
award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no
dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and
recognized on a straight-line basis over the requisite vesting period for the entire award.
The following table summarizes non-vested restricted stock activity:
Non-vested as of December 31, 2014
Add: Time-based awards granted (1) (4)
Add: Performance-based awards granted (2) (4)
Add: Market-based awards granted (3) (4)
Less: Vested and Distributed (5)
Less: Forfeited
Non-vested as of December 31, 2015 (6)
Year ended December 31, 2015
Number of Shares
Intrinsic Value (in
thousands)
Weighted Average
Grant Price
676,366
119,714
8,760
80,595
268,747
1,268
615,420
$41,922
$67.82
$68.49
$72.89
$69.17
$59.71
(1) Time-based awards vest beginning on the first anniversary following the grant date over a three or four year service
period. These grants are subject only to continued employment and are not dependent on future performance
measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be
reversed.
(2) Performance-based awards are earned subject to future performance measurements. Once the performance criteria
are achieved and the actual number of shares earned is determined, shares vest over a required service period. The
Company considers the likelihood of meeting the performance criteria based upon management's estimates from which
it determines the amounts recognized as expense on a periodic basis.
109
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
(3) Market-based awards are earned dependent upon the Company's total shareholder return in relation to the
shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual
number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting
the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation.
These awards are accounted for as awards with market criteria, with compensation cost recognized over the service
period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The
significant assumptions underlying determination of fair values for market-based awards granted were as follows:
Volatility
Risk free interest rate
Year ended December 31,
2015
17.10%
0.78%
2014
24.60%
0.64%
2013
27.80%
0.42%
(4) The weighted-average grant price for restricted stock granted during the years ended December 31, 2015, 2014, and
2013 was $69.80, $48.18, and $52.80, respectively.
(5) The total intrinsic value of restricted stock vested during the years ended December 31, 2015, 2014, and 2013 was
$18.6 million, $12.4 million, and $11.5 million, respectively.
(6) As of December 31, 2015, there was $12.0 million of unrecognized compensation cost related to non-vested
restricted stock granted under the Parent Company's Long-Term Omnibus Plan. When recognized, this compensation
results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company
and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the
Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years.
The Company issues new restricted stock from its authorized shares available at the date of grant.
14.
Saving and Retirement Plans
401(k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to
defer up to the maximum allowable amount determined by the IRS of their eligible compensation. This deferred
compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum
of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2015. Additionally, an annual
profit sharing contribution is made, which vests over a three year period. Costs for Company contributions to the plan
totaled $3.1 million, $2.8 million and $2.7 million for the years ended December 31, 2015, 2014, and 2013,
respectively.
Non-Qualified Deferred Compensation Plan
The Company maintains a non-qualified deferred compensation plan (“NQDCP”), which allows select employees and
directors to defer part or all of their cash bonus, director fees, and restricted stock awards. All contributions into the
participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.
The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust in the
accompanying Consolidated Balance Sheets:
Non Qualified Deferred Compensation Plan
Component (1)
(in thousands)
Assets:
Year ended December 31,
2015
2014
Trading securities held in trust
Liabilities:
Accounts payable and other liabilities
$
$
29,093
28,134
28,632
27,621
(1) Assets and liabilities of the Rabbi trust are exclusive of the shares of the Company's common stock.
110 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Realized and unrealized gains and losses on trading securities are recognized within income from deferred
compensation plan 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 stockholders'
equity.
111 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
15.
Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
(in thousands, except per share data)
Numerator:
Continuing Operations
Income from operations
Gain on sale of real estate
Less: income attributable to noncontrolling interests
Income from continuing operations attributable to the Company
Less: preferred stock dividends and other
Year ended December 31,
2015
2014
2013
$ 116,937
133,770
35,606
2,487
150,056
21,062
55,077
1,457
187,390
21,515
165,875
84,297
1,703
1,360
84,640
21,510
63,130
Income from continuing operations attributable to common stockholders - basic
$ 128,994
Income from continuing operations attributable to common stockholders - diluted
$ 128,994
165,938
63,175
Discontinued Operations
Income from discontinued operations
Less: income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to the Company
Net Income
Net income attributable to common stockholders - basic
Net income attributable to common stockholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
Weighted average common shares outstanding for diluted EPS
Income per common share – basic
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
Income per common share – diluted
Continuing operations
Discontinued operations
Net income (loss) attributable to common stockholders
—
—
—
—
—
—
65,285
121
65,164
$ 128,994
$ 128,994
165,875
165,938
128,294
128,339
94,391
94,856
92,370
92,404
91,383
91,409
$
$
$
$
1.37
—
1.37
1.36
—
1.36
1.80
—
1.80
1.80
—
1.80
0.69
0.71
1.40
0.69
0.71
1.40
Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and
exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing
diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no
impact. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31,
2015, 2014, and 2013 were 154,170, 157,950, and 171,886, respectively.
112 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit:
(in thousands, except per share data)
Numerator:
Continuing Operations
Income from operations
Gain on sale of real estate
Less: income attributable to noncontrolling interests
Income from continuing operations attributable to the Partnership
Less: preferred unit distributions and other
Year ended December 31,
2015
2014
2013
$ 116,937
133,770
35,606
2,247
150,296
21,062
55,077
1,138
187,709
21,515
166,194
84,297
1,703
1,084
84,916
21,510
63,406
Income from continuing operations attributable to common unit holders - basic
$ 129,234
Income from continuing operations attributable to common unit holders -
diluted
$ 129,234
166,257
63,451
Discontinued Operations
Income from discontinued operations
Less: income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to the Partnership
Net Income
Net income attributable to common unit holders - basic
Net income attributable to common unit holders - diluted
Denominator:
Weighted average common units outstanding for basic EPU
Weighted average common units outstanding for diluted EPU
Income (loss) per common unit – basic
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
Income (loss) per common unit – diluted
Continuing operations
Discontinued operations
Net income (loss) attributable to common unit holders
—
—
—
—
—
—
65,285
121
65,164
$ 129,234
$ 129,234
166,194
166,257
128,570
128,615
94,546
95,011
92,528
92,562
91,555
91,581
$
$
$
$
1.37
—
1.37
1.36
—
1.36
1.80
—
1.80
1.80
—
1.80
0.69
0.71
1.40
0.69
0.71
1.40
113
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
16.
Operating Leases
The Company's properties are leased to tenants under operating leases. Our leases for tenant space under 5,000 square
feet generally have terms ranging from three to five years. Leases greater than 10,000 square feet generally have lease
terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions
allowing the tenant the option of extending the term of the lease at expiration. Future minimum rents under non-
cancelable operating leases as of December 31, 2015, excluding both tenant reimbursements of operating expenses and
additional percentage rent based on tenants' sales volume, are as follows:
In Process Year Ending
December 31,
2016
2017
2018
2019
2020
Thereafter
Total
Future Minimum Rents
(in thousands)
$
$
414,025
372,266
323,354
278,450
228,796
1,037,783
2,654,674
The shopping centers' tenant base primarily includes national and regional supermarkets, drug stores, discount
department stores, and other retailers and, consequently, the credit risk is concentrated in the retail industry. There
were no tenants that individually represented more than 5% of the Company's annualized future minimum rents.
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party
owns and has leased the underlying land to the Company to construct and/or operate a shopping center. Ground leases
expire through the year 2101, and in most cases, provide for renewal options. In addition, the Company has non-
cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through
the year 2027, and in most cases, provide for renewal options. Leasehold improvements are capitalized, recorded as
tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term.
Operating lease expense, including capitalized ground lease payments on properties in development, was $9.5 million,
$8.9 million, and $8.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. The following
table summarizes the future obligations under non-cancelable operating leases as of December 31, 2015:
In Process Year Ending
December 31,
2016
2017
2018
2019
2020
Thereafter
Total
Future Obligations
(in thousands)
$
$
8,450
7,599
7,374
7,106
6,393
253,900
290,822
17.
Commitments and Contingencies
The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the
normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect
on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as
incurred.
The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to
chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground
petroleum storage tanks. 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; however, it can give no
assurance that existing environmental studies with respect to the shopping centers have revealed all potential
114
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2015
environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental
condition not known to it; that the current environmental condition of the shopping centers will not be affected by
tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable
environmental laws and regulations or their interpretation will not result in additional environmental liability to the
Company.
The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which
reduces the credit availability under the Line. These letters of credit are primarily issued as collateral to facilitate the
construction of development projects. As of December 31, 2015 and 2014, the Company had $5.9 million in letters of
credit outstanding.
18.
Summary of Quarterly Financial Data (Unaudited)
The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years
ended December 31, 2015 and 2014:
(in thousands except per share and per unit data)
Year ended December 31, 2015
Operating Data:
Revenue
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 140,399
141,129
142,068
146,167
Net income attributable to common stockholders
Net income attributable to exchangeable operating partnership units
Net income attributable to common unit holders
$
$
25,174
32,480
53,731
17,609
49
61
94
36
25,223
32,541
53,825
17,645
Net income attributable to common stock and unit holders per share and unit:
Basic
Diluted
Year ended December 31, 2014
Operating Data:
Revenue
$
$
0.27
0.27
0.35
0.34
0.57
0.57
0.18
0.18
$ 133,280
134,892
133,559
136,167
Net income attributable to common stockholders
Net income attributable to exchangeable operating partnership units
Net income attributable to common unit holders
$
$
19,389
25,482
47,942
42
53
90
19,431
25,535
48,032
73,515
134
73,649
Net income attributable to common stock and unit holders per share and unit:
Basic
Diluted
$
$
0.21
0.21
0.28
0.28
0.52
0.52
0.79
0.79
115 .
.
P
L
,
S
R
E
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122
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued
December 31, 2015
(in thousands)
Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of
operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal
income tax purposes was approximately $4.7 billion at December 31, 2015.
The changes in total real estate assets for the years ended December 31, 2015, 2014, and 2013 are as follows (in thousands):
Beginning balance
Acquired properties
Developments and improvements
Sale of properties
Provision for impairment
Ending balance
2015
2014
2013
$
4,409,886
39,850
174,972
(78,808)
—
$
4,545,900
4,026,531
274,091
191,250
(81,811)
(175)
4,409,886
3,909,912
143,992
180,374
(200,393)
(7,354)
4,026,531
The changes in accumulated depreciation for the years ended December 31, 2015, 2014, and 2013 are as follows (in thousands):
Beginning balance
Depreciation expense
Sale of properties
Provision for impairment
Ending balance
2015
2014
2013
$
933,708
119,475
(9,396)
—
$
1,043,787
844,873
108,692
(19,857)
—
933,708
782,749
99,883
(36,405)
(1,354)
844,873
See accompanying report of independent registered public accounting firm.
123 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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 Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer
concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on
Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls
and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent
Company in the reports it files or submits is accumulated and communicated to management, including its chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the
participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted
an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control -
Integrated Framework 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, 2015.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included
in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the
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 fourth quarter of 2015 and that have materially affected, or are reasonably likely to
materially affect, its internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
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 its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K
to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and
procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating
Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive
officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
124
Management's Report on Internal Control over Financial Reporting
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 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, 2015.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included
in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the
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.
Changes in Internal Controls
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 fourth quarter of 2015 and that have materially affected, or are
reasonably likely to materially affect, its internal controls over financial reporting.
Item 9B. Other Information
Not applicable
Item 10. Directors, Executive Officers, and Corporate Governance
PART III
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference
to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the
fiscal year covered by this Form 10-K with respect to the 2016 Annual Meeting of Stockholders. Information regarding
executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
Code of Ethics. We have adopted 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 web site at www.regencycenters.com. We intend to post notice of any waiver from, or amendment to, any
provision of our code of ethics on our web site.
Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual
Meeting of Stockholders.
125
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
(a)
(b)
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)
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column a) (3)
8,740
8,740
$
$
N/A
N/A
88.45
88.45
1,829,422
N/A
1,829,422
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1) This column does not include 615,420 shares that may be issued pursuant to unvested restricted stock and
performance share awards.
(2) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested
restricted stock.
(3) The Regency Centers Corporation 2011 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at
our 2011 annual meeting, provides that an aggregate maximum of 4.1 million shares of our common stock are reserved
for issuance under the Omnibus Plan.
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with
respect to the 2016 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual
Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual
Meeting of Stockholders.
126
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2015 financial statements and financial statement
schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial
statements in Item 8, Consolidated Financial Statements and Supplemental Data.
(b)
Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with
information regarding their terms and are not intended to provide any other factual or disclosure information about the
Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each
of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the
other parties to the applicable agreement and:
•
•
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the
applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in
the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were
made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are
responsible for considering whether additional specific disclosures of material information regarding material contractual
provisions are required to make the statements in this report not misleading. Additional information about the Company may
be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's
website at http://www.sec.gov.
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1. Underwriting Agreement
(a)
Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and
Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the
Company's report on Form 8-K filed on August 10, 2012), as amended by Amendment No. 1 dated August 6,
2013 (incorporated by reference to Exhibit 1.2 to the Company’s report on Form 8-K filed on August 6,
2013), Amendment No. 2 dated March 4, 2014 (incorporated by reference to Exhibit 1.1 to the Company’s
report on Form 8-K filed on March 4, 2014) and Amendment No. 3 dated February 24, 2015 (incorporated by
reference to Exhibit 1(a) to the Company’s Form 10-Q filed on May 7, 2015).
The Equity Distribution Agreements listed below are substantially identical in all material respects to the
Wells Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company's
1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:
(i)
(ii)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated dated August 10, 2012, as amended by Amendment Nos. 1, 2,
and 3; and
Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan
Securities LLC dated August 10, 2012, as amended by Amendment Nos. 1, 2, and 3.
(b)
Equity Distribution Agreement (the “Jefferies Agreement”) among the Company, Regency Centers, L.P. and
Jefferies LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.1 to the Company's report on
Form 8-K filed on August 6, 2013), as amended by Amendment No. 1 dated March 4, 2014 (incorporated by
127
reference to the Company’s Form 8-K filed on March 4, 2014) and Amendment No. 2 (incorporated by
reference to Exhibit 1(b) to the Company’s Form 10-Q filed on May 7, 2015).
The Equity Distribution Agreements listed below is substantially identical in all material respects to the
Jefferies Agreement except for the identities of the parties, and has not been filed as an exhibit to the
Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:
(i)
Equity Distribution Agreement among the Company, Regency Centers, L.P. and RBC Capital
Markets, LLC dated August 6, 2013 as amended by Amendment No. 1 dated March 4, 2014 and
Amendment No. 2 dated February 24, 2015.
3.
Articles of Incorporation and Bylaws
(a)
(b)
(c)
(d)
Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1
to the Company's Form 8-K filed on June 5, 2013).
Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to
the Company's Form 8-K filed on July 20, 2015).
Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by
reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).
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).
4.
Instruments Defining Rights of Security Holders
(a)
(b)
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company
defining the rights of security holders. See Exhibits 3(c) and 3(d) for provisions of the Partnership
Agreement of Regency Centers, L.P. defining rights of security holders.
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First
Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-
K filed on December 10, 2001).
(i)
(ii)
(iii)
First Supplemental Indenture dated as of June 5, 2007 among Regency
Centers, L.P., the Company as guarantor and U.S. Bank National
Association, as successor to Wachovia Bank, National Association
(formerly known as First Union National Bank), as trustee (incorporated
by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on
June 5, 2007).
Second Supplemental Indenture dated as of June 2, 2010 to the Indenture
dated as of December 5, 2001 between Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association,
as successor to Wachovia Bank, National Association (formerly known as
First Union National Bank), as Trustee incorporated by reference to
Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).
Third Supplemental Indenture dated as of August 17, 2015 to the
Indenture dated as of December 5, 2001 among RCLP, Regency, 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).
(c)
Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia
Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's
registration statement on Form S-4 filed on August 5, 2005, No. 333-127274).
10.
Material Contracts (~ indicates management contract or compensatory plan)
~(a)
Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the
Company's Form 10-Q filed on May 8, 2008).
128
~(i)
~(ii)
~(iii)
~(iv)
~(v)
~(vi)
Form of Stock Rights Award Agreement pursuant to the Company's Long
Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the
Company's Form 10-K filed on March 10, 2006).
Form of 409A Amendment to Stock Rights Award Agreement
(incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-
K filed on March on 17, 2009).
Form of Nonqualified Stock Option Agreement pursuant to the
Company's Long Term Omnibus Plan (incorporated by reference to
Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).
Form of 409A Amendment to Stock Option Agreement (incorporated by
reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March
17, 2009).
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).
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).
~(vii) 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).
~(viii) 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 13, 2011).
~(ix)
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 13, 2011).
~(b)
~(c)
~(d)
~(e)
~(f)
~(g)
~(h)
Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's
2011 Annual Meeting Proxy Statement filed on March 24, 2011).
Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2
to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated
by reference).
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by
and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K filed on July 20, 2015).
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by
and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's
Form 8-K filed on July 20, 2015).
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by
and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the
Company's Form 8-K filed on July 20, 2015).
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by
and between the Company and John S. Delatour (incorporated by reference to Exhibit 10.5 of the Company's
Form 8-K filed on July 20, 2015).
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by
and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the
Company's Form 8-K filed on July 20, 2015).
129 (i)
Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency
Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8,
2011).
(i)
(ii)
(iii)
First Amendment to Third Amended and Restated Credit Agreement
dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to
the Company's Form 10-Q filed on November 9, 2012).
Second Amendment to Third Amended and Restated Credit Agreement
dated June 27, 2014 (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q filed on August 8, 2014).
Third Amendment to Third Amended and Restated Credit Agreement
dated May 13, 2015 (incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K filed on May 18, 2015).
(j)
Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company,
each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).
(i)
(ii)
(iii)
First Amendment to Term Loan Agreement dated as of June 19, 2012
(incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-
K filed on March 1, 2013).
Second Amendment to Term Loan Agreement dated as of December 19,
2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's
Form 10-K filed on March 1, 2013).
Third Amendment to Term Loan Agreement dated as of June 27, 2014
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q
filed on August 8, 2014).
(iv)
Fourth Amendment to Term Loan Agreement dated as of May 13, 2015.
(k)
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).
(i)
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).
(l)
(m)
Form of Retirement Agreement by and between Regency Centers Corporation and Brian Smith trustee
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November, 2015).
Form of Consulting Agreement by and between Regency Centers, LP and Brian Smith (incorporated by
reference to Exhibit 10.2 to the Company’s Form 8-K filed on November, 2015).
12.
Computation of ratios
12.1
Dividends to Earnings
Computation of Ratio of Earnings to Fixed Charges and Ratio of Combined Fixed Charges and Preference
21.
23.
Subsidiaries of Regency Centers Corporation
Consents of Independent Accountants
23.1
Consent of KPMG LLP for Regency Centers Corporation.
23.2
Consent of KPMG LLP for Regency Centers, L.P.
130
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 Securities Exchange Act of 1934, as amended, and are not to be incorporated
by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
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.
101.
Interactive Data Files
101.INS+
XBRL Instance Document
101.SCH+
XBRL Taxonomy Extension Schema Document
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
XBRL Taxonomy Definition Linkbase Document
101.LAB+
XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
__________________________
+
Submitted electronically with this Annual Report
131
SIGNATURES
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.
February 18, 2016
REGENCY CENTERS CORPORATION
By:
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
February 18, 2016
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, General Partner
By:
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
132 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.
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief
Executive Officer
/s/ Lisa Palmer
Lisa Palmer, President and Chief Financial Officer
(Principal Financial Officer)
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer
(Principal Accounting Officer)
/s/ Raymond L. Bank
Raymond L. Bank, Director
/s/ Bryce Blair
Bryce Blair, Director
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
/s/ A.R. Carpenter
A.R. Carpenter, Director
/s/ J. Dix Druce
J. Dix Druce, Director
/s/ Mary Lou Fiala
Mary Lou Fiala, Director
/s/ David P. O'Connor
David P. O'Connor, Director
/s/ John C. Schweitzer
John C. Schweitzer, Director
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
133 Executive Officers
Martin E. Stein, Jr.
Chairman and Chief Executive Officer
James D. Thompson
Executive Vice President of Operations
Lisa Palmer
President and Chief Financial Officer
Dan M. Chandler, III
Executive Vice President of Development
Board of Directors
Martin E. Stein, Jr. (3)
Chairman and Chief Executive Officer
Regency Centers
J. Dix Druce, Jr. (1a), (3)
President and Chairman
National P.E.T. Scan, LLC
Raymond L. Bank (1), (4)
President
Mary Lou Fiala (3), (4)
Retired President and Chief Operating Officer
Raymond L. Bank & Associates, Inc.
Regency Centers
Bryce Blair (3), (4a)
President
David P. O'Connor (2), (3)
Senior Managing Partner
Harborview Associates, LLC
High Rise Capital Partners, LLC
C. Ronald Blankenship (2), (3)
Retired Chairman and Chief Executive Officer
Verde Realty
John C. Schweitzer (2a), (4), (5)
President
Westgate Corporation
Thomas G. Wattles (1), (3a)
Chairman and Chief Executive Officer
DCT Industrial Trust
A.R. (Pete) Carpenter (1), (2), (4)
Retired Vice Chairman
CSX Corporation, Inc.
(1) Audit Committee
(2) Compensation Committee
(3) Investment Committee
(4) Nominating and Corporate Governance Committee
(5) Lead Director
(a) Committee Chairman