2020 Annual Report
To Our Fellow Shareholders
The last year brought many unexpected challenges to our Company, our industry, and our daily lives.
As we stand here today on the path to recovery, it is clear that the key to Regency’s resiliency is in
the strong foundation we have built over the last 50+ years as a leader in the shopping center
industry – inherent in our people, our properties, and our balance sheet.
We could not be more proud of how our team responded to the adversity and uncertainty that we
faced during 2020, working harder than ever to serve our tenants, our customers, our communities
and our shareholders. Regency’s size, scale and national footprint have always provided us with an
operational advantage. But it was our culture and our local presence, with our team members in 22
offices across the country, which enabled us to act small during the crisis and take a personalized,
relationship-driven approach with our tenants when they needed it the most.
Our experience over the last year also proved that Regency’s portfolio and financial strengths are
never more important or apparent than during tough times. Our high quality, grocery-anchored
shopping centers and fortified balance sheet enabled us to remain operationally resilient,
demonstrate continued access to low cost capital, support our tenants and local communities, and
continue to generate free cash flow while maintaining our quarterly dividend.
As we look ahead, we believe Regency is well positioned for continued operational and financial
success. Our open-air neighborhood and community centers are on the right side of a structural
growth trend in strong and affluent suburban markets. Additionally, we will continue to innovate and
evolve to remain an employer of choice for the best people in the business and the landlord of
choice for best-in-class tenants. Finally, our long term and substantial commitment to leading
Environmental, Social and Governance (“ESG”) practices will only grow and become an even more
fundamental component of Regency’s strategy and culture going forward.
2020 Highlights
Balance Sheet & Liquidity Strength
Operational Resilience
•
•
•
Full capacity available on our $1.25B unsecured
line of credit at year-end 2020
• All 400+ of our shopping centers remained open
and operating throughout the pandemic
Issuance of $600M in 10-year senior unsecured
notes at 3.70% in May 2020
• Executed 6.9 million square feet of new leases
and renewals
Trailing 12-Month Net Debt-to-EBITDAre of 6.0x at
year-end 2020 remains at the low end of peers
• Maintained a same-property leased rate of
92.9% at year-end 2020
• Maintained S&P and Moody’s investment grade
credit ratings of BBB+ and Baa1, respectively
•
Increased base rent collections to 92% for the
fourth quarter of 2020
Dividend Preservation & Free Cash Flow
Investment Activity & Capital Recycling
• Maintained a quarterly common dividend
• $319M of value-add development and
payment of $0.595 per share throughout 2020
redevelopment projects in process at year-end
• Generated approximately $50 million of free
cash flow after dividend and capex in 2020
• Robust future pipeline of development and
redevelopment projects
• Dividend CAGR (compound annual growth rate)
•
of 4% from 2014 through 2020
Sold more than $190M of non-strategic and
lower-growth assets
COVID-19 Response & Resiliency
Regency’s actions throughout the pandemic
reflect our values and importance of our
relationships with our team members, tenants,
customers, vendors, communities, and investors:
•
Stayed in contact with our more than 8,000
tenants, ensuring they had the resources
and support they needed to maintain their
operational capabilities
• Offered enhanced tenant assistance,
including a Tenant Resource Website and a
“Social Distancing Made Easier” campaign
to generate awareness around tenants’
efforts to best serve customers safely during
the pandemic
• Worked with cities and charities to provide
food distribution in our parking lots and
partnered with restaurant tenants to deliver
over 2,000 meals to those in need
• Created “Pick-Up & Go” zones at select
properties and enabled tenants to dedicate
parking spaces to facilitate curbside pick-up
and online order fulfillment from brick and
mortar locations
•
•
Facilitated creative use of and greater
access to outdoor common spaces amid
indoor capacity restrictions for categories
such as restaurants and fitness operators
Launched Regency’s ‘ouRCommunities’
Program, allowing employees to direct a
portion of Regency’s corporate
philanthropic donations toward charitable
organizations of their choice
• Remained flexible in our development and
redevelopment pipeline, temporarily
deferring ~$145M of project costs to
preserve capital with marginal adverse
impacts to long-term value creation
• Provided shareholders and bondholders with
transparent operational and financial
disclosure into the impacts from the
pandemic
Balance Sheet Strength & Liquidity
Our balance sheet remains in a position of
strength, an attribute that served us well during
the pandemic. The deliberate and thoughtful
capital decisions that we executed over the
last decade provided us flexible funding
capabilities and access to capital during a time
of heightened uncertainty.
In March 2020, we settled our forward equity
sales at ~$68 per share under our ATM program,
generating approximately $125 million in
proceeds.
In May 2020, we issued $600 million of 3.70%
senior unsecured notes, the proceeds from
which we used to redeem $300 million of notes
due in 2022 and repay our $265 million Term
Loan due in 2022. We now have no unsecured
debt maturities until 2024. We also placed
nearly $300M of new secured property-level
debt during 2020 at attractive market rates.
In February 2021, we closed on an amended
and restated $1.25 billion revolving credit
facility, extending the maturity date to March
2025, replacing our existing revolving credit
facility, despite the market uncertainty, at pre-
pandemic terms and pricing.
We Maintained Our Quarterly Dividend
Supported by a low payout ratio pre-
pandemic, a strong balance sheet position,
and continued improvement in cash collections
and financial performance as the year
progressed, Regency maintained a consistent
quarterly dividend payment throughout 2020.
We were one of only a select few retail REITs
that were able to do so. In addition, we still
generated more than $50 million of free cash
flow after these dividend payments and
maintenance capital expenditures. This
supports our long-standing commitment to
building total shareholder value over the long
term.
Commitment to Corporate
Responsibility
Leadership in corporate responsibility has
always been a significant component of
Regency’s strategy and corporate culture, and
our sector-leading ESG initiatives and practices
continue this tradition. We strive to do well while
also doing good for our stakeholders. The four
pillars of our corporate responsibility strategy
include our people, our communities,
governance, and environmental stewardship.
While our dedication to corporate responsibility
and ESG leadership will only grow in the future
and become even more ingrained in
everything we do, our commitment is
evidenced by notable achievements and
initiatives over the last year:
•
Issued Regency’s first TCFD Climate Change
Risk Report, a report on our climate change
scenario risk and opportunities analysis
aligned with the recommendations of the
Taskforce on Climate-related Financial
Disclosures (TCFD), to help inform future
preparedness and decision-making
• Named to the Management Top 250 by the
Wall Street Journal in 2020, based on a
Drucker Institute ranking, in which we
achieved the second highest gains in our
social responsibility score
• Achieved an “A” ESG Rating from MSCI
• Earned a GRESB® (Global Real Estate
Sustainability Benchmark) Green Star for the
sixth consecutive year and an “A” for public
disclosure
• Certified as a Green Lease Leader in
sustainable leasing
• Delivered a 9% reduction in Scope 1 and 2
greenhouse gas (“GHG”) emissions during
2019; our long term target is a 5% annual
reduction from 2018 through 2028
•
Incorporated a sustainability metric into our
credit facility agreement related to targets
for reduction in Scope 1 and 2 greenhouse
gas emissions
to $1 million to local United Way
organizations in the communities in which
we operate, with 97% participation during
our annual campaign
•
In 2021, the Compensation Committee of
the Board of Directors introduced an ESG
compensation metric into the annual
incentive program for our NEOs
Diversity, Equity & Inclusion Strategy
In 2020, we began developing and
implementing a comprehensive three-year DEI
strategy based on four focus areas: Talent,
Culture, Marketplace, and Communities.
Regency’s activities to advance DEI include:
• Signed the Pledge for CEO Action for
Diversity & Inclusion™
• Working with an advisor specializing in DEI to
help us develop a strategy and roadmap
• Launching Employee Resource Groups to
ensure our people are actively involved in
understanding, achieving and implementing
our DEI goals
• Engaging an experienced DEI recruiting
partner to assist the company in developing
a robust program to recruit and retain an
ethnically diverse employee base
•
Implementing enhanced education and
training, including annual unconscious bias
training for employees and directors
• Providing support for social justice through
our “ouRCommunities” program
• Received the highest ISS (Institutional
Improving Operating Environment
Shareholder Services) Quality Score of “1” in
the Governance and Social categories as of
year-end 2020, and a Quality Score of “2” in
the Environmental category
•
Included in the 2021 Bloomberg Gender
Equality Index
• Received the Healthiest Companies Award
from the First Coast Workplace Wellness
Council for the 12th consecutive year
(Platinum for the 6th consecutive year) for
our comprehensive employee benefits and
commitment to employee health
• Regency and our employees donated
roughly $1.5 million in 2020, including close
We remain encouraged by continued steady
improvement in our operating results since peak
pandemic impact in 2Q 2020, including further
progress on rent collections. Our tenants in the
most restricted markets on the West Coast and
in categories with stringent capacity limits
remain impacted. However, based on our
experience in less restricted markets, we firmly
believe that consumers will once again
embrace brick and mortar retailers and foot
traffic will recover to pre-pandemic levels once
these tenants are allowed to more fully open
and operate.
We are also encouraged by accelerated
growth in our leasing pipeline, which is
indicative of a greater willingness among
tenants to do new deals and renew leases, as
well as the strength of our locations and our
team’s tenant relationships. We believe that our
approach with tenants in both collecting rent
and signing leases will be a key to increasing
rental income and returning to our pre-
pandemic level of NOI and future growth.
We are hopeful that the worst of the state-
mandated restrictions are behind us as more
are lifted every day. We see additional
macroeconomic green shoots in continued
vaccine rollout and further governmental
stimulus to support local businesses and
consumers.
Positioning for the Future
For the last several years, both retailers and their
landlords have been learning to evolve and
adapt to a constantly-changing retail
landscape. Many trends have accelerated
over the last year, exacerbated by the
pandemic, while others have more fully taken
shape. Regency’s shopping centers are well
positioned to benefit from many of these longer
term structural trends.
• Best-in-class grocers, retailers and service
providers recognize the importance of well-
located brick and mortar locations to
connect with customers both physically and
digitally, and continue to place a premium
on best-in-class centers in desirable trade
areas
• Our centers allow for efficient last mile
fulfillment from stores, and we are working
with our tenants to facilitate curbside pick-
up, a trend that we believe is here to stay
• We expect our shopping centers and
tenants will continue to benefit from micro-
migration trends driving growth in strong,
affluent suburban trade areas
•
The trend for many companies to adopt a
hybrid “Work From Home” model post-
pandemic should benefit suburban centers
in maximizing daytime traffic
• While many operators were impacted by
capacity restrictions during the pandemic,
we have only become more bullish on
growth in health and wellness trends and
see continued strong long term demand
among fitness, medical, and other wellness-
oriented tenants
Thinking even further ahead, we recognize that
the only constant will continue to be change,
albeit at an accelerated pace. Throughout our
history, we have become adept at emerging
stronger from disruptive periods and embracing
the need to evolve our portfolio and our views.
It is in that spirit that we are already looking
forward and preparing for what the next 10-15
years may bring.
Strong Leadership & Deep Bench
Our leadership team brings a deep
understanding of the key aspects of Regency’s
business, objectives and vision, and is
dedicated to continuing and enhancing our
time-tested strategies to ensure the Company’s
future success.
On January 1, 2020, our long-planned and well-
communicated CEO succession plan took
effect. The transition has been seamless, even in
the face of one of the most challenging years in
our history. It has been extremely gratifying to
watch how our management team has
navigated the unprecedented challenges
arising from COVID, while enhancing our
special culture.
We also leveraged our deep bench to
restructure our senior regional management
teams to best position us to continue to excel
operationally. In September of 2020, we
promoted Krista Di Iaconi and Patrick Krejs from
Senior Market Officers to Managing Directors of
the Northeast/Mid-Atlantic Region and Central
Region, respectively. At the same time, Alan
Roth and Nick Wibbenmeyer were promoted to
Senior Managing Directors of the East Region
and the West Region, respectively. All four have
been invaluable leaders at Regency during
their respective tenures, and these promotions
are reflective of the success and dedication
they have demonstrated throughout their
careers.
Living Our Core Values will Continue to Set Us Apart
Before we close the book on 2020, it’s important that we recognize how critical our long held core
values have been to our resiliency and success. At Regency Centers, we have embodied these
values for almost 60 years by focusing on and striving to meet our commitments to all of our
stakeholders. We hold ourselves to this high standard every day, and believe our exceptional culture
will continue to set us apart for the next 60 years through our dedication to these values and
commitments:
We would like to extend our gratitude and appreciation to all of our stakeholders – including
investors, tenants, co-investment partners, service providers, communities, our exceptional board of
directors, and our incredible team – for their continued commitment to and engagement with
Regency. We appreciate your time, and are proud and honored to have your support.
Sincerely,
Lisa Palmer, President & Chief Executive Officer
Martin E. (Hap) Stein, Jr., Executive Chairman
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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, 2020
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
Title of each class
None
Trading Symbol
REG
Regency Centers, L.P.
Trading Symbol
N/A
Name of each exchange on which registered
The Nasdaq Stock Market LLC
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.: 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 every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
Non-accelerated filer
Regency Centers, L.P.:
Large accelerated filer
Non-accelerated filer
☒
☐
☐
☐
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
☐
☐
☒
☐
Emerging growth company
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐
Regency Centers, L.P. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
Regency Centers Corporation ☒
Regency Centers, L.P. ☒
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 $7.7 billion
Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 169,828,953 as of February 15, 2021.
Portions of Regency Centers Corporation's proxy statement in connection with its 2021 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, 2020, 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, 2020, the Parent
Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by
investors. 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 key differences between the Parent Company and the Operating Partnership in
the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a
REIT, whose only material asset is its ownership of 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. Except for $200 million of unsecured private
placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating
Partnership. The Operating Partnership is also the co-issuer and guarantees the $200 million of Parent Company debt. 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. 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.
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.
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TABLE OF CONTENTS
Form 10-K
Report Page
Item No.
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
16.
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
Form 10-K Summary
PART IV
SIGNATURES
17.
Signatures
1
8
20
21
36
36
36
38
40
58
59
126
126
127
127
127
128
128
128
129
135
136
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Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market
conditions, outlook and other similar statements relating to Regency’s future events, developments, or financial or operational
performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words
such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar
language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While
we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future
performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected
in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained,
and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks
and uncertainties.
Our operations are subject to a number of risks and uncertainties including, but not limited to, those described in Item 1A, Risk
Factors. When considering an investment in our securities, you should carefully read and consider these risks, together with all other
information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC.
If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the
market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are
made, and Regency undertakes no duty to update its forward-looking statements except as required by law.
Item 1. Business
PART I
Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment
trust that began its operations as a publicly-traded REIT in 1993. Regency Centers L.P. is the entity through which Regency Centers
Corporation conducts substantially all of its operations and owns substantially all of its assets. Our business consists of acquiring,
developing, owning and operating income-producing retail real estate principally located in many of the top markets in the United
States. We generate revenues by leasing space to retail tenants such as highly productive grocers, restaurants, service providers, and
best-in-class retailers. Regency has been an S&P 500 Index member since 2017.
As of December 31, 2020, we had full or partial ownership interests in 411 properties, primarily anchored by market leading grocery
stores, encompassing 51.9 million square feet (“SF”) of gross leasable area (“GLA”). Our Pro-rata share of this GLA is 42.2 million
square feet, including our share of the partially owned properties.
Our mission is to be the preeminent national owner, operator, and developer of shopping centers, creating places that provide a
thriving environment for outstanding retailers and service providers to connect with the surrounding neighborhoods and communities.
Our goals are to:
Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market
leading grocers and located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We
expect that this combination will produce highly desirable and attractive centers with best-in-class retailers. These centers
should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income (“NOI”);
Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at
higher returns as compared to acquisitions;
Support our business activities with a conservative capital structure, including a strong balance sheet;
Implement leading environmental, social, and governance practices through our Corporate Responsibility Program;
Engage an exceptional and diverse team that is guided by our strong values and special culture, while fostering an
environment of innovation and continuous improvement; and
Create shareholder value by increasing earnings and dividends per share and generate total returns at or near the top of our
shopping center peers.
1 Key strategies to achieve our goals are to:
Sustain same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;
Develop and redevelop high quality shopping centers at attractive returns on investment;
Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost effective funding of investment
opportunities, while also managing debt maturities that enable us to weather economic downturns;
Maintain high standards for corporate governance and act as good stewards of our communities and the environment; and
Attract and motivate an exceptional team of diverse employees who operate efficiently and are recognized as industry
leaders.
COVID-19 Pandemic
On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic” or the
“pandemic”) by the World Health Organization as the disease spread throughout the world. The pandemic continues to evolve,
making the broader implications on our future results of operations and overall financial performance uncertain at this time. While
much of our lease income is derived from contractual rent payments, our tenants’ ability to meet their lease obligations has been
negatively impacted by the disruptions and uncertainties of the pandemic. Certain of our tenants’ ability to respond to these
disruptions, including adapting to governmental orders, recommendations, and changes in their customers’ shopping habits and
behaviors, could influence their ability to survive and ultimately fulfill their lease obligations. While the announcement of vaccine
approvals by the U.S. Food and Drug Administration (“FDA”) in early December 2020 was a positive development, at about the same
time, several states and many localities reinstituted mandatory business limitations and closures as infection rates increased, in
advance of full scale vaccine deployment. Forced closures may continue to occur as infection rates increase or additional strains of
the virus emerge, while the speed of vaccine rollout remains uncertain.
Due to the pandemic, certain tenants have requested rent concessions or have sought to renegotiate future rents based on changes to
the economic environment. Other tenants have chosen not to reopen or honor the terms of their existing lease agreements. In
addition, in 2020 we saw a meaningful increase in the number of bankruptcy filings by our tenants versus prior years, which in certain
cases can lead to a tenant “rejecting” (terminating) one or more of our leases as permitted by applicable bankruptcy law, or seeking to
negotiate reduced rent as part of the bankruptcy reorganization process.
We are closely monitoring our rent collections from our tenants, which significantly declined from historic levels at the start of the
pandemic, but have since gradually improved. As of February 8, 2021, we experienced sequential improvement in our collection
rates of Pro-rata base rent billed by quarter in 2020 as follows:
Q2
Q4
Q3
Base Rent
Collections
79%
89%
92%
Since the pandemic began, we have executed approximately 1,600 rent deferral agreements within our consolidated and
unconsolidated real estate portfolios. The weighted average deferral period of these agreements is approximately 3.3 months, with
repayment periods of approximately 9.7 months beginning on average in December 2020. In some cases, we expect to continue to
work with tenants to address the adverse impacts of the pandemic, which may result in further rent deferrals, concessions or
abatements. As a result, there can be no assurance that our future base rent collection percentages will continue at or above Q4 2020
levels, or that cash flows from operations will be sufficient to sustain and fund our dividend payments without the benefit of other
sources of capital or changes to our current dividend levels. In the event of a surge in COVID-19 cases or new governmental
restrictions causing our tenants to reduce their operations or close, our base rent collection percentages and percent leased could
decline from current levels.
New leasing activity declined in 2020 and is expected to remain below 2019 levels into 2021 as businesses delay executing leases
amidst the immediate and uncertain future economic impacts of the pandemic. This, coupled with tenant failures and bankruptcies,
may result in decreased demand for retail space in our centers, which could result in difficulty attracting new tenants resulting in
pricing pressure on rents. Additionally, if construction of tenant improvements are delayed due to the impacts of the pandemic, it
may take longer before new tenants are able to open and commence rent payments.
The pandemic has significantly slowed and in certain situations delayed tenant buildouts, new ground up developments or
redevelopment of existing properties. The pandemic has also limited our ability to timely source materials for construction and has
caused labor shortages, which have impacted our ability to complete construction projects on anticipated schedules. In the event a
surge in new cases resulting in additional lockdowns occurs, similar impacts to our supply chain may arise which could have a
material adverse effect on our business, financial condition and results of operations. We continue to closely monitor our projects,
2 which has resulted in prudently delaying, phasing or curtailing certain of our development, redevelopment and capital expenditure
projects.
The duration and severity of the pandemic across the United States will continue to negatively impact many of our tenants and their
ability to meet their rent obligations under their lease agreements. As such, the pandemic could continue to negatively impact our
results of operations and overall financial condition in the future. See also Part I, Item 1A, Risk Factors for further discussion.
Our business continuity and disaster recovery plan enabled us to continue operating productively during the pandemic. We have
maintained, and expect to continue to maintain, without interruption, our financial reporting systems as well as our internal controls
over our financial reporting and disclosure controls and procedures.
Competition
We are among the largest owners of shopping centers in the nation based on revenues, number of properties, 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 tenants, as well as the acquisition of existing shopping centers and new
development sites. In addition, brick and mortar shopping centers, in general, face continued competition from alternative shopping
and delivery methods, including e-commerce and home delivery. We believe that our competitive advantages are driven by:
our locations within our market areas;
the design of our shopping centers including our practice of maintaining and renovating these centers to our high standards of
quality;
the strong demographics surrounding our shopping centers;
our relationships with our anchor, shop, and out-parcel tenants;
our management experience and expertise; and
our ability to source and develop new shopping centers.
Corporate Responsibility
Our vision is to be the preeminent national owner, operator and developer of shopping centers, connecting outstanding retailers and
service providers with their neighborhoods and communities while striving to achieve best-in-class corporate responsibility. To
integrate corporate responsibility into our vision, we focus on three key overarching concepts: long-term value creation, our Regency
brand and reputation, and the importance of maintaining our culture.
We have established four pillars for our corporate responsibility program that we believe enable us to support our vision and
implement these concepts:
Our People;
Our Communities;
Ethics and Governance; and
Environmental Stewardship.
Our People – Our people are our most important asset and we strive to ensure that they are engaged, passionate about their work,
connected to their teams, and supported to deliver their best performance. We recognize and value the importance of attracting and
retaining talented individuals to Regency’s performance and growth. We strive to maintain a safe and healthy workspace, promote
employee well-being, and empower our employees by focusing on their training and education. Another key element of our focus on
people is our understanding and appreciation of the value of an inclusive and diverse workforce. In 2020, we began developing and
implementing a comprehensive three-year diversity, equity, and inclusion (“DEI”) strategy, which includes training, recruitment, and
engagement. Our employees have been directly engaged in the development of our DEI strategy to ensure they are connected to and
actively involved in its implementation across the entirety of our business.
Our Communities – Our predominately grocery-anchored neighborhood centers provide many benefits to the communities in which
we live and work, including significant local economic impacts in the form of investment, jobs and taxes. Our local teams are also
passionate about investing in and engaging with our communities, as they customize and cultivate our centers to create a distinctive
environment to bring our tenants and shoppers together for the best retail experience. Further, philanthropy and giving back are
3
cornerstones of what we do and who Regency is. In addition, charitable contributions are made directly by the Company, and the
vast majority of our employees donate their time and money to local non-profits serving their communities.
Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance.
To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency
of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.
Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the
communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic
priorities when it comes to identifying and implementing sustainable business practices and minimizing our environmental impact:
green building, energy efficiency, greenhouse gas emissions reduction, water conservation, waste minimization and management, and
climate resilience. We believe these commitments are not only the right thing to do to address material environmental topics such as
air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and
development projects.
More information about our corporate responsibility strategy, goals, performance, and reporting is available on our website at
www.regencycenters.com. The content of our website, including information relating to corporate responsibility, is not incorporated
by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our
website are intended to be inactive textual references only.
Employees
Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 22 market
offices nationwide, including our corporate headquarters, where we conduct management, leasing, construction, and investment
activities. We have 431 employees throughout the United States and we believe that our relations with our employees are good.
Compliance with Governmental Regulations
We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such
requirements may result in unanticipated financial impacts or adverse tax consequences, and could affect our operating results and
financial condition. Significant regulatory requirements include the laws and regulations described below.
REIT Laws and Regulations
We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income
tax on taxable income that we distribute to our stockholders. Under the Internal Revenue Code (the “Code”), REITs are subject to
numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We will
be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any
taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment as a
REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a
REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income
and excise taxes on our undistributed taxable income.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may engage in any real
estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and
state income taxes which, to date, have not been material to us.
Environmental Laws and Regulations
Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to assess and remediate certain
hazardous substances at our shopping centers that generally arise from dry cleaners, gas stations, asbestos, and historic land use
practices. These requirements often impose liability without regard to whether the owner knew of, or committed the acts or
omissions that caused, the presence of the hazardous substances. The presence of such substances, or the failure to properly address
contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as
collateral. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and
remediation, known environmental liabilities are not currently expected to have a material financial impact.
4 Executive Officers
Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been employed by us
for more than five years and, as of December 31, 2020, included the following:
Name
Martin E. Stein, Jr.
Lisa Palmer
Michael J. Mas
Dan M. Chandler, III
James D. Thompson
Age
68
53
45
53
65
Title
Executive Chairman of the Board of Directors
President and Chief Executive Officer
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Investment Officer
Executive Vice President, Chief Operating Officer
Executive Officer in
Position Shown Since
2020(1)
2020 (2)
2019 (3)
2019 (4)
2019 (5)
(1) Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this
appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of
the Board since 1999.
(2) Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as
President, which position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief
Financial Officer 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.
(3) Mr. Mas assumed the responsibilities of Executive Vice President, Chief Financial Officer effective August 2019.
Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice
President, Capital Markets, since 2013.
(4) Mr. Chandler assumed the role of Executive Vice President, Chief Investment Officer, effective August 2019, and
Executive Vice President of Investments in 2016. Mr. Chandler previously served as Managing Director since
2006. Prior to that, Mr. Chandler served in various investment officer positions since 1999.
(5) Mr. Thompson assumed the role of Executive Vice President, Chief Operating Officer, effective August 2019, and
Executive Vice President of Operations in 2016. Mr. Thompson previously served as our Managing Director -
East since 1993.
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. The content of our website is not incorporated by reference into this Annual
Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be
inactive textual references only.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), Philadelphia, PA. We offer a
dividend reinvestment plan (“DRIP”) that enables our shareholders to reinvest dividends automatically, as well as to make voluntary
cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (855) 449-0975 or our
Shareholder Relations Department at (904) 598-7000.
The Company’s common stock is listed on the NASDAQ Global Select Market and trades under the stock symbol “REG”.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley & Lardner LLP,
Jacksonville, Florida.
Annual Meeting of Shareholders
Our 2021 annual meeting of shareholders is currently expected to be held on Wednesday, May 5, 2021. In light of public health
concerns related to the COVID-19 pandemic, and to help protect the safety of our shareholders, directors, employees, and other
participants, the Company’s annual meeting will be conducted in a virtual-only format.
Defined Terms
In addition to the required Generally Accepted Accounting Principles (“GAAP”) presentations, we use certain non-GAAP
performance measures as we believe these measures improve the understanding of the Company's operational results. We believe
these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends
relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our
performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting,
5 forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, 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.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they
supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal
limitation of these non-GAAP financial measures is they may exclude significant expense and income items that are required by
GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment
about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to
compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP
measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of
operations or future prospects of the Company.
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our
operational results:
Development Completion is a property 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) the property features at
least two years of anchor operations, or (iii) three years have passed since the start of construction. Once deemed complete,
the property is termed a Retail Operating Property the following calendar year.
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled
mortgage principal paid to our lenders.
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts
(“Nareit”) defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax
expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi)
adjustments to reflect the Company’s share of unconsolidated partnerships and joint ventures.
Nareit Funds from Operations (“Nareit FFO”) is a commonly used measure of REIT performance, which Nareit defines as
net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, 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.
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions.
Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a
performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased,
rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our
financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO
is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from
operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows
from operations. We provide a reconciliation of Net Income Attributable to Common Stockholders to Nareit FFO.
Net Operating Income (“NOI”) is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and
other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease
income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization,
tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which
excludes both termination fee income and expenses.
Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in
Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that
distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance
program, are part of Non-Same Property.
Operating EBITDAre begins with the Nareit EBITDAre and excludes certain non-cash components of earnings derived from
above and below market rent amortization and straight-line rents. We provide a reconciliation of Net Income to Nareit
EBITDAre to Operating EBITDAre.
6
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership
interest) in our unconsolidated real estate investment partnerships.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic
interest in our consolidated and unconsolidated partnerships, when read in conjunction with the Company’s reported results
under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with
certain other non-GAAP measures, makes comparisons of other REITs’ operating results to ours more meaningful. The Pro-
rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental
details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the
assets, liabilities, and operating results of the properties in our portfolio
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more
accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our
portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and
liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or
loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such
allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to
prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
o The amounts shown on the individual line items were derived by applying our overall economic ownership interest
percentage determined when applying the equity method of accounting and do not necessarily represent our legal
claim to the assets and liabilities, or the revenues and expenses; and
o Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-
rata information.
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for
our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP
financial statements, using the Pro-rata information as a supplement.
Property In Development includes properties in various stages of ground-up development.
Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment.
Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property
where the majority of the income is generated from retail uses.
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods
being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same
Properties. Properties in Redevelopment are included unless otherwise indicated.
7
Item 1A. Risk Factors
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering
an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and
submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors
actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be
materially adversely affected.
Risk Factors Related to the COVID-19 Pandemic
Pandemics or other health crises, such as the pandemic, may adversely affect our tenants’ financial condition, the profitability
of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of
operations, cash flows and financial condition.
During the ongoing pandemic, U.S. federal, state, and local governments have continued to mandate or recommend various actions to
reduce or prevent the spread of COVID-19 which continues to directly impact many of our tenants, and in particular those whose
businesses may be considered non-essential. Grocery stores, which anchor over 80% of our operating centers, have generally been
able to continue operating and serving their customers. However, non-essential businesses such as dine-in restaurants, fitness facilities
and movie theaters in many states continue to experience significant declines in customer traffic when compared to previous years, or
have temporarily closed their locations (in some cases multiple times) in response to governmental orders or voluntary efforts to
support social distancing.
Due to the pandemic, certain tenants have requested rent concessions or have sought to renegotiate future rents based on changes to
the economic environment. Other tenants have chosen not to reopen or honor the terms of their existing lease agreements. In
addition, moratoria and other temporary legal restrictions in certain states on our ability to bring legal action to enforce our leases have
impacted our ability to collect rent and may continue to do so into 2021.
New leasing activity has declined and is expected to remain at lower levels than pre-pandemic into 2021 as businesses delay executing
leases amidst the immediate and uncertain future economic impacts of the pandemic. This, coupled with tenant failures, may result in
decreased demand for retail space in our centers, which could result in downward pressure on rents. Additionally, due to delays in
construction of tenant improvements due to the impacts of the pandemic, it may take longer before new tenants are able to open and
commence rent payments.
The pandemic has adversely impacted our ability to start or complete tenant buildouts, new ground up development and
redevelopment of existing properties. The pandemic has also impacted our ability to timely source materials for construction and
caused labor shortages, which have impacted our ability to complete construction projects on anticipated schedules. New or extended
government orders to combat the further spread of the virus could result in similar impacts to our development and redevelopment
projects and supply chain, which could have a material adverse effect on our business, financial condition and results of operation.
The full impacts of the pandemic on our future results of operations and overall financial performance remain uncertain. While the
vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease
obligations have been negatively impacted by the disruptions and uncertainties of the pandemic. Our tenants’ ability to respond to
these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers’ shopping habits and
behaviors, will impact their businesses’ ability to survive, and ultimately, their ability to comply with their lease obligations. The risk
of diminished sales and future closures exists so long as the virus remains active and continues to spread. Ultimately, the duration and
severity of the health crisis in the United States and the speed at which the country, states and localities are able to safely reopen and
remain open, will continue to materially impact the overall economy, our retail tenants, and therefore our results of operations,
financial condition and cash flows. Until the virus is contained or eradicated, or effective and reliable treatments and/or vaccines are
widely available and accepted by the public, commerce and employment may not return to pre-pandemic levels and we may
experience material reductions in our cash flows, NOI and financial performance compared to pre-pandemic periods.
8 Risk Factors Related to Operating Retail-Based Shopping Centers
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow,
and increase our operating expenses.
Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense
recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market
conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not
renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs
for renovations or concessions. Moreover, pandemics, such as the pandemic, may exacerbate the effects of these risks. The
economic and market conditions potentially affecting the retail industry and our properties specifically include the following:
changes in national, regional and local economic conditions;
changes in population and migration patterns to/from the markets in which we operate;
deterioration in the competitiveness and creditworthiness of our retail tenants;
increased competition from the use of e-commerce by retailers and consumers as well as other concepts such as super-stores
and warehouse clubs;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales;
reduced tenant demand for retail space;
oversupply of retail space;
reduced consumer demand for certain retail categories;
consolidation within the retail sector;
increased operating costs attendant to owning and operating retail shopping centers;
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and
acts of terrorism and war, natural disasters and other physical and weather-related damages to our properties.
To the extent that any or a combination of these conditions occur they are likely to impact the retail industry, our retail tenants, the
demand and market rents for retail space, the percent leased levels of our properties, our ability to sell, acquire or develop properties,
our operating results and our cash available for distributions to stock and unit holders.
Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside
pick-up may adversely impact our revenues and cash flows.
Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including the delivery or curbside pick-up
of items ordered online. The pandemic has likely accelerated these trends and their potential impacts. Retailers are considering
these e-commerce trends when making decisions regarding their bricks and mortar stores and how they will compete and innovate in a
rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods, which have historically
been less likely to be purchased online; however, the continuing increase in e-commerce sales in all retail categories may cause
retailers to adjust the size or number of their retail locations in the future or close stores. Our grocer tenants are incorporating e-
commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. In certain higher-
income markets, foot traffic at our centers may be impacted more meaningfully by these alternative delivery methods if consumers are
willing to pay premiums for such services. Changes in shopping trends as a result of the growth in e-commerce may also impact the
profitability of retailers that do not adapt to changes in market conditions, including their financial condition and ability to pay rent.
This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.
9 Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our
revenues and cash flow.
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. During the
year ended December 31, 2020, our properties in California, Florida, Texas, New York and Georgia accounted for 27.2%, 22.1%,
7.5%, 5.2%, and 5.1% respectively, of our NOI from Consolidated Properties plus our Pro-rata share from Unconsolidated Properties.
Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or
demand for retail space, deteriorate more significantly in these states compared to other geographic areas. For example, with respect
to the pandemic, California has imposed very stringent restrictions on re-opening and has implemented stringent eviction moratoria,
making it more difficult in certain circumstances to collect rent and enforce our leases. Additionally, there is a risk that many
businesses and residents in major metropolitan cities may desire to relocate to different states or suburban markets as a result of the
pandemic, following the impact of state regulations on businesses and residents coupled with the shift to remote work.
Our success depends on the continued presence and success of our “anchor” tenants.
“Anchor Tenants” (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant
portion of the total rent at a property and contribute to the success of other tenants by attracting shoppers to the property. Our net
income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant
Anchor Tenant:
becomes bankrupt or insolvent;
experiences a downturn in its business;
materially defaults on its leases;
does not renew its leases as they expire;
renews at lower rental rates and/or requires a tenant improvement allowance; or
renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-
lease the vacated space.
Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in
accordance with their lease agreement. Vacated anchor space, including space that may be owned by the anchor (as discussed
below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's
customer drawing power. In addition, if a significant tenant vacates a property, co-tenancy clauses in select lease contracts 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.
Additionally, some of our shopping centers are anchored by retailers who own their space whose location is within or immediately
adjacent to our shopping center (“shadow anchors”). In those cases, the shadow anchors appear to the consumer as a retail tenant of
the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow anchor were to close,
it could negatively impact our center as consumer traffic would likely be reduced.
A significant percentage of our revenues are derived from smaller “shop space” tenants and our net income may be adversely
impacted if our smaller shop tenants are not successful.
At December 31, 2020, tenants occupying less than 10,000 square feet (“Shop Space Tenants”) represent approximately 35.6% of our
GLA, with approximately 14.3% of those considered local tenants. These tenants may be more vulnerable to negative economic
conditions, including the impacts from pandemics, as they may have more limited resources and access to capital than Anchor
Tenants. Shop Space Tenants may be facing reduced sales as a result of an increase in competition including from e-commerce
retailers. The types of Shop Space Tenants vary from retail shops and restaurants to service providers. If we are unable to attract the
right type or mix of Shop Space Tenants into our centers, our revenues and cash flow may be adversely impacted.
During times of economic downturns or uncertainties, including during pandemics such as COVID-19, some tenants may suffer
disproportionally greater impacts and be at greater risk of default on their lease obligations or request lease concessions from us. If
we are unable to attract the right type or mix of low or non-credit tenants into our centers, our revenues and cash flow may be
adversely impacted.
10
We may be unable to collect balances due from tenants in bankruptcy.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or
all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only
to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it
is likely that we would recover substantially less than the full value of any unsecured claims we hold. Moreover, in the year ended
December 31, 2020, we saw meaningfully higher levels of tenant bankruptcies than in recent years as a result of the pandemic, and we
expect this trend to continue into at least the first half of 2021. Additionally, we may incur significant expense to recover our claim
and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for
bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-
petition amounts owed by the bankrupt tenant.
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease
income decreases.
Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area
expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general
economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they
may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently
to fully offset such circumstances, and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows,
operating results and financial performance may be adversely impacted.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may have a negative effect on us.
All of our properties are required to comply with the Americans with Disabilities Act (“ADA”), which generally requires that
buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers,
and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both.
While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically
under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than
anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may
be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building
codes and other land use regulations, as they may be adopted by governmental entities and become applicable to the properties. Costs
to be in compliance with the ADA or any other building regulations could be material and have a negative impact on our results of
operations.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.
Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be
recoverable. We evaluate whether there are any indicators, including property operating performance and general market conditions,
such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill)
may not be recoverable. 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 may 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 may 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 the use of comparable sales information and other market
data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach.
Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand,
competition and other relevant criteria, and therefore are subject to management judgment. The impacts of the pandemic to future
income, trends and prospects is uncertain and continues to evolve, therefore any assumptions impacting real estate values may be
subject to change in the future, which may impact the determination of fair value. In estimating the fair value of undeveloped land,
we generally use market data and comparable sales information.
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These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate
negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in
the future related to our assets.
We face risks associated with development, redevelopment and expansion of properties.
We actively pursue opportunities for new retail development and existing property redevelopment or expansion. Development and
redevelopment activities require various government and other approvals for entitlements and any delay in such approvals may
significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals
are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may
impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We
are subject to other risks associated with these activities, including the following:
we may be unable to lease developments or redevelopments to full occupancy on a timely basis;
the occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
actual costs of a project may exceed original estimates, possibly making the project unprofitable;
delays in the development or construction process may increase our costs;
construction cost increases may reduce investment returns on development and redevelopment opportunities;
we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;
the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development
and redevelopment projects within targeted timelines and may reduce our investment returns;
a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in
turn may reduce our net operating income; and
changes in the level of future development and redevelopment activity may adversely impact our results from operations by
reducing the amount of internal overhead costs that may be capitalized.
We face risks associated with the development of mixed-use commercial properties.
We have expanded our investment focus to include a limited number of more complex acquisitions and mixed-use development and
redevelopment projects in dense urban locations, which pose unique risks to our return on investment. Mixed-use projects refer to
real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes.
We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development
or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component
to a third-party developer, or partner with a developer.
If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically
associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or
selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings.
These unique risks may adversely impact our return on investment in these mixed-use development projects.
If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and
actions of those occupying the non-retail spaces in these mixed-use properties.
If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions
that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its
obligations necessitating that we complete the other components ourselves, including providing necessary financing.
In addition, redevelopment of existing shopping centers into mixed-use projects generally includes tenant vacancies before and during
the redevelopment, which could result in volatility in NOI.
We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading
anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above average household incomes and
12 population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the
following, any of which may adversely affect our results of operations and cash flows:
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 investment returns we project;
our investigation of an entity, property or building prior to our acquisition, and any representation we may have received
from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring
corrective action, which may increase our 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 may result in the property
failing to achieve our projected return, either temporarily or permanently;
we may not recover our costs from an unsuccessful acquisition;
our acquisition activities may distract or strain our management capacity; and
we may not be able to successfully integrate an acquisition into our existing operations platform.
We may be unable to sell properties when desired because of market conditions.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they
may not be readily convertible to cash. Moreover, pandemics such as COVID-19 may impact our ability to sell properties on our
preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including
properties held in joint ventures, in response to changes in economic, industry, or other conditions may be limited. The real estate
market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other
factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties
that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more
reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will
be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or
even exceed the carrying value of our investment.
Changes in tax laws could impact our acquisition or disposition of real estate.
Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We intend to utilize Internal Revenue
Code Section 1031 like-kind exchanges to mitigate taxable income; however, there can be no assurance that we will identify
properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate or significantly change
1031 exchanges. In the event that we do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to
shareholders or pay income tax, which may reduce our cash flow available to fund our commitments.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as
well as additional taxes and fees.
We cannot reliably predict the extent, rate, or impact of climate change. To the extent climate change causes adverse changes in
weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm intensity
and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers.
Climate and other environmental changes may result in volatile or decreased demand for retail space at certain of our properties or, in
extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by
increasing the cost of insurance, or making insurance unavailable. Moreover, while the federal government has not yet enacted
comprehensive legislation to address climate change, certain states in which we own and operate shopping centers, including
California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may
require us to make improvements to our existing properties, resulting in increased capital expenditures, or pay additional taxes and
fees assessed on us or our properties. Although we strive to identify, analyze, and respond to the risk and opportunities that climate
change presents, at this time, there can be no assurance that climate change will not have an adverse effect on the value of our
properties and our financial performance.
Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather
conditions and climate change.
A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes,
wildfires, sea-level rise due to climate change, and other natural disasters. At December 31, 2020, 22% of the GLA of our portfolio is
located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally,
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23% and 8% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in
these areas have increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in
the future. We recognize that the frequency and / or intensity of extreme weather events, sea-level rise, and other climatic changes
may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our
business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of
tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our
properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured
property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to
perceived risks.
Costs of environmental remediation may impact our financial performance and reduce our cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate
the presence of hazardous substances on the property, which in our case generally arise from former dry cleaners, gas stations,
asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or
was responsible for, the presence of hazardous substances. The presence of, or the failure to properly address the presence of,
hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can
provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties
will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in
environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.
Risk Factors Related to Corporate Matters
An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue
on those properties.
We carry comprehensive liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties with
policy specifications and insured limits customarily carried for similar properties. Some types of losses, such as losses from named
windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance
coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost
to procure such insurance may increase due to factors beyond our control. We may reduce the insurance we procure as a result of the
foregoing or other factors. While we believe our coverage is appropriate and adequate to cover our insurable risks, should a loss
occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of
our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial
condition, and our ability to make distributions to stock and unit holders.
Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage,
destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and
adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of attacks, their
businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Failure to attract and retain key personnel may adversely affect our business and operations.
The success of our business depends, in part, on the leadership and performance of our executive management team and key
employees, and our ability to attract, retain and motivate talented employees may significantly impact our future performance.
Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and
other key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future.
Losing any one or more of these persons may have an adverse effect on us.
14 The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regency’s
proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our
reputation and brand and expose us to potential liability and loss of revenues.
Many of our information technology systems (including those we use for administration, accounting, and communications, as well as
the systems of our co-investment partners and other third-party business partners and service providers, whether cloud-based or hosted
in proprietary servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of
our information technology systems also contain our proprietary information and other confidential information related to our
business. We are frequently subject to attempts to compromise our information technology systems. To the extent we or a third
party were to experience a material breach of our or such third party’s information technology systems that result in the unauthorized
access, theft, use, destruction or other compromises of tenants’ or employees' data or our confidential information stored in such
systems, including through cyber-attacks or other external or internal methods, such a breach may damage our reputation and cause us
to lose tenants and revenues, incur third party claims and cause disruption to our business and plans. Such security breaches also
could result in a violation of applicable U.S. privacy and other laws, and subject us to private consumer, business partner, or securities
litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal
liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.
Despite the ongoing significant investments in technology and training we make in cybersecurity, we can provide no assurance that we
will avoid or prevent such breaches or attacks.
Additionally, federal, state and local authorities continue to develop laws to address data privacy protection. Monitoring such
changes, and taking steps to comply, involves significant costs and effort by management, which may adversely affect our operating
results and cash flows.
Despite the implementation of security measures for our disaster recovery and business continuity plans, our systems are vulnerable to
damages from multiple sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war,
and telecommunication failure. Any system failure or accident that causes interruptions in our operations could result in a material
disruption to our business and cause us to incur additional costs to remedy such damages.
Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are
unable to ensure that our objectives will be pursued.
We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or
redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. These
investments, and other future similar investments may involve risks that would not be present were a third party not involved,
including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to
fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals
that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or
objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale
or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes
between us and partners or other owners might result in litigation or arbitration that may increase our expenses and prevent
management from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other
owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the
possibility of being liable for the actions of our partners or other owners. These factors may limit the return that we receive from
such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make
distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property
management, leasing and construction management fees from these partnerships as well as the operating income of the properties,
which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our
partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution
provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby
losing the operating income and cash flow.
15 Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market
capitalization rates and lower NOI at our properties which may dilute earnings.
As part of our funding strategy, we sell operating properties that no longer meet our investment standards or those with a limited
future growth profile. These sales proceeds are used to fund debt repayment, acquisition of operating properties, and the construction
of new developments and redevelopments. An increase in market capitalization rates or a decline in NOI may cause a reduction in
the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale
of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income
taxes in order to maintain our REIT status.
We depend on external sources of capital, which may not be available in the future on favorable terms or at all.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT
taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future
capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not
be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the
market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit
rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding 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 partnerships and joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional
equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase
our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and
proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real
estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our
business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate
altogether, our distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a
certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to
generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our
debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at
unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make
required mortgage payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes, unsecured term loans, and unsecured line of credit (the “Line”) contain customary covenants, including
compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants
may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt
agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately,
even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes, unsecured term loan, and
unsecured line of credit are cross-defaulted, which means that the lenders under those debt arrangements can require immediate
repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any
default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet
our obligations, and the market value of our stock.
16 Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our
credit facility, term loan, and certain secured borrowings. As of December 31, 2020, less than 1.0% of our outstanding debt was
variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate
debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the
terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest
rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our
other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.
Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not
yield the economic benefits we anticipate, which may adversely affect us.
We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk,
such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not
be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify
for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we
desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations
under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results
of operations.
The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might
change based on changes to the method in which LIBOR or its replacement rate is determined.
In July 2017, the Financial Conduct Authority (“FCA”) that regulates the London Inter-bank Offered Rate (“LIBOR”) announced it
intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and
the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”) which identified the Secured
Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. We are
not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any
changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged
increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about
the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to
remain available in its current form.
We have contracts that are indexed to LIBOR, including our $1.25 billion unsecured revolving credit facility and fifteen mortgages
within our consolidated and unconsolidated portfolios totaling $225.5 million on a Pro-rata basis, as well as interest rate swaps to fix
these variable cash flows with notional amounts totaling $177.0 million on a Pro-rata basis. These LIBOR based instruments mature
between 2020 and 2028. We are monitoring and evaluating the related risks, which include interest on loans or amounts received and
paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any
resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be
impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be
challenging, as they may require negotiation with the respective counterparty.
If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is
discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future
indebtedness and related interest rate swaps may be adversely affected.
While we expect LIBOR to be available in substantially its current form through June 2023, it is possible that LIBOR will become
nonrepresentative prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR
administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
17
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities.
The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of
our control, including:
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 REITs;
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;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional stockholders;
reports by corporate governance rating companies;
increased investor focus on sustainability-related risks, including climate change;
changes in our dividend payments;
potential tax law changes on REITs;
speculation in the press or investment community; and
general market and economic conditions.
These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations,
business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in
the future. A decrease in the market price of our common stock may reduce our ability to raise additional equity in the public
markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
There is no assurance that we will continue to pay dividends at 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 may have an adverse effect on the market price of
our common stock and other securities.
18 Risk Factors Relating to the Company’s Qualification as a REIT
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at
regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that
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 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 net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and
net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year
are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from
prior years. The fact that we hold many of our assets through 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 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 in order to maintain our REIT status. Although we believe that the
Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a
REIT for tax purposes.
Even if the Parent Company qualifies as a REIT for federal income tax purposes, 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.
New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or
promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or
the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified
dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by “C” corporations and are taxable at
ordinary income tax rates. The more favorable tax rates applicable to regular corporate qualified dividends may 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 may adversely affect the value of the shares of REITs, including the shares of our
capital stock.
Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common
stock if we do not qualify as a “domestically controlled” REIT.
A foreign person 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.
19 Legislative or other actions affecting REITs may have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the
IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect
Regency or our investors. We cannot predict how changes in the tax laws might affect Regency or our investors. New legislation,
Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as
a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us.
There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax
treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive
relative to an investment in a REIT.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction 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 (“TRS”).
Risks Related to the Company’s Common Stock
Restrictions on the ownership of the Parent Company’s capital stock to preserve its REIT status may delay or prevent a
change in control.
Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's
articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in
control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the
opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to
assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.
The issuance of the Parent Company's capital stock may delay or prevent a change in control.
The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock
and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of
preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the
Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring
party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholder’s percentage ownership in the Company may be diluted because of equity issuances for acquisitions,
capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees.
In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and
other factors.
In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one
or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other
special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally
may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our
common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events
or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or
liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
Item 1B. Unresolved Staff Comments
None.
20
Item 2. Properties
The following table is a list of the shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):
Location
Florida
California
Texas
Georgia
Connecticut
Colorado
New York
North Carolina
Washington
Ohio
Massachusetts
Oregon
Virginia
Illinois
Missouri
Tennessee
Pennsylvania
Maryland
Delaware
Michigan
South Carolina
Indiana
New Jersey
Total
December 31, 2020
December 31, 2019
Number of
Properties
GLA (in
thousands)
Percent of
Total GLA
Percent
Leased
Number of
Properties
GLA (in
thousands)
Percent of
Total GLA
Percent
Leased
90
54
23
21
14
13
11
10
9
8
8
7
6
6
4
3
3
2
1
1
1
1
1
297
10,732
8,397
3,047
2,048
1,457
1,098
1,370
897
857
1,211
898
741
941
1,081
408
318
317
334
232
97
51
279
218
37,029
29.0 %
22.7 %
8.2 %
5.5 %
3.9 %
3.0 %
3.7 %
2.4 %
2.3 %
3.3 %
2.4 %
2.0 %
2.5 %
2.9 %
1.1 %
0.9 %
0.9 %
0.9 %
0.6 %
0.3 %
0.1 %
0.8 %
0.6 %
100.0 %
92.4 %
92.0 %
88.8 %
91.4 %
91.7 %
95.8 %
89.2 %
96.0 %
96.6 %
97.4 %
90.7 %
94.9 %
78.1 %
94.6 %
100.0 %
94.6 %
97.1 %
89.1 %
94.6 %
100.0 %
98.4 %
95.8 %
99.3 %
92.2 %
89
57
23
21
14
14
11
10
9
8
9
7
7
6
4
3
3
3
1
1
1
1
1
303
10,629
8,633
3,050
2,048
1,453
1,146
1,367
901
857
1,209
931
741
1,256
1,081
408
318
317
334
232
97
51
279
218
37,556
28.3 %
23.0 %
8.1 %
5.5 %
3.9 %
3.1 %
3.6 %
2.4 %
2.3 %
3.2 %
2.5 %
2.0 %
3.3 %
2.9 %
1.1 %
0.8 %
0.8 %
0.9 %
0.6 %
0.3 %
0.1 %
0.7 %
0.6 %
100.0 %
94.0 %
96.8 %
90.7 %
94.6 %
95.0 %
96.5 %
93.4 %
95.5 %
98.3 %
98.6 %
91.7 %
95.4 %
84.2 %
95.5 %
100.0 %
100.0 %
97.6 %
93.4 %
95.3 %
100.0 %
97.4 %
100.0 %
99.0 %
94.7 %
Certain Consolidated Properties are encumbered by mortgage loans of $415.7 million, excluding debt issuance costs and premiums
and discounts, as of December 31, 2020.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $22.90 and $22.38
PSF as of December 31, 2020 and 2019, respectively.
21
The following table is a list of the shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):
Location
California
Virginia
Maryland
Florida
North Carolina
Texas
Washington
Colorado
Pennsylvania
Minnesota
New Jersey
Illinois
Indiana
District of Columbia
Georgia
Oregon
Delaware
South Carolina
Massachusetts
Connecticut
New York
Total
Number of
Properties
22
15
10
9
8
8
7
6
6
5
4
3
2
2
1
1
1
1
1
1
1
114
December 31, 2020
GLA (in
thousands)
Percent of
Total GLA
Percent
Leased
3,017
2,076
1,066
945
1,270
1,039
880
853
669
665
353
575
139
40
86
93
64
80
646
186
141
14,883
20.3 %
13.9 %
7.2 %
6.4 %
8.5 %
7.0 %
5.9 %
5.7 %
4.5 %
4.5 %
2.4 %
3.9 %
0.9 %
0.3 %
0.6 %
0.6 %
0.4 %
0.5 %
4.3 %
1.3 %
0.9 %
100.0 %
91.8 %
93.2 %
91.9 %
97.6 %
93.2 %
96.2 %
96.4 %
89.8 %
82.5 %
98.0 %
92.8 %
97.5 %
68.3 %
92.5 %
93.8 %
100.0 %
89.7 %
98.5 %
96.6 %
95.8 %
100.0 %
93.3 %
Number of
Properties
22
15
10
10
8
7
7
6
6
5
4
4
2
2
1
1
1
1
2
1
1
116
December 31, 2019
GLA (in
thousands)
Percent of
Total GLA
Percent
Leased
3,017
2,075
1,066
1,045
1,269
933
878
854
669
665
353
671
139
40
86
93
64
80
726
186
141
15,050
20.1 %
13.8 %
7.1 %
6.9 %
8.4 %
6.2 %
5.8 %
5.7 %
4.5 %
4.4 %
2.3 %
4.5 %
0.9 %
0.3 %
0.6 %
0.7 %
0.4 %
0.5 %
4.8 %
1.2 %
0.9 %
100.0 %
93.8 %
96.4 %
94.1 %
97.7 %
94.8 %
98.1 %
96.7 %
93.1 %
86.5 %
97.0 %
94.1 %
97.7 %
88.4 %
92.5 %
93.8 %
100.0 %
89.7 %
100.0 %
97.0 %
95.8 %
100.0 %
95.2 %
Certain Unconsolidated Properties are encumbered by non-recourse mortgage loans of $1.6 billion, excluding debt issuance costs and
premiums and discounts, as of December 31, 2020.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $21.84 and
$21.69 PSF as of December 31, 2020 and 2019, respectively.
22
The following table summarizes our top tenants occupying our shopping centers for Consolidated Properties plus our Pro-rata share of
Unconsolidated Properties, as of December 31, 2020, based upon a percentage of total annualized base rent (GLA and dollars in
thousands):
Tenant
Publix
Kroger Co.
Albertsons Companies, Inc.
Amazon/Whole Foods
TJX Companies, Inc.
CVS
Ahold/Delhaize
L.A. Fitness Sports Club
Nordstrom
Bed Bath & Beyond Inc.
Trader Joe's
Ross Dress For Less
JPMorgan Chase Bank
Gap, Inc
Starbucks
PETCO Animal Supplies, Inc
JAB Holding Company
Bank of America
Target
Wells Fargo Bank
H.E. Butt Grocery Company
Kohl's
Walgreens Boots Alliance
Best Buy
Dick's Sporting Goods, Inc.
T-Mobile
Ulta
AT&T, Inc
Staples, Inc.
Wal-Mart
Top Tenants
Percent of
Company
Owned
GLA
GLA
Annualized
Base Rent
Percent of
Annualized
Base Rent
Number of
Leased
Stores
2,827
2,784
1,794
1,099
1,337
652
455
487
320
469
271
545
132
232
137
286
179
132
570
131
411
612
223
229
291
118
166
107
183
630
17,809
6.7 % $
6.6 %
4.2 %
2.6 %
3.2 %
1.5 %
1.1 %
1.2 %
0.8 %
1.1 %
0.6 %
1.3 %
0.3 %
0.5 %
0.3 %
0.7 %
0.4 %
0.3 %
1.3 %
0.3 %
1.0 %
1.4 %
0.5 %
0.5 %
0.7 %
0.3 %
0.4 %
0.3 %
0.4 %
1.5 %
42.0 % $
31,034
27,355
25,957
23,431
22,705
15,345
11,356
9,920
9,085
8,876
8,723
8,521
7,507
7,328
7,164
7,144
7,090
6,945
6,642
6,587
6,143
5,867
5,509
5,308
5,010
5,005
4,847
4,712
4,192
4,186
309,494
3.5 %
3.1 %
2.9 %
2.6 %
2.5 %
1.7 %
1.3 %
1.1 %
1.0 %
1.0 %
1.0 %
1.0 %
0.8 %
0.8 %
0.8 %
0.8 %
0.8 %
0.8 %
0.7 %
0.7 %
0.7 %
0.7 %
0.6 %
0.6 %
0.6 %
0.6 %
0.5 %
0.5 %
0.5 %
0.5 %
34.7 %
69
54
45
35
62
56
12
14
9
18
27
25
43
18
96
34
65
43
6
48
6
8
22
7
5
82
18
59
10
6
1,002
Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater
than 10,000 square feet (“Anchor Leases”) generally have initial lease terms in excess of five years and are mostly comprised of
Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration.
Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common
area maintenance (“CAM”) expenses, and reimbursement for utility costs if not directly metered.
23 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):
Number of
Tenants
with
Expiring
Leases
Pro-rata
Expiring
GLA
Percent of
Total
Company
GLA
In Place Base
Rent Expiring
Under Leases
Percent of
Base Rent
Lease Expiration Year
(1)
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Thereafter
Total
309
1,086
1,365
1,177
1,062
997
551
334
308
260
304
317
8,070
492
2,928
5,296
4,612
5,227
4,774
3,412
1,955
2,216
1,692
1,767
4,298
38,669
1.3 % $
7.6 %
13.7 %
11.9 %
13.5 %
12.3 %
8.8 %
5.1 %
5.7 %
4.4 %
4.6 %
11.1 %
100.0 % $
13,666
73,888
119,979
111,456
115,448
112,143
75,723
47,750
54,558
34,925
41,840
78,683
880,059
Pro-rata
Expiring
Average
Base Rent
27.80
25.24
22.66
24.17
22.09
23.49
22.19
24.43
24.62
20.64
23.68
18.31
22.76
1.6 % $
8.4 %
13.6 %
12.7 %
13.1 %
12.7 %
8.6 %
5.4 %
6.2 %
4.0 %
4.8 %
8.9 %
100.0 % $
(1) Leases currently under month-to-month rent or in process of renewal.
During 2021, we have a total of 1,086 leases expiring, representing 2.9 million square feet of GLA. These expiring leases have an
average base rent of $25.24 PSF. The average base rent of new leases signed during 2020 was $26.22 PSF. During periods of
economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on
new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power,
which generally results in rental rate growth on new and renewal leases. As a result of the pandemic, new leasing activity has
declined as many businesses delay executing leases amidst its immediate and uncertain future economic impacts. This trend, coupled
with additional potential retail failures resulting from the pandemic, may result in decreased demand for retail space in our centers,
which could result in downward pressure on rents.
24
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35
Item 3. Legal Proceedings
We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any
litigation, nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on
information currently available to us, have a material adverse effect on our financial position or results of operations. However, no
assurances can be given as to the outcome of any threatened or pending legal proceedings.
Item 4. Mine Safety Disclosures
N/A
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Since November 13, 2018, our common stock has traded on the NASDAQ Global Select Market under the symbol “REG.” Before
November 13, 2018, our common stock traded on the NYSE, also under the symbol “REG.”
As of February 5, 2021, there were 46,958 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 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 revolving credit 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 during the quarter ended December 31, 2020.
The following table represents information with respect to purchases by the Parent Company of its common stock by months during
the three month period ended December 31, 2020:
Period
October 1, 2020, through
October 31, 2020
November 1, 2020, through
November 30, 2020
December 1, 2020, through
December 31, 2020
Total number
Total number of shares
of
shares
purchased (1)
purchased as part of
publicly announced plans
or programs (2)
Average price
paid per share
Maximum number or approximate
dollar value of shares that may yet be
purchased under the plans or
programs (2)
—
—
—
—
$
—
$
—
$
—
$
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$
—
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250,000,000
250,000,000
250,000,000
(1) Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's
Long-Term Omnibus Plan.
(2) On February 4, 2020, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time
to time, up to a maximum of $250 million of its outstanding common stock through open market purchases and/or in privately negotiated
transactions. Any shares purchased will be retired. This previously authorized program expired on February 5, 2021 and no shares were
repurchased under this share repurchase program. On February 3, 2021, the Company’s Board of Directors authorized a new common share
repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common
stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. This new authorization
will expire February 3, 2023, unless earlier terminated by the Board of Directors.
36
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, 2015. 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.
Regency Centers Corporation
S&P 500
FTSE NAREIT Equity REITs
FTSE NAREIT Equity Shopping Centers
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
$
100.00
100.00
100.00
100.00
103.97
111.96
108.52
103.68
107.70
136.40
114.19
91.90
94.76
130.42
108.91
78.53
105.58
171.49
137.23
98.18
80.33
203.04
126.25
71.04
37 Item 6. Selected Financial Data
The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31,
2020 (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.
Parent Company
Operating data:
Revenues
Operating expenses
Total other expense (income)
Income from operations before equity in income of
investments in real estate partnerships and income taxes
Equity in income of investments in real estate partnerships
Deferred income tax benefit of taxable REIT subsidiary
Net income
Income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends and issuance costs
Net income attributable to common stockholders
Income per common share - diluted
Nareit FFO (3)
Other information:
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
Cash dividends paid to common stockholders and unit
holders
Common dividends declared per share
Common stock outstanding including exchangeable
operating partnership units
Balance sheet data:
$
$
$
2020 (1)
2019
2018
2017 (2)
2016
$ 1,016,175
746,620
256,407
1,133,138
763,226
187,610
1,120,975
740,806
170,818
13,148
34,169
—
47,317
(2,428 )
44,889
—
44,889
182,302
60,956
—
243,258
(3,828 )
239,430
—
239,430
209,351
42,974
—
252,325
(3,198 )
249,127
—
249,127
984,326
744,763
113,661
125,902
43,341
(9,737 )
178,980
(2,903 )
176,077
(16,128 )
159,949
614,371
403,152
100,745
110,474
56,518
—
166,992
(2,070 )
164,922
(21,062 )
143,860
0.26
501,984
1.43
654,362
1.46
652,857
1.00
494,843
1.42
277,301
499,118
(25,641 )
(210,589 )
621,271
(282,693 )
(268,206 )
610,327
(106,024 )
(508,494 )
469,784
(1,007,230 )
568,948
297,177
(408,632 )
88,711
301,903
2.34
391,649
2.34
376,755
2.22
323,285
2.10
201,336
2.00
170,445
168,318
168,254
171,715
104,651
Real estate investments before accumulated depreciation (4) $ 11,569,013
10,936,904
Total assets
3,923,084
Total debt
4,878,757
Total liabilities
5,984,912
Total stockholders’ equity
73,235
Total noncontrolling interests
11,564,816
11,132,253
3,919,544
4,842,292
6,213,348
76,613
11,326,163
10,944,663
3,715,212
4,494,495
6,397,970
52,198
11,279,125
11,145,717
3,594,977
4,412,663
6,692,052
41,002
5,230,198
4,488,906
1,642,420
1,864,404
2,591,301
33,201
(1) 2020 Operating data includes the impact of the pandemic, including $117.0 million of higher uncollectible Lease income, which reduced
Revenues and Net cash provided by operating activities, and a $132.1 million Goodwill impairment charge included in Other expense (income),
as discussed further in Results from Operations.
(2) 2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the
Equity One portfolio, but also includes merger and integration related costs within Operating expenses.
(3) See Item 1, Defined Terms, for the definition of Nareit FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest
GAAP measure. Effective January 1, 2019, we prospectively adopted the Nareit FFO White Paper – 2018 Restatement (“2018 FFO White
Paper”), and elected the option of excluding gains on sale and impairments of land, which are considered incidental to our main business. Prior
period amounts were not restated to conform to the current year presentation.
Includes our Investments in real estate partnerships.
(4)
38 Operating Partnership
Operating data:
Revenues
Operating expenses
Total other expense (income)
2020 (1)
2019
2018
2017 (2)
2016
$ 1,016,175 1,133,138 1,120,975
740,806
170,818
763,226
187,610
746,620
256,407
984,326
744,763
113,661
614,371
403,152
100,745
Income from operations before equity in income of
investments in real estate partnerships and income taxes
Equity in income of investments in real estate partnerships
Deferred income tax (benefit) of taxable REIT subsidiary
Net income
Income attributable to noncontrolling interests
Net income attributable to the Partnership
Preferred unit distributions and issuance costs
Net income attributable to common unit holders
Income per common unit - diluted:
Nareit FFO (3)
Other information:
$
$
13,148
34,169
—
47,317
(2,225 )
45,092
—
45,092
182,302
60,956
—
243,258
(3,194 )
240,064
—
240,064
209,351
42,974
—
252,325
(2,673 )
249,652
—
249,652
125,902
43,341
(9,737 )
178,980
(2,515 )
176,465
(16,128 )
160,337
110,474
56,518
—
166,992
(1,813 )
165,179
(21,062 )
144,117
0.26
501,984
1.43
654,362
1.46
652,857
1.00
494,843
1.42
277,301
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
Distributions paid on common and limited partnership units
$
499,118
(25,641 )
(210,589 )
301,903
621,271
(282,693 )
(268,206 )
391,649
610,327
469,784
(106,024 ) (1,007,230 )
568,948
(508,494 )
323,285
376,755
297,177
(408,632 )
88,711
201,336
Balance sheet data:
Real estate investments before accumulated depreciation (4) $ 11,569,013 11,564,816 11,326,163 11,279,125 5,230,198
10,936,904 11,132,253 10,944,663 11,145,717 4,488,906
Total assets
3,923,084 3,919,544 3,715,212 3,594,977 1,642,420
Total debt
4,878,757 4,842,292 4,494,495 4,412,663 1,864,404
Total liabilities
6,020,639 6,249,448 6,408,636 6,702,959 2,589,334
Total partners’ capital
35,168
Total noncontrolling interests
30,095
37,508
40,513
41,532
(1) 2020 Operating data includes the impact of the pandemic, including $117.0 million of higher uncollectible Lease income, which reduced
Revenues and Net cash provided by operating activities, and a $132.1 million Goodwill impairment charge included in Other expense (income),
as discussed further in Results from Operations.
(2) 2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the
Equity One portfolio, but also includes merger and integration related costs within Operating expenses.
(3) See Item 1, Defined Terms, for the definition of Nareit FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest
GAAP measure. Effective January 1, 2019, we prospectively adopted the Nareit FFO White Paper – 2018 Restatement (“2018 FFO White
Paper”), and elected the option of excluding gains on sale and impairments of land, which are considered incidental to our main business. Prior
period amounts were not restated to conform to the current year presentation.
(4) Includes our Investments in real estate partnerships.
39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
COVID-19 Pandemic
For a discussion of the COVID-19 pandemic, refer to Part I Item 1. Business.
Executing on our Strategy
During the year ended December 31, 2020, we had Net income attributable to common stockholders of $44.9 million, which includes
the impacts of a $132.1 million Goodwill impairment charge and $117.0 million of uncollectible Lease income, as compared to Net
income attributable to common stockholders of $239.4 million during the year ended December 31, 2019.
During the year ended December 31, 2020:
Our Pro-rata same property NOI, excluding termination fees, declined 11.6%, primarily attributable to uncollectible Lease
income; however, as of February 8, 2021, we experienced sequential improvement in our Pro-rata base collection rates billed
by quarter as follows:
Base Rent Collections
Q2
79%
Q3
89%
Q4
92%
We executed 1,511 new and renewal leasing transactions representing 5.8 million Pro-rata SF with positive trailing twelve
month rent spreads of 2.2%, as compared to 1,702 leasing transactions representing 6.1 million Pro-rata SF with positive
trailing twelve month rent spreads of 8.5% in the prior year. Rent spreads are on comparable retail operating property spaces
in each period.
At December 31, 2020, our total property portfolio was 92.3% leased while our same property portfolio was 92.9% leased, as
compared to 94.8% leased and 95.1% leased, respectively, at December 31, 2019. Primarily as a result from the impacts of
the pandemic, our percent leased declined during 2020 due to tenant closures and bankruptcies, combined with declines in
new leasing activity.
We continued our development and redevelopment of high quality shopping centers in a targeted manner amidst the pandemic,
although many in process projects have stopped or slowed while we evaluate current market conditions and assess the feasibility of
these projects. As of December 31, 2020, we have a total of 14 properties in process of development or redevelopment with total
estimated Pro-rata project costs of $319.3 million as compared to 22 properties and $350.8 million at December 31, 2019.
We maintained a conservative balance sheet providing liquidity and financial flexibility to respond to these uncertain economic times
and to cost effectively fund investment commitments, opportunities, and debt maturities:
During March of 2020, we settled forward sales agreements under our ATM program that we entered into during 2019 by
delivering 1,894,845 shares of common stock and receiving $125.8 million in net proceeds. We used these proceeds for
working capital and general corporate purposes. Under our current ATM equity offering program, we may sell up to $500
million of common stock at prices determined by the market at the time of sale.
On May 11, 2020, we issued $600 million of 10 year senior unsecured public notes at 3.7%, which priced at 99.805%. The
proceeds of the offering were used to increase liquidity, including redeeming other outstanding public notes, repaying the
outstanding balance on our Line, and for general working capital purposes.
On September 2, 2020, we redeemed the entire $300 million outstanding of 3.75% Notes due 2022 for a redemption price of
$325.1 million, including accrued and unpaid interest through the redemption date and a make-whole amount.
As of December 31, 2020, we have a borrowing capacity of $1.2 billion on our Line of Credit (“Line”).
At December 31, 2020, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing twelve month basis was 6.0x as
compared to 5.4x at December 31, 2019.
Subsequent to December 31, 2020, we repaid our $265 million Term Loan, leaving us with no unsecured debt maturities until
2024.
Subsequent to December 31, 2020, we extended our Line maturity date to March 2025, retaining the same $1.25 billion
borrowing commitment.
40
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 and service providers to operate their businesses.
Pro-rata Percent Leased
The following table summarizes Pro-rata percent leased of our combined Consolidated and Unconsolidated shopping center portfolio:
Percent Leased – All properties
Anchor space
Shop space
December 31, 2020
December 31, 2019
92.3 %
95.1 %
87.5 %
94.8 %
97.3 %
90.6 %
Our percent leased in both the Anchor and Shop space categories declined during 2020 due to tenant closures and bankruptcies
primarily as a result from the impacts of the pandemic. Additionally, a number of tenants at our properties were either required or
elected to temporarily close due to the pandemic. Some of these tenants may be unable to sustain their business models in this
current pandemic environment and may fail. While the pandemic continues, we may be unable to find suitable replacement tenants
for an extended period of time and the terms of the leases with replacement tenants may be less favorable to us. As such, our percent
leased could decline further in future periods, resulting in reduced Lease income from both lower base rent and recoveries from
tenants for CAM, real estate taxes, and insurance costs at our centers.
Pro-rata Leasing Activity
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our co-investment
partnerships:
Anchor Space Leases
New
Renewal
Total Anchor Leases
Shop Space Leases
New
Renewal
Total Shop Space Leases
Total Leases
Anchor Space Leases
New
Renewal
Total Anchor Leases
Shop Space Leases
New
Renewal
Total Shop Space Leases
Total Leases
Year Ended December 31, 2020
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work PSF
Leasing
Commissions
PSF
19
107
126
369
1,016
1,385
1,511
442 $
2,854
3,296 $
608 $
1,866
2,474 $
5,770 $
14.69 $
13.77
13.89 $
34.61 $
32.30
32.87 $
22.03 $
Year Ended December 31, 2019
28.45 $
0.38
4.14 $
30.68 $
1.58
8.74 $
6.11 $
4.67
0.25
0.84
9.30
0.54
2.69
1.63
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work PSF
Leasing
Commissions
PSF
32
107
139
506
1,057
1,563
1,702
633 $
2,756
3,389 $
921 $
1,819
2,740 $
6,129 $
20.78 $
13.89
15.18 $
33.60 $
33.59
33.59 $
23.41 $
48.64 $
0.60
9.57 $
29.75 $
1.04
10.69 $
10.07 $
4.88
0.13
1.02
9.67
0.61
3.65
2.20
New leasing activity has declined as many businesses delay executing leases amidst the immediate and uncertain future economic
impacts from the pandemic; however, renewal leasing activity has remained consistent with 2019 levels. New and renewal rent
spreads, as compared to prior rents on these same spaces leased, remained positive at 2.2% for the twelve months ended December 31,
2020, although the spreads tightened throughout the year as compared to 5.7% for the twelve months ended December 31, 2019.
41 With the average annual base rent of all shop space leases due to expire during the next 12 months of $33.37 PSF, there is a possibility
of negative rent spreads occurring as we execute new or renewal lease deals, considering the total weighted average base rent on
signed shop space leases during 2020 was lower at $32.87 PSF.
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. Based on percentage of annualized base rent, the following table summarizes our most significant
tenants, of which the top four are grocers:
December 31, 2020
Percentage of
Company-
Percentage of
Annualized
Base Rent (1)
Number of
Stores
Anchor
Publix
Kroger Co.
Albertsons Companies, Inc.
Amazon/Whole Foods
TJX Companies, Inc.
(1) Includes Regency's Pro-rata share of Unconsolidated Properties and excludes those owned by
owned GLA (1)
6.7 %
6.6 %
4.2 %
2.6 %
3.2 %
69
54
45
35
62
3.5 %
3.1 %
2.9 %
2.6 %
2.5 %
anchors.
Bankruptcies and Credit Concerns
The impact of bankruptcies may increase significantly if tenants occupying our centers are unable to withstand and recover from the
disruptions caused by the pandemic, which could materially adversely impact our Lease income. Since the pandemic began, we have
seen an increase in the number of tenants filing for bankruptcy. Due to the pandemic there has been and continues to be a greater
focus on whether tenants’ businesses are considered essential or non-essential, which may directly impact the tenants’ ability to
operate and generate sufficient cash flows to meet their operating expenses, including lease payments. Continued higher
unemployment levels could also negatively impact consumer spending and, along with large-scale business failures, have an adverse
effect on our results from operations. We seek to mitigate these potential impacts through tenant diversification, replacing weaker
tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining a
presence in affluent suburbs and dense infill trade areas. As of December 31, 2020, approximately 63% of Pro-rata average base rent
in our portfolio is derived from tenants’ businesses classified as essential.
Since the pandemic began, the Company has been closely monitoring its cash collections which significantly declined from historic
levels in the initial months of the pandemic, most notably from tenants whose businesses are classified as non-essential. The
pandemic has continued to result in certain tenants requesting concessions from rent obligations, including deferrals, abatements and
requests to negotiate future rents, while some tenants have been unable to reopen or have not honored the terms of their existing lease
agreements. The Company has entered into approximately 1,600 agreements, representing $40.8 million of Pro-rata base rent or
4.6% of our total annual base rent, with tenants within our consolidated real estate portfolio and our unconsolidated real estate
investment partnerships, enabling them to defer a portion of their rental payments and repay them over future periods. The Company
expects to continue to work with other tenants, which may result in further rent concessions or legal actions as determined to be
necessary and appropriate. Due to the uncertainty surrounding the pandemic, there can be no assurances that all such deferred rent
will ultimately be collected, or collected within the timeframes agreed upon.
We closely monitor the operating performance of tenants in our shopping centers as well as those experiencing significant changes to
their business models, as can be seen through reduced customer traffic in their stores. Operators / tenants who are unable to
withstand these and other business pressures, such as significant cash flow declines or debt maturities, may file for bankruptcy. As a
result of our research and findings, we may reduce new leasing, suspend leasing, or curtail allowances for construction of leasehold
improvements within certain retail categories or to a specific tenant in order to reduce our risk of loss from bankruptcies and store
closings.
Although base rent is supported by long-term lease contracts, tenants who file bankruptcy generally have the legal right to reject any
or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid
only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a
result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may
incur significant expense to adjudicate our claim and to release the vacated space. 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.
As of December 31, 2020, tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an
aggregate of 0.4% of our annual base rent on a Pro-rata basis. We anticipate fewer tenant bankruptcies in 2021, but it is possible they
could increase depending on the length and severity of the pandemic.
42
Results from Operations
Comparison of the years ended December 31, 2020 and 2019:
Our revenues changed as summarized in the following table:
(in thousands)
Lease income
Other property income
Management, transaction, and other fees
Total revenues
Change
$
2019
2020
980,166 1,094,301
9,201
29,636
$ 1,016,175 1,133,138
9,508
26,501
(114,135 )
307
(3,135 )
(116,963 )
Lease income decreased $114.1 million, driven by the following contractually billable components of rent to the tenants per the lease
agreements:
$105.1 million decrease from recognizing additional Uncollectible lease income, consisting of $28.1 million increase in
uncollectible Straight-line rent receivables and $77.0 million increase in uncollectible billable tenant receivables. The pandemic
has been most impactful to those tenants considered non-essential by governmental authorities. The current economic
environment has resulted in changes in our expectations of collecting certain tenant receivables and their related future contracted
rent increases previously recognized through straight-line rent. Approximately 92% of Pro-rata base rent billed for the three
months ended December 31, 2020, has been collected as of February 8, 2021.
$5.7 million decrease from billable Base rent, as follows:
$1.6 million increase from rent commencing at development properties; and
$6.2 million net increase primarily from acquisitions of operating properties; reduced by
$2.0 million net decrease from same properties due to the loss of rents from tenant move-outs and bankruptcies and
rental rate declines, offset by increases from contracted rent increases in existing leases; and
$11.5 million decrease from the sale of operating properties.
$3.2 million decrease in Above and below market rent primarily from the sale of operating properties.
$1.6 million increase in Other lease income from higher lease termination fees.
$1.4 million decrease in Percentage rent due to lower sales in this pandemic environment by certain tenants.
$361,000 remaining net decrease driven primarily by a reduction in straight-line rent.
Management, transaction and other fees decreased $3.1 million primarily from decreases in development, construction management,
and property management fees from projects within our unconsolidated partnerships. Two development projects within our
unconsolidated partnerships completed during 2019, resulting in reduced development fees in 2020. Additionally, decreases in
property rent collections during this pandemic have negatively impacted our property management income earned from our
unconsolidated partnerships.
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
Total operating expenses
2020
345,900
170,073
75,001
143,004
12,642
746,620
$
$
2019
374,283
169,909
74,984
136,236
7,814
763,226
(28,383 )
164
17
6,768
4,828
(16,606 )
Change
Depreciation and amortization costs changed as follows:
$2.0 million increase as we began depreciating costs at development properties where tenant spaces were completed and
became available for occupancy; and
43
$1.9 million increase from acquisitions of operating properties and corporate assets; reduced by
$26.9 million net decrease at same properties, primarily attributable to additional 2019 depreciation and amortization due to
both redevelopment properties and early tenant move-outs; and
$5.4 million decrease from the sale of operating properties.
Operating and maintenance costs remained steady even with increases in property insurance premiums as those increases were offset
by decreases in common area maintenance costs during the pandemic and a decrease in lease termination expense.
General and administrative expenses remained constant although there was a $10.2 million increase from less development overhead
capitalized as many development and redevelopment projects were delayed due to the pandemic, offset by $8.2 million decrease in
incentive compensation costs, and $2.3 million decrease in other expenses related to lower travel and conference costs amidst the
pandemic.
Real estate taxes changed as follows:
$1.7 million increase from development properties where capitalization ceased as tenant spaces became available for
occupancy; and
$1.1 million increase from acquisitions of operating properties; and
$5.7 million increase within the same property portfolio from changes in assessed property values; reduced by
$1.7 million decrease from the sale of operating properties.
Other operating expenses increased $4.8 million primarily attributable to a $7.9 million increase in development pursuit costs charged
to expense for abandoned projects, offset by a $2.9 million decrease in state and franchise taxes.
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
Goodwill impairment
Provision for impairment of real estate, net of tax
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
Total other expense (income)
$
The $5.4 million net increase in total interest expense is primarily due to:
2020
2019
Change
148,371
9,933
(4,355 )
4,329
(1,600 )
156,678
132,128
18,536
(67,465 )
21,837
(5,307 )
256,407
131,357
17,604
(4,192 )
7,564
(1,069 )
151,264
—
54,174
(24,242 )
11,982
(5,568 )
187,610
17,014
(7,671 )
(163 )
(3,235 )
(531 )
5,414
132,128
(35,638 )
(43,223 )
9,855
261
68,797
$17.0 million net increase in Interest on notes payable, primarily related to the timing of issuing new unsecured notes of $600
million during 2020, whereby we held the proceeds in cash on our balance sheet as liquidity reserves related to the pandemic
until we redeemed $300 million of unsecured debt in September 2020 and $265 million of Term Loan debt in January 2021;
partially offset by
$7.7 million decrease in Interest on unsecured credit facilities resulting from the repayment of a term loan using proceeds
from a senior unsecured note issuance; and
$3.2 million decrease in Hedge expense resulting from the maturity of a forward swap hedging ten-year senior unsecured
notes.
44 During the year ended December 31, 2020, we recognized $132.1 million of Goodwill impairment, due to the significant market and
economic impacts of the pandemic. The market disruptions triggered evaluation of reporting unit fair values for goodwill
impairment. Of our 269 reporting units with goodwill, 87 reporting units were determined to have fair values lower than carrying
value. As such, goodwill impairment losses were recognized for the amount that the carrying amount of the reporting unit, including
goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit.
The $35.6 million decrease in Provision for impairment of real estate is due to:
During 2019, we recognized $54.2 million of impairment losses, including $40.3 million for one operating property,
classified as held and used, which was further impaired in 2020 as noted below.
During 2020, we recognized $18.5 million of impairment losses resulting from impairment of two operating properties and
the sale of one land parcel. This includes an additional $17.5 million impairment of a single tenant property located in the
Manhattan market of New York City that was previously impaired during 2019 as a result of its retail tenant declaring
bankruptcy. As the pandemic continues to impact the leasing market, limiting visibility for replacement prospects for this
property, our hold period probabilities have shifted triggering further evaluation of the current fair value resulting in the
additional impairment charge in 2020.
During 2020, we recognized gains of $67.5 million from the sale of ten land parcels, five operating properties, receipt of property
insurance proceeds, and the re-measurement gain from the acquisition of controlling interest in a previously held equity investment.
During 2019, we sold five operating properties and six land parcels for gains totaling $24.2 million.
During 2020, we incurred $21.8 million of debt extinguishment costs of which $19.4 million related to the early redemption of our
unsecured notes due to mature in 2022 and a $2.4 million charge for termination of an interest rate swap on our term loan that was
repaid in January 2021. During 2019, we redeemed unsecured notes and repaid one mortgage, all prior to original maturity, resulting
in $12 million of debt extinguishment costs.
Our equity in income (losses) of investments in real estate partnerships changed as follows:
(in thousands)
GRI - Regency, LLC (GRIR)
Equity One JV Portfolio LLC (NYC)
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 (1)
$
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
20.01%
35.00% - 50.00%
Total equity in income of investments in real estate partnerships
$
2020
2019
Change
25,425 $
488
1,030
1,045
757
1,296
790
3,338
34,169 $
43,536
(9,967 )
1,626
1,748
1,062
3,796
1,028
18,127
60,956
(18,111 )
10,455
(596 )
(703 )
(305 )
(2,500 )
(238 )
(14,789 )
(26,787 )
(1)
Includes our investment in the Town and Country shopping center, which we owned 18.38% during 2019. In January 2020, we
purchased an additional 16.62%, bringing our total ownership interest to 35%.
The $26.8 million decrease in total Equity in income in investments in real estate partnerships is attributed to:
$18.1 million decrease within GRIR primarily due to the following:
o $9.9 million decrease from higher uncollectible lease income attributable to the impact of the pandemic on tenants;
and
o $9.4 million decrease driven by gains recognized during 2019 on the sale of operating real estate; reduced by
o $1.6 million increase from additional termination fee income in 2020.
$10.5 million increase within NYC primarily due to the $10.9 million provision for impairment of real estate recognized in
2019; offset by
$2.5 million decrease within RegCal primarily due to a $2.5 million gain recognized during 2019 on the sale of an operating
property within the partnership;
45
$14.8 million decrease within Other investments in real estate partnerships primarily due to a $15.0 million gain recognized
during 2019 on the sale of a single operating property; and
All of our investments in real estate partnerships experienced higher amounts of uncollectible lease income, negatively
impacting our equity in income.
The following represents the remaining components that comprise net income attributable to the common stockholders and unit
holders:
(in thousands)
Net income
Income attributable to noncontrolling interests
Net income attributable to common stockholders
2020
2019
Change
$
$
47,317
(2,428 )
44,889
243,258
(3,828 )
239,430
(195,941 )
1,400
(194,541 )
Net income attributable to exchangeable operating partnership
units
Net income attributable to common unit holders
$
203
45,092
634
240,064
(431 )
(194,972 )
Comparison of the years ended December 31, 2019 and 2018:
For a comparison of our results from operations for the years ended December 31, 2019 and 2018, see “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on February 18, 2020.
Supplemental Earnings Information
We use certain non-GAAP performance measures, in addition to certain performance metrics determined under GAAP, as we believe
these measures improve the understanding of our operating results. We believe these non-GAAP measures provide useful
information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and
results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend
analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We
provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our
consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe
presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating
results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP
performance measures to determine how best to provide relevant information to the public, and thus such reported measures could
change. See “Defined Terms” in Part I, Item 1.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they
supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal
limitation of these non-GAAP financial measures is they may exclude significant expense and income items that are required by
GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment
about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to
compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP
measures are provided. Non-GAAP financial measures should not be relied upon in evaluating our financial condition, results of
operations, or future prospects.
46
Pro-rata Same Property NOI:
Our Pro-rata same property NOI changed as follows:
(in thousands)
Base rent (1)
Recoveries from tenants (1)
Percentage rent (1)
Termination fees (1)
Uncollectible lease income
Other lease income (1)
Other property income
Total real estate revenue
Operating and maintenance
Termination expense
Real estate taxes
Ground rent
Total real estate operating expenses
Pro-rata same property NOI
Less: Termination fees / expense
Pro-rata same property NOI, excluding termination fees / expense
Pro-rata same property NOI growth, excluding termination fees /
expense
2020
2019
Change
$
$
$
830,516
265,616
6,963
7,695
(84,073 )
9,914
6,445
1,043,076
168,039
25
151,615
10,307
329,986
713,090
7,670
705,420
833,749
266,792
8,476
3,438
(5,073 )
10,336
7,507
1,125,225
167,190
520
145,839
10,610
324,159
801,066
2,918
798,148
(3,233 )
(1,176 )
(1,513 )
4,257
(79,000 )
(422 )
(1,062 )
(82,149 )
849
(495 )
5,776
(303 )
5,827
(87,976 )
4,752
(92,728 )
(11.6 )%
(1) Represents amounts included within Lease income, in the accompanying Consolidated Statements of Operations and further
discussed in Note 1, that are contractually billable to the tenant per the terms of the lease agreements.
Billable Base rent decreased $3.2 million due to loss of rents from bankruptcies and other tenant move-outs which were partially
offset by contractual rent increases.
Recoveries from tenants decreased $1.2 million largely due to declines in percent leased stemming from bankruptcies and other tenant
move-outs.
Percentage rent decreased $1.5 million principally due to lower tenant sales which were impacted by lockdowns during the pandemic
which affected customer traffic and tenant sales.
Termination fees increased $4.3 million primarily due to strategic changes in merchandising mix and negotiated terminations for
tenant failures related to COVID-19.
Uncollectible lease income increased $79.0 million due to changes in collection expectations of our lease income caused by the impact
of the pandemic on our tenants.
Other property income decreased $1.1 million primarily due to reduced demand for paid parking during the pandemic.
Real estate taxes increased $5.8 million due to changes in assessed values at properties across our portfolio.
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)
Properties under or being repositioned for redevelopment
Ending same property count
(1) SF adjustments arise from remeasurements or redevelopments.
2020
2019
Property
Count
GLA
Property
Count
GLA
396
5
40,525
315
399
6
40,866
415
3
(8 )
—
(3 )
393
553
(677 )
(43 )
(445 )
40,228
3
(11 )
—
(1 )
396
358
(1,204 )
194
(104 )
40,525
47
Nareit FFO:
Our reconciliation of net income attributable to common stock and unit holders to Nareit 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: (1)
2020
2019
$
44,889
239,430
Depreciation and amortization (excluding FF&E)
Goodwill impairment
Provision for impairment of real estate
Gain on sale of real estate, net of tax
Exchangeable operating partnership units
Nareit FFO attributable to common stock and unit holders
$
375,865
132,128
18,778
(69,879 )
203
501,984
402,888
—
65,074
(53,664 )
634
654,362
(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share
attributable to noncontrolling interests.
Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of Net income attributable to common stockholders to Same Property NOI, on a Pro-rata basis, is as follows:
(in thousands)
Net income attributable to common stockholders
Less:
Management, transaction, and other fees
Other (1)
Plus:
Depreciation and amortization
General and administrative
Other operating expense
Other expense (income)
Equity in income of investments in real estate excluded from NOI (2)
Net income attributable to noncontrolling interests
Pro-rata NOI
Less non-same property NOI (3)
Pro-rata same property NOI
2020
2019
$
$
44,889
26,501
25,912
345,900
75,001
12,642
256,407
59,726
2,428
744,580
(31,490 )
713,090 $
239,430
29,636
58,904
374,283
74,984
7,814
187,610
39,807
3,828
839,216
(38,150 )
801,066
(1)
(2)
(3)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and
noncontrolling interest.
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated
out above for our consolidated properties.
Includes revenues and expenses attributable to non-same properties, sold properties, development properties, and corporate
activities.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our
development and redevelopment projects, fund our investment activities, and maintain financial flexibility. We continuously monitor
the capital markets and evaluate our ability to issue new debt or equity, to repay maturing debt, or fund our capital commitments.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the
commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership or by our co-investment
partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent
Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will
simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
48 As the pandemic and its related impacts continue to evolve, we have taken the following steps to ensure sufficient liquidity and
financial flexibility:
We settled our forward equity agreements under our previous ATM program and received proceeds of approximately $125.8
million in March 2020.
We renewed our ATM equity offering program in May 2020 which provides for the sale of $500 million of common stock.
As of December 31, 2020, all $500 million of common stock remained available for issuance.
We issued $600 million of new 10-year senior unsecured public notes in May 2020 and received proceeds of $598.8 million.
Portions of the proceeds were used to repay the outstanding balance on our Line and to redeem in September 2020 our $300
million 3.75% unsecured Notes due 2022.
In January 2021, we repaid our $265 million Term Loan, resulting in no unsecured notes maturing until 2024.
We have a borrowing capacity on our Line of $1.2 billion, which in February 2021 was amended to extend the maturity to
March 23, 2025 with the option to extend the maturity for two additional six-month periods. Our existing financial
covenants under the Line remained unchanged. We also had $376.1 million of unrestricted cash available to us as of
December 31, 2020, of which $265 million was used to repay the Term Loan in January 2021.
We also continue to closely monitor and assess the capital requirements of all in process and planned developments, redevelopments,
and capital expenditures, which has resulted in our delaying, phasing or curtailing certain in-process and planned development,
redevelopment and capital expenditure projects. We have no unsecured debt maturities until 2024 and a manageable level of secured
mortgage maturities during 2021, including those mortgages within our joint ventures.
We continually evaluate alternative financing options, and we believe we can obtain financing on reasonable terms; however, there
can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us.
Based upon our available cash balance, sources of capital, our current credit ratings, the number of high quality, unencumbered
properties we own, and our decisions to delay, phase or curtail projects, we believe our available capital resources are sufficient to
meet our expected capital needs for at least the next 12 months.
In addition to our unrestricted cash at December 31, 2020, we have the following additional sources of capital available:
(in thousands)
ATM equity program (see note 12 to our Consolidated Financial Statements)
Original offering amount
Available capacity
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount
Available capacity
(2)
Maturity
(1) Net of letters of credit.
(2)
(1)
December 31, 2020
$
$
$
$
500,000
500,000
1,250,000
1,240,342
March 23, 2025
In February 2021, the Company amended its Line agreement, which was due to mature in March 2022, to, among
other items, extend the maturity date to March 23, 2025 with the option to extend the maturity for two additional
six-month periods while retaining the same $1.25 billion borrowing capacity.
The declaration of dividends is determined quarterly by our Board of Directors. On February 10, 2021, our Board of Directors
declared a common stock dividend of $0.595 per share, payable on April 6, 2021, to shareholders of record as of March 15, 2021.
While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount
of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal
income tax purposes.
We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended
December 31, 2020 and 2019, we generated cash flow from operations of $499.1 million and $621.3 million, respectively, and paid
$403.3 million and $391.6 million in dividends to our common stock and unit holders, respectively, including the payment of the
dividend we declared on December 15, 2020 and paid on January 5, 2021 of $101.4 million. We are closely monitoring our cash
collections from our tenants which significantly declined from historic levels at the start of the pandemic and resulting restrictions.
49 As of February 8, 2021, we experienced sequential improvement in our collection rates of Pro-rata base rent billed by quarter in 2020
as follows:
Base Rent Collections
Q2
79%
Q3
89%
Q4
92%
Based upon our collection experience since the pandemic began, we expect our collection rates will continue to trend lower than
historical pre-pandemic averages for the foreseeable future until the vaccines are fully deployed, restrictions are lifted, and the percent
leased in our shopping centers increases. If our cash flow from operations is insufficient to fund our current dividend level, a
reduction in our cash dividend may be necessary or dividends could be paid in Regency stock, in order to remain in compliance with
minimum REIT distributions.
We currently have 14 development and redevelopment projects in various stages of construction, along with a pipeline of potential
projects for future development or redevelopment. As the effects of the pandemic remain uncertain, we continue to evaluate the
pandemic’s impacts on the feasibility of our pipeline projects and non-essential capital expenditures, including project scope,
investment, tenant use, timing and return on investment.
After repaying our $265 million Term Loan and funding our dividend payment in January 2021 with cash on hand, we estimate that
we will require capital during the next twelve months of approximately $353.6 million to repay maturing debt, to fund construction
and related costs for committed tenant improvements and in-process development and redevelopment, and to make capital
contributions to our co-investment partnerships. If we start new developments or redevelopments, commit to new acquisitions,
prepay debt prior to maturity, or repurchase shares of our common stock, our cash requirements will increase. The combination of
our $1.2 billion capacity available on our Line and no unsecured debt maturities until 2024 strengthens our financial position enabling
us to fund our expected near-term operating and capital expenditures amid the uncertainty of operating cash flows during this
pandemic and recovery period. We expect to generate the necessary cash to fund our long-term capital needs from cash flow from
operations, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, and when
the capital markets are favorable, proceeds from the sale of equity or the issuance of new unsecured debt.
We endeavor to maintain a high percentage of unencumbered assets, as measured by 89.6% of our wholly-owned real estate assets
being unencumbered at December 31, 2020. Such assets allow us to access the secured and unsecured debt markets and to maintain
availability on the Line. Our trailing twelve month Fixed charge coverage ratio, including our Pro-rata share of our partnerships, was
3.6x and 4.3x for the periods ended December 31, 2020 and 2019, respectively, and our Pro-rata net debt-to-operating EBITDAre
ratio on a trailing twelve month basis was 6.0x and 5.4x, respectively, for the same periods. We expect that these ratios could worsen
during 2021 as a result of potential further impacts from the ongoing pandemic.
Our Line, Term Loan, and unsecured debt 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, 2020, and expect to remain in
compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase in cash, cash equivalents, and restricted cash
Total cash, cash equivalents, and restricted cash
2020
499,118
(25,641 )
(210,589 )
262,888
378,450 $
$
$
Net cash provided by operating activities:
Net cash provided by operating activities decreased by $122.2 million due to:
Change
2019
621,271
(282,693 )
(268,206 )
70,372
115,562
(122,153 )
257,052
57,617
192,516
262,888
$129.0 million decrease in cash flows from operating income, largely resulting from lower rent collections attributable to the
impact of the pandemic on our tenants. However, we continue to negotiate with some of our tenants on repayment periods
and since the pandemic began, we have executed approximately 1,600 rent deferral agreements, representing $40.8 million of
rent or 4.6% of annual base rent, within our consolidated and unconsolidated real estate portfolios. The weighted average
deferral period of these agreements is approximately 3.3 months, with repayment periods of approximately 9.7 months
beginning in December 2020. Due to the uncertainty surrounding the pandemic, there can be no assurances how much
50
deferred rent will ultimately be paid, or paid within the timeframes negotiated and agreed upon. The duration and severity of
the pandemic will continue to impact our ability to generate cash flow from operations; offset by,
$6.9 million increase from cash paid in 2019 to settle treasury rate locks put in place to hedge changes in interest rates on our
30 year fixed rate debt offering and to settle an interest rate swap on the repayment of our $300 million term loan, both
during 2019.
Net cash used in investing activities:
Net cash used in investing activities changed by $257.1 million as follows:
(in thousands)
Cash flows from investing activities:
2020
2019
Change
Acquisition of operating real estate
Advance deposits refunded (paid) on acquisition of operating real
estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Proceeds from property insurance casualty claims
(Issuance) collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
$
(16,867 )
(222,444 )
205,577
100
(180,804 )
189,444
7,957
(1,340 )
(51,440 )
32,125
353
(25,155 )
19,986
(25,641 )
(125 )
(200,012 )
137,572
9,350
(547 )
(66,921 )
63,693
660
(23,458 )
19,539
(282,693 )
225
19,208
51,872
(1,393 )
(793 )
15,481
(31,568 )
(307 )
(1,697 )
447
257,052
$
Significant investing activities included:
We acquired one operating property for $16.9 million during 2020 and four operating properties for $222.4 million during
2019.
We invested $19.2 million less in 2020 than 2019 on real estate development, redevelopment, and capital improvements, as
further detailed in a table below.
We received proceeds of $189.4 million from the sale of 6 shopping centers and 11 land parcels in 2020, including proceeds
from a short term note issued at closing and repaid during the same period, compared to $137.6 million for 7 shopping
centers and 6 land parcels in 2019.
We received property insurance claim proceeds of $8.0 million during 2020 primarily related to a single property damaged by
a tornado in 2020 and additional proceeds received on prior year fire and tornado claims. We received proceeds of $9.4
million during 2019 attributable to a single property that was severely damaged by a tornado in that year.
We invested $51.4 million in our real estate partnerships during 2020, including:
o $19.6 million to fund our share of development and redevelopment activities,
o $16.0 million to fund our share of acquiring an additional equity interest in one partnership, and
o $15.8 million to fund our share of debt refinancing activities.
During the same period in 2019, we invested $66.9 million in our real estate partnerships, including:
o $44.3 million to fund our share of development and redevelopment activities,
o $9.7 million to fund our share of acquiring an additional equity interest in one partnership,
o $8.2 million to fund our share of acquiring land under one shopping center that was previously under a ground lease,
and
o $4.7 million to fund our share of repayments for maturing debt.
Return of capital from our investments in real estate partnerships includes sales or financing proceeds. The $32.1 million
received in 2020 is driven by our share of proceeds from debt refinancing activities and the sale of two operating properties.
51
During the same period in 2019, we received $63.7 million from the sale of four operating properties and our share of
proceeds from debt refinancing activities.
Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance
company and our deferred compensation plan.
We plan to continue developing and redeveloping shopping centers for long-term investment, although in the midst of the pandemic
we are re-evaluating the feasibility of all pipeline development and redevelopment projects. This evaluation may result in curtailment,
delay or phasing of some or all projects, as well as limiting capital expenditures not immediately necessary as the economic situation
continues to unfold. During 2020, we deployed capital of $180.8 million for the development, redevelopment, and improvement of
our real estate properties, comprised of the following:
(in thousands)
Capital expenditures:
Land acquisitions for development / redevelopment
Building and tenant improvements
Redevelopment costs
Development costs
Capitalized interest
Capitalized direct compensation
$
Real estate development and capital improvements
$
2020
2019
Change
—
46,902
98,177
20,155
3,762
11,808
180,804
5,206
62,012
70,854
47,699
2,870
11,371
200,012
(5,206 )
(15,110 )
27,323
(27,544 )
892
437
(19,208 )
During 2019, we acquired two land parcels for new development and redevelopment projects. We had no such land parcel
acquisitions during 2020.
Building and tenant improvements decreased $15.1 million during the year ended December 31, 2020, primarily related to
the timing of capital projects and our active management of capital spend to preserve liquidity.
Redevelopment expenditures were higher during 2020 due to the timing, magnitude, and number of projects in process.
Subject to capital availability, we intend to continuously improve our portfolio of shopping centers through redevelopment
which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building
construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project
varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See
the tables below for more details about our redevelopment projects.
Development expenditures were lower in 2020 due to the progress towards completion of our development projects currently
in process, coupled with delays in new development starts amidst the pandemic. At December 31, 2020 and 2019, we had
three development projects that were either under construction or in lease up. See the tables below for more details about
our development projects.
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended.
We cease interest 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. If we reduce our development and redevelopment activity, the amount of interest that
we capitalize may be lower than historical averages.
We have a staff of employees who directly support our development program, which includes redevelopment of our existing
properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project. In
light of the current economic environment, we expect that our development and redevelopment activity will be significantly
lower than our recent historical averages. As a result, we expect the amount of internal costs for development and
redevelopment activities that may be capitalized could be significantly lower, reducing our financial results.
52 The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Property Name
Market
Ownership
December 31, 2020
Start
Date
Estimated
Stabilization
Year (1)
Estimated /
Actual Net
Development
Costs (2) (3) GLA (3)
Cost PSF
of GLA (2)
(3)
% of Costs
Incurred
Developments In-Process
Carytown Exchange
East San Marco
Eastfield at Baybrook (Ph IA)
(4)
Developments Completed
The Village at Hunter's Lake
Richmond, VA
Jacksonville,
FL
64%
Q4-18
2023
$
19,595
46 $
426
100%
Q4-20
2024
19,519
59
331
Houston, TX
50%
Q4-20
2022
2,337
53
44
Tampa, FL
100%
Q4-18
2021
$
21,442
72
298
65 %
23 %
84 %
(1) Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2) Includes leasing costs and is net of tenant reimbursements.
(3) Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at completion.
(4) Estimated Net Development Costs for Eastfield at Baybrook Phase 1A is limited to our ownership interest in the value of land and site
improvements to deliver a parcel to a grocer, under a ground lease agreement, to construct their building and improvements.
The following table summarizes our redevelopment projects in-process and completed:
(in thousands, except cost
PSF)
Property Name
Market
Ownership
December 31, 2020
Start
Date
Estimated
Stabilization
Year (1)
Estimated
Incremental
Project Costs
(2) (3)
GLA (3)
% of Costs
Incurred
Redevelopments In-Process
Bloomingdale Square
Market Common
Clarendon
Point 50
The Abbot
Sheridan Plaza
West Bird Plaza
Preston Oaks
Serramonte Center
Various Properties
Tampa, FL
100%
Q3-18
2022
$
21,327
252
Metro, DC
Metro, DC
Boston, MA
Hollywood, FL
Miami, FL
Dallas, TX
San Francisco, CA
Various
100%
100%
100%
100%
100%
100%
100%
Q4-18
Q4-18
Q2-19
Q3-19
Q4-19
Q4-20
Q4-20
40%-100% Various Various
2024
2023
2024
2022
2022
2023
2026
57,691
17,664
55,420
12,115
10,338
22,327
55,000 +/-
26,010
130
48
65
506
99
103
917
1,555
88 %
54 %
84 %
47 %
50 %
50 %
24 %
22 %
36 %
Redevelopments Completed
Pablo Plaza Ph. II
Various Properties
(1) Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2) Includes leasing costs and is net of tenant reimbursements.
(3) Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at completion.
Q4-18
20%-100% Various Various
Jacksonville, FL
Various
14,627
35,376
100%
2022
$
53
Net cash used in financing activities:
Net cash flows used in financing activities changed during 2020, as follows:
(in thousands)
Cash flows from financing activities:
2020
2019
Change
Net proceeds from common stock issuances
Repurchase of common shares in conjunction with equity award
plans
Common shares repurchased through share repurchase program
Distributions to limited partners in consolidated partnerships, net
Dividend payments and operating partnership distributions
(Repayments of) proceeds from unsecured credit facilities, net
Proceeds from debt issuance
Debt repayment, including early redemption costs
Payment of loan costs
Proceeds from sale of treasury stock, net
Net cash used in financing activities
$
125,608
—
125,608
(5,512 )
—
(2,770 )
(301,903 )
(220,000 )
598,830
(400,048 )
(5,063 )
269
(210,589 )
(6,204 )
(32,778 )
(3,367 )
(391,649 )
75,000
723,571
(625,769 )
(7,019 )
9
(268,206 )
692
32,778
597
89,746
(295,000 )
(124,741 )
225,721
1,956
260
57,617
$
Significant financing activities during the years ended December 31, 2020 and 2019 include the following:
We received proceeds of $125.6 million, net of costs, in 2020 upon settling our forward equity agreements under our ATM
program entered into during 2019.
We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy
employee tax withholding requirements, which totaled $5.5 million and $6.2 million during the years ended December 31,
2020 and 2019, respectively.
We paid $32.8 million during 2019 to repurchase 563,229 common shares through our share repurchase program that were
executed in December 2018 but not settled until January 2019.
We paid $89.7 million less in dividends during 2020 compared to 2019 primarily as a result of shifting our fourth quarter
2020 dividend payment date to January 2021, partially offset by an increase in our dividend rate during 2020 as compared to
2019.
We had the following debt related activity during 2020:
o We repaid, net of draws, an additional $220 million on our Line.
o We received net proceeds of $598.8 million upon issuance, in May 2020, of senior unsecured public notes.
o We paid $400.0 million for other debt repayments, including:
$321.7 million, including a make-whole premium, to redeem our senior unsecured public notes originally
due November 2022;
$67.2 million to repay four mortgages; and
$11.1 million in principal mortgage payments.
o We paid $5.1 million of loan costs in connection with our public note offerings above.
We had the following debt related activity during 2019:
o We borrowed, net of payments, an additional $75.0 million on our Line.
o We received total proceeds of $723.6 million upon the issuance of two senior unsecured public note offerings during
2019.
o We paid $625.8 million for other debt repayments, including:
$259.6 million to redeem our senior unsecured public notes originally due April 2021;
$300 million for repayment of a term loan originally due December 2020;
54
$53.7 million to repay two mortgages; and
$12.4 million in principal mortgage payments.
o We paid $7.0 million of loan costs in connection with our two public note offerings above.
Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities, interest rate swap obligations, and
lease agreements as described further below and in notes 4, 7, 9, and 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. We also 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, 2020, and excludes the following:
Recorded debt premiums or discounts and issuance costs 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 $9.7 million issued to cover our captive insurance program and performance obligations on certain
development projects, which the latter 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:
Office leases - Regency
Subleases:
Office leases - Regency
Ground leases:
Regency
Regency's share of joint
ventures
Total
(1)
Includes interest payments.
2021
2022
2023
2024
2025
Beyond 5
Years
Total
Payments Due by Period
$ 188,284 (3)
424,576 (3)
213,267
475,709
411,820
3,857,270 $ 5,570,926
142,165
111,596
75,674
22,808
53,061
290,495
695,799
4,654
3,379
2,580
2,114
1,961
2,777
17,465
(309 )
—
—
—
—
—
(309 )
10,778
10,837
11,054
11,103
11,106
542,184
597,062
278
$ 345,850
278
550,666
278
302,853
1,206
512,940
186
478,134
9,730
4,702,456
11,956
6,892,899
(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 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 which would be secured by the partner’s membership interest.
(3) 2021 and 2022 payments for Regency’s notes payable include principal and interest for its $265 million 2% Term Loan due to mature in January
2022 but repaid by Regency in January 2021.
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.
55 Collectibility of Lease Income
Lease income, which includes base rent, percentage rent, and 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.
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease
for all leases for which collectibility is considered probable at the commencement date. At lease commencement, the Company
generally expects that collectibility is probable due to the Company’s credit assessment of tenants and other creditworthiness analysis
undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line
basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash
basis and all previously recognized and uncollected Lease income is reversed in the period in which the Lease income is determined
not to be probable of collection. In addition to the lease-specific collectibility assessment, the Company may recognize a general
reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible
based on the Company’s historical collection experience. 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. Transaction costs associated with asset acquisitions are capitalized, while
such costs are expensed for business combinations in the period incurred. Beginning in July 2017, the Company adopted Accounting
Standard Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, under which the acquisition
of operating properties are generally considered asset acquisitions. If, however, the acquisition is determined to be a business
combination, any excess consideration above the fair value allocated to the applicable assets and liabilities results in goodwill. Fair
value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
The Company's methodology for determining fair value of the acquired tangible and intangible assets and liabilities includes
estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the
Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i)
value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the
acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period.
The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over
the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the
difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of 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 Lease income over the
remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of
the respective leases, including below-market renewal options, if applicable.
Changes to these assumptions could result in a different pattern of recognition. If tenants do not remain in their lease through the
expected term or exercise an assumed renewal option, there could be a material impact to earnings.
Valuation of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are indicators, including property operating
performance and general market conditions, 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, expected leasing activity, costs of tenant improvements,
leasing commissions, anticipated hold period, comparable sales information, and assumptions regarding the residual value upon
disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any,
could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset
exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value.
The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if
available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.
56 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, we generally use market data and comparable sales
information. 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.
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 primarily to specific
chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, and
the presence of underground petroleum storage tanks. We believe that the few tenants who currently operate dry cleaning plants or
gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning
plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our
leases. We also 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 secured environmental insurance policies, where
appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk.
We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have
legal obligations to remediate certain sites, and we are in the process of doing so.
As of December 31, 2020, we had accrued liabilities of $8.3 million for our Pro-rata share of environmental remediation, including
our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will
not have a material effect on our financial position, liquidity, or results of operations. We can give no assurance that existing
environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities
will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material
environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by
tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental
laws and regulations or their interpretation will not result in additional environmental liability to us.
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. Many of
our unconsolidated investment partnerships’ operating properties have been financed with non-recourse loans, to which we have no
repayment guarantees.
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, which 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 may decline as the supply of available retail space exceeds demand and consumer spending declines. Percent leased
declines may also result in lower recovery rates of our operating expenses.
57
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We have a Line commitment, as further described in note 9 to the Consolidated Financial Statements, which has a variable
interest rate that as of December 31, 2020 is based upon an annual rate of LIBOR plus 0.875%. LIBOR rates charged on our
Line change monthly and the spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings
are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on
our credit rating ranges from LIBOR plus 0.700% to LIBOR plus 1.550%.
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 continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our
commitments. Although the capital markets have experienced volatility related to the pandemic, we continue to believe that we will
be able to successfully issue new secured or unsecured debt to fund maturing debt obligations given our credit ratings, our capacity
under our unsecured credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize
borrowings. However, the degree to which such capital market volatility will adversely impact the interest rates on any new debt that
we may issue is uncertain.
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, 2020. For variable rate mortgages and unsecured
credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section
below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity
to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates
that existed as of December 31, 2020, and are subject to change on a monthly basis. In addition, the Company continually assesses
the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows
by approximately $350,000 per year based on $34.1 million of floating rate mortgage debt outstanding at December 31, 2020. If the
Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows could occur.
Further, the table below incorporates only those exposures that exist as of December 31, 2020, and does not consider exposures or
positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table
has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the
exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest
rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2020.
2022
2023
2021
$ 15,409
(dollars in thousands)
Fixed rate debt (1)
Average interest rate for all fixed
rate debt (2)
Variable rate LIBOR debt (1)
Average interest rate for all
variable rate debt (2)
(1) Reflects amount of debt maturities during each of the years presented as of December 31, 2020. 2022 Fixed rate debt includes the $265 million
3.83 %
6,350
3.84 %
—
3.83 %
—
3.84 %
—
3.84 %
—
Thereafter Total
$ 27,750
2,913,805
3,921,613 4,333,923
69,499
346,048
294,207
282,645
34,100
2025
2024
1.65 %
1.65 %
3.71 %
33,685
— %
— %
— %
— %
— %
Fair
Value
Term Loan, originally due to mature in January 2022, but repaid in January 2021.
(2) Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the benchmark interest rate
(LIBOR), as of December 31, 2020, was used to determine the average rate for all future periods.
58
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, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Equity for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Capital for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2020
60
67
68
69
70
72
75
76
77
78
80
82
117
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.
59 Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Regency Centers Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of
December 31, 2020 and 2019, 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, 2020, and the related notes and financial statement schedule III –
Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated February 17, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of
January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Identification and assessment of real estate property impairment indicators
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.1 billion as of December 31, 2020. The Company evaluates real estate
properties for impairment whenever there are indicators, including property operating performance and general market
conditions, that the carrying value of the real estate properties may not be recoverable.
We identified the identification and assessment of real estate property impairment indicators as a critical audit matter. A high
degree of subjective auditor judgment was required to evaluate the Company’s judgments regarding the identification and
assessment of potential indicators that the carrying value of the real estate properties may not be recoverable. Changes in
60
assumptions regarding property conditions, occupancy rates, net operating income and the rate of cash collections from
tenants, and anticipated hold periods could have an impact on the determination to further evaluate the real estate properties
for impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the critical audit matter, including controls related to
the identification and assessment of potential indicators of impairment. Using property financial and leasing data, we
performed an assessment of changes in occupancy rates, net operating income and the rate of cash collections for individual
real estate properties and compared the results to the Company’s assessment. In addition, to identify a change in property
condition or a shortened hold period we inquired of Company officials, attended Company quarterly meetings and inspected
documents such as meeting minutes of the Company’s board of directors.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 17, 2021
61
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Regency Centers Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation’s and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, 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, 2020,
and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the
consolidated financial statements), and our report dated February 17, 2021 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 17, 2021
62
Report of Independent Registered Public Accounting Firm
The Board of Directors of Regency
Centers Corporation, and the
Partners of Regency Centers, L.P.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of
December 31, 2020 and 2019, 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, 2020, and the related notes and financial statement schedule III –
Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31,
2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated February 17, 2021 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over
financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Partnership has changed its method of accounting for leases as of
January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing separate a opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Identification and assessment of real estate property impairment indicators
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.1 billion as of December 31, 2020. The Partnership evaluates real estate
properties for impairment whenever there are indicators, including property operating performance and general market
conditions, that the carrying value of the real estate properties may not be recoverable.
We identified the identification and assessment of real estate property impairment indicators as a critical audit matter. A high
degree of subjective auditor judgment was required to evaluate the Partnership’s judgments regarding the identification and
63
assessment of potential indicators that the carrying value of the real estate properties may not be recoverable. Changes in
assumptions regarding property conditions, occupancy rates, net operating income and the rate of cash collections from
tenants, and anticipated hold periods could have an impact on the determination to further evaluate the real estate properties
for impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the critical audit matter, including controls related to
the identification and assessment of potential indicators of impairment. Using property financial and leasing data, we
performed an assessment of changes in occupancy rates, net operating income and the rate of cash collections for individual
real estate properties and compared the results to the Partnership’s assessment. In addition, to identify a change in property
condition or a shortened hold period we inquired of Partnership officials, attended Partnership quarterly meetings and
inspected documents such as meeting minutes of the general partners’ board of directors.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 17, 2021
64
Report of Independent Registered Public Accounting Firm
The Board of Directors of Regency
Centers Corporation, and the
Partners of Regency Centers, L.P.:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers, L.P.’s and subsidiaries’ (the Partnership) internal control over financial reporting as of December
31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2020 and 2019, 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, 2020,
and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the
consolidated financial statements), and our report dated February 17, 2021 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 17, 2021
65
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66 REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2020 and 2019
(in thousands, except share data)
Assets
Real estate assets, at cost (note 1):
Less: accumulated depreciation
Real estate assets, net
Investments in real estate partnerships (note 4)
Properties held for sale
Cash, cash equivalents, and restricted cash, including $2,377 and $2,542 of restricted cash at
December 31, 2020 and 2019, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $113,959 and $108,381 at December 31,
2020 and 2019, respectively
Acquired lease intangible assets, less accumulated amortization of $284,880 and $259,310 at
December 31, 2020 and 2019, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Equity
Liabilities:
2020
2019
$
11,101,858
1,994,108
9,107,750
467,155
33,934
11,095,294
1,766,162
9,329,132
469,522
45,565
378,450
143,633
115,562
169,337
67,910
76,798
188,799
287,827
261,446
10,936,904
242,822
292,786
390,729
11,132,253
$
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $145,966 and $131,676
at December 31, 2020 and 2019, respectively (note 6)
Lease liabilities
Tenants’ security, escrow deposits and prepaid rent
$
Total liabilities
Commitments and contingencies (note 16)
Equity:
Stockholders’ equity (note 12):
Common stock $0.01 par value per share, 220,000,000 shares authorized; 169,680,138 and
167,571,218 shares issued at December 31, 2020 and 2019, respectively
Treasury stock at cost, 459,828 and 440,574 shares held at December 31, 2020 and 2019,
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 $34,878 and
$47,092 at December 31, 2020 and 2019, respectively
Limited partners’ interests in consolidated partnerships (note 1)
Total noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
$
3,658,405
264,679
302,361
377,712
220,390
55,210
4,878,757
—
3,435,161
484,383
213,705
427,260
222,918
58,865
4,842,292
—
1,697
1,676
(24,436 )
7,792,082
(18,625 )
(1,765,806 )
5,984,912
35,727
37,508
73,235
6,058,147
10,936,904
(23,199 )
7,654,930
(11,997 )
(1,408,062 )
6,213,348
36,100
40,513
76,613
6,289,961
11,132,253
67
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2020, 2019, and 2018
(in thousands, except per share data)
Revenues:
Lease income
Other property 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
Goodwill impairment
Provision for impairment of real estate, net of tax
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
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)
Net income
Noncontrolling interests:
Exchangeable operating partnership units
Limited partners’ interests in consolidated partnerships
Income attributable to noncontrolling interests
Net income attributable to common stockholders
Income per common share - basic (note 15)
Income per common share - diluted (note 15)
See accompanying notes to consolidated financial statements.
$
$
$
2020
2019
2018
$
980,166
9,508
26,501
1,016,175
1,094,301
9,201
29,636
1,133,138
1,083,770
8,711
28,494
1,120,975
345,900
170,073
75,001
143,004
12,642
746,620
156,678
132,128
18,536
(67,465 )
21,837
(5,307 )
256,407
13,148
34,169
47,317
(203 )
(2,225 )
(2,428 )
44,889
0.27
0.26
374,283
169,909
74,984
136,236
7,814
763,226
151,264
—
54,174
(24,242 )
11,982
(5,568 )
187,610
182,302
60,956
243,258
(634 )
(3,194 )
(3,828 )
239,430
1.43
1.43
359,688
168,034
65,491
137,856
9,737
740,806
148,456
—
38,437
(28,343 )
11,172
1,096
170,818
209,351
42,974
252,325
(525 )
(2,673 )
(3,198 )
249,127
1.47
1.46
68
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020, 2019, and 2018
(in thousands)
Net income
Other comprehensive (loss) income:
2020
2019
2018
$
47,317
243,258
252,325
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Reclassification adjustment of derivative instruments included in net income
Unrealized gain (loss) on available-for-sale securities
Other comprehensive (loss) income
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
(19,187 )
11,262
320
(7,605 )
39,712
2,428
(977 )
1,451
38,261
(15,585 )
3,269
315
(12,001 )
231,257
3,828
(931 )
2,897
228,360
402
5,342
(95 )
5,649
257,974
3,198
299
3,497
254,477
69
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71
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2020, 2019, and 2018
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2020
2019
2018
$
47,317
243,258
252,325
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
(Accretion) and amortization of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships
Gain on sale of real estate, net of tax
Provision for impairment, net of tax
Goodwill impairment
Early extinguishment of debt
Distribution of earnings from investments in real estate partnerships
Settlement of derivative instrument
Deferred compensation expense
Realized and unrealized gain on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Advance deposits refunded (paid) on acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Proceeds from property insurance casualty claims
(Issuance) collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
345,900
9,023
(40,540 )
13,581
(34,169 )
(67,465 )
18,536
132,128
21,837
47,703
—
4,668
(5,519 )
16,944
(6,973 )
(1,200 )
997
(3,650 )
499,118
(16,867 )
100
(180,804 )
189,444
7,957
(1,340 )
(51,440 )
32,125
353
(25,155 )
19,986
(25,641 )
374,283
11,170
(43,867 )
14,339
(60,956 )
(24,242 )
54,174
—
11,982
56,297
(6,870 )
5,169
(5,433 )
(4,690 )
(6,777 )
(1,570 )
4,175
829
621,271
(222,444 )
(125 )
(200,012 )
137,572
9,350
(547 ) .
(66,921 )
63,693
660
(23,458 )
19,539
(282,693 )
359,688
10,476
(33,330 )
13,635
(42,974 )
(28,343 )
38,437
—
11,172
54,266
—
(1,085 )
1,177
(26,374 )
(8,366 )
(1,410 )
(760 )
11,793
610,327
(85,289 )
—
(226,191 )
250,445
—
15,648
(74,238 )
14,647
531
(23,164 )
21,587
(106,024 )
72
Cash flows from financing activities:
Net proceeds from common stock issuance
Repurchase of common shares in conjunction with equity award plans
Proceeds from sale of treasury stock
Common shares repurchased through share repurchase program
Distributions to limited partners in consolidated partnerships, net
Distributions to exchangeable operating partnership unit holders
Dividends paid to common 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 increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of the year
Cash, cash equivalents, and restricted cash at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,355, $4,192, and $7,020 in
2020, 2019, and 2018, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Exchangeable operating partnership units issued for acquisition of real estate
Acquisition of real estate previously held within investments in real estate
partnerships
Mortgage loans for the acquisition of real estate
Mortgage loan assumed by purchaser with the sale of real estate
Change in fair value of securities
Change in accrued capital expenditures
Common stock issued for dividend reinvestment plan
Stock-based compensation capitalized
Common stock and exchangeable operating partnership
dividends declared but not yet paid
(Distributions to) 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.
2020
2019
2018
125,608
(5,512 )
269
—
(2,770 )
(1,366 )
(300,537 )
(300,000 )
598,830
610,000
(830,000 )
—
(67,189 )
(11,104 )
(5,063 )
(21,755 )
(210,589 )
262,888
115,562
378,450
—
(6,204 )
9
(32,778 )
(3,367 )
(1,051 )
(390,598 )
(250,000 )
723,571
560,000
(785,000 )
—
(55,680 )
(9,442 )
(7,019 )
(10,647 )
(268,206 )
70,372
45,190
115,562
—
(6,772 )
99
(213,851 )
(4,526 )
(777 )
(375,978 )
(150,000 )
299,511
575,000
(490,000 )
1,740
(113,037 )
(9,964 )
(9,448 )
(10,491 )
(508,494 )
(4,191 )
49,381
45,190
151,338
1,870
136,139
1,225
136,645
5,455
1,275
25,870
—
5,986
16,359
8,250
315
12,166
1,139
1,119
—
26,152
—
660
10,704
1,429
2,325
—
9,700
—
(206 )
—
1,333
3,509
$
$
$
$
$
$
$
$
$
$
$
$
101,412
—
—
$
$
$
$
(1,512 )
819
1,524
1,052
66
987
2,582
197
13,000
841
1,314
524
73
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74 REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2020 and 2019
(in thousands, except unit data)
Assets
Real estate assets, at cost (note 1):
Less: accumulated depreciation
Real estate assets, net
Investments in real estate partnerships (note 4)
Properties held for sale
Cash, cash equivalents, and restricted cash, including $2,377 and $2,542 of restricted cash at
December 31, 2020 and 2019, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $113,959 and $108,381 at December 31,
2020 and 2019, respectively
Acquired lease intangible assets, less accumulated amortization of $284,880 and $259,310 at
December 31, 2020 and 2019, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Capital
Liabilities:
2020
2019
$
11,101,858
1,994,108
9,107,750
467,155
33,934
11,095,294
1,766,162
9,329,132
469,522
45,565
378,450
143,633
115,562
169,337
67,910
76,798
188,799
287,827
261,446
10,936,904
242,822
292,786
390,729
11,132,253
$
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $145,966 and $131,676
at December 31, 2020 and 2019, respectively (note 6)
Lease liabilities
Tenants’ security, escrow deposits and prepaid rent
$
Total liabilities
Commitments and contingencies (note 16)
Capital:
Partners’ capital (note 12):
General partner; 169,680,138 and 167,571,218 units outstanding at December 31, 2020
and 2019, respectively
Limited partners; 765,046 and 746,433 units outstanding at December 31, 2020 and 2019
Accumulated other comprehensive (loss)
Total partners’ capital
Noncontrolling interests: Limited partners’ interests in consolidated partnerships
Total capital
Total liabilities and capital
See accompanying notes to consolidated financial statements.
$
3,658,405
264,679
302,361
377,712
220,390
55,210
4,878,757
—
3,435,161
484,383
213,705
427,260
222,918
58,865
4,842,292
—
6,003,537
35,727
(18,625 )
6,020,639
37,508
6,058,147
10,936,904
6,225,345
36,100
(11,997 )
6,249,448
40,513
6,289,961
11,132,253
75
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2020, 2019, and 2018
(in thousands, except per unit data)
Revenues:
Lease income
Other property 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
Goodwill impairment
Provision for impairment of real estate, net of tax
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
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)
Net income
Limited partners’ interests in consolidated partnerships
Net income attributable to common unit holders
Income per common unit - basic (note 15):
Income per common unit - diluted (note 15):
See accompanying notes to consolidated financial statements.
$
$
$
2020
2019
2018
$
980,166
9,508
26,501
1,016,175
1,094,301
9,201
29,636
1,133,138
1,083,770
8,711
28,494
1,120,975
345,900
170,073
75,001
143,004
12,642
746,620
156,678
132,128
18,536
(67,465 )
21,837
(5,307 )
256,407
13,148
34,169
47,317
(2,225 )
45,092
0.27
0.26
374,283
169,909
74,984
136,236
7,814
763,226
151,264
—
54,174
(24,242 )
11,982
(5,568 )
187,610
182,302
60,956
243,258
(3,194 )
240,064
1.43
1.43
359,688
168,034
65,491
137,856
9,737
740,806
148,456
—
38,437
(28,343 )
11,172
1,096
170,818
209,351
42,974
252,325
(2,673 )
249,652
1.47
1.46
76
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020, 2019, and 2018
(in thousands)
Net income
Other comprehensive (loss) income:
2020
2019
2018
$
47,317
243,258
252,325
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Reclassification adjustment of derivative instruments included in net income
Unrealized gain (loss) on available-for-sale securities
Other comprehensive (loss) income
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
(19,187 )
11,262
320
(7,605 )
39,712
2,225
(948 )
1,277
38,435
(15,585 )
3,269
315
(12,001 )
231,257
3,194
(912 )
2,282
228,975
402
5,342
(95 )
5,649
257,974
2,673
288
2,961
255,013
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79
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2020, 2019, and 2018
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2020
2019
2018
$
47,317
243,258
252,325
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
(Accretion) and amortization of above and below market lease intangibles, net
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships
Gain on sale of real estate, net of tax
Provision for impairment, net of tax
Goodwill impairment
Early extinguishment of debt
Distribution of earnings from investments in real estate partnerships
Settlement of derivative instrument
Deferred compensation expense
Realized and unrealized gain on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate
Advance deposits refunded (paid) on acquisition of operating real estate
Real estate development and capital improvements
Proceeds from sale of real estate investments
Proceeds from property insurance casualty claims
(Issuance) collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
345,900
9,023
(40,540 )
13,581
(34,169 )
(67,465 )
18,536
132,128
21,837
47,703
—
4,668
(5,519 )
16,944
(6,973 )
(1,200 )
997
(3,650 )
499,118
(16,867 )
100
(180,804 )
189,444
7,957
(1,340 )
(51,440 )
32,125
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(25,155 )
19,986
(25,641 )
374,283
11,170
(43,867 )
14,339
(60,956 )
(24,242 )
54,174
—
11,982
56,297
(6,870 )
5,169
(5,433 )
(4,690 )
(6,777 )
(1,570 )
4,175
829
621,271
(222,444 )
(125 )
(200,012 )
137,572
9,350
(547 )
(66,921 )
63,693
660
(23,458 )
19,539
(282,693 )
359,688
10,476
(33,330 )
13,635
(42,974 )
(28,343 )
38,437
—
11,172
54,266
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1,177
(26,374 )
(8,366 )
(1,410 )
(760 )
11,793
610,327
(85,289 )
—
(226,191 )
250,445
—
15,648
(74,238 )
14,647
531
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21,587
(106,024 )
80
Cash flows from financing activities:
Net proceeds from common stock issuance
Repurchase of common units in conjunction with tax withholdings on equity award
plans
Proceeds from treasury units issued as a result of treasury stock sold by Parent
Company
Common shares repurchased through share repurchase program
Distributions to limited partners in consolidated partnerships, net
Distributions to partners
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 increase (decrease) in cash and cash equivalents and restricted cash
Cash, cash equivalents, and restricted cash at beginning of the year
Cash, cash equivalents, and restricted cash at end of the year
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,355, $4,192, and $7,020 in
2020, 2019, and 2018, respectively)
Cash paid (received) for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged
Acquisition of real estate previously held within investments in real estate
partnerships
Mortgage loans for the acquisition of real estate
Mortgage loan assumed by purchaser with the sale of real estate
Change in fair value of securities available-for-sale
Change in accrued capital expenditures
Common stock issued by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Common stock and exchangeable operating partnership
dividends declared but not yet paid
(Distributions to) 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.
$
$
$
$
$
$
$
$
$
$
$
2020
2019
2018
125,608
—
—
(5,512 )
(6,204 )
(6,772 )
269
—
(2,770 )
(301,903 )
(300,000 )
598,830
610,000
(830,000 )
—
(67,189 )
(11,104 )
(5,063 )
(21,755 )
(210,589 )
262,888
115,562
378,450
9
(32,778 )
(3,367 )
(391,649 )
(250,000 )
723,571
560,000
(785,000 )
—
(55,680 )
(9,442 )
(7,019 )
(10,647 )
(268,206 )
70,372
45,190
115,562
99
(213,851 )
(4,526 )
(376,755 )
(150,000 )
299,511
575,000
(490,000 )
1,740
(113,037 )
(9,964 )
(9,448 )
(10,491 )
(508,494 )
(4,191 )
49,381
45,190
151,338
1,870
136,139
1,225
136,645
5,455
1,275
25,870
—
5,986
16,359
8,250
315
12,166
1,139
1,119
—
26,152
—
660
10,704
1,429
2,325
—
9,700
—
(206 )
—
1,333
3,509
$
101,412
—
—
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$
$
$
(1,512 )
819
1,524
1,052
66
987
2,582
197
13,000
841
1,314
524
81
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
General
Regency Centers Corporation (the “Parent Company”) began its operations as a REIT in 1993 and is the general partner of
Regency Centers, L.P. (the “Operating Partnership”). The Parent Company primarily engages in the ownership,
management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership,
has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of
unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company
guarantees all of the unsecured debt of the Operating Partnership.
As of December 31, 2020, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a
consolidated basis (the “Company” or “Regency”) owned 297 properties and held partial interests in an additional 114
properties through unconsolidated 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. GAAP requires the Company’s management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments
and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. The most significant estimates in the
Company’s financial statements relate to the net carrying values of its real estate investments, collectibility of lease income,
goodwill, and acquired lease intangible assets and acquired lease intangible liabilities. It is possible that the estimates and
assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if
economic conditions were to weaken.
COVID-19 Pandemic
On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic” or the
“pandemic”) by the World Health Organization as the disease spread throughout the world. The pandemic continues to
evolve, making the broader implications on the Company’s future results of operations and overall financial performance
uncertain at this time. While much of the Company’s lease income is derived from contractual rent payments, the tenants’
ability to meet their lease obligations have been negatively impacted by the disruptions and uncertainties of the pandemic.
The tenants’ ability to respond to these disruptions, including adapting to governmental orders or recommendations and
changes in their customers’ shopping habits and behaviors, will influence the tenants’ ability to survive and ultimately fulfill
their lease obligations. While the announcement of vaccine approvals by the U.S. Food and Drug Administration (“FDA”)
in early December 2020 was a positive development, at about the same time, several states and many localities reinstituted
mandatory business limitations and closures as cases spiked again, in advance of full scale vaccine deployment. Further,
forced closures may occur as cases spike or additional strains of the virus emerge, while the speed of vaccine rollout remains
uncertain.
Due to the pandemic, certain tenants have requested rent concessions or have sought to renegotiate future rents based on
changes to the economic environment. Other tenants have chosen not to reopen or honor the terms of their existing lease
agreements. In addition, in 2020 we saw a meaningful spike in the number of bankruptcy filings by our tenants versus prior
years, which in certain cases can lead to a tenant “rejecting” (terminating) one or more of our leases as permitted by
applicable bankruptcy law, or seeking to negotiate reduced rent as part of the bankruptcy reorganization process.
The Company is closely monitoring its cash collections from its tenants which significantly declined from historic levels at
the start of the pandemic but have since gradually improved. As of February 8, 2021, we experienced sequential
improvement in our collection rates of Pro-rata base rent billed by quarter in 2020 as follows:
Base Rent Collections
Q2
79%
Q3
89%
Q4
92%
Since the pandemic began, the Company has executed approximately 1,600 rent deferral agreements within its consolidated
and unconsolidated real estate portfolio. The weighted average deferral period of these agreements is approximately 3.3
months, with repayment periods of approximately 9.7 months beginning in December 2020. The Company expects to
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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
continue to work with tenants to address the adverse impacts of the pandemic, which may result in further rent deferrals,
concessions or abatements. As a result, there can be no assurance that our base rent collection percentages will continue at
or above Q4 2020 levels, or that cash flows from operations will be sufficient to sustain and fund the Company’s dividend
payments without the benefit of other sources of capital or changes to its current dividend levels. In the event of a surge in
COVID-19 cases or new governmental restrictions causing our tenants to reduce their operations or close, our base rent
collection percentages and percent leased could decline from recent 2020 levels.
New leasing activity declined in 2020 and is expected to remain below 2019 levels into 2021 as businesses delay executing
leases amidst the immediate and uncertain future economic impacts of the pandemic. This, coupled with tenant failures and
bankruptcies, may result in decreased demand for space in our centers, which could result in pricing pressure on rents.
Additionally, if construction of tenant improvements are delayed due to the impacts of the pandemic, it may take longer
before new tenants are able to open and commence rent payments, or attract new tenants.
The pandemic has adversely impacted the Company’s ability to start or complete tenant buildouts, new ground up
development, or redevelopment of existing properties. The pandemic has also impacted the Company’s ability to timely
source materials for construction and has caused labor shortages which have impacted its ability to complete construction
projects on anticipated schedules. In the event a surge in new cases resulting in additional lockdowns occurs, similar
impacts to the Company’s supply chain may arise which could have a material adverse effect on the Company’s business,
financial condition and results of operation. The Company continues to closely monitor its projects, which has resulted in
prudently delaying, phasing or curtailing certain in-process and planned development, redevelopment and capital expenditure
projects.
The duration and severity of the pandemic across the United States will continue to negatively impact many of the
Company’s tenants, and their ability to meet their rent obligations under their lease agreements with the Company. As such,
the impact from the pandemic could still negatively impact the Company’s results of operations and financial condition in the
future.
Our business continuity and disaster recovery plan enabled us to continue operating productively during the pandemic. We
have maintained, and expect to continue to maintain, without interruption, our financial reporting systems as well as our
internal controls over our financial reporting and disclosure controls and procedures.
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.
The Company consolidates properties that are wholly owned or properties where it owns less than 100%, but which it has
control over the activities most important to the overall success of the partnership. Control is determined using an
evaluation based on accounting standards related to the consolidation of variable interest entities (“VIEs”) and voting interest
entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the
primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the
activities of the VIE that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses
of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could
potentially be significant to the VIE.
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2020, the
Parent Company owned approximately 99.6%, or 169,680,138, of the 170,445,184 outstanding common Partnership Units of
the Operating Partnership, with the remaining limited common Partnership Units held by third parties (“Exchangeable
operating partnership units” or “EOP units”). Each EOP unit is exchangeable for cash or one share of common stock of the
Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other
assets (i.e. registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting
Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity as it relates to exchangeable operating
partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by
delivering unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The
Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the
Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the
Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The
Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership
are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.
Real Estate Partnerships
Regency has a partial ownership interest in 124 properties through partnerships, of which 10 are consolidated. Regency's
partners include institutional investors and other real estate developers and/or operators (the “Partners” or “Limited
Partners”). Regency has a variable interest in these entities through its equity interests. As managing member, Regency
maintains the books and records and typically provides leasing and property and asset management services to the
partnerships. The Partners’ level of involvement in these partnerships varies from protective decisions (debt, bankruptcy,
selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital
budgets. The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors
of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships
or additional contributions by the partners.
Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects
that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.
o Those partnerships in which Regency has a controlling financial interest are consolidated and the limited
partners’ ownership interest and share of net income is recorded as noncontrolling interest.
o Those partnerships in which Regency does not have a controlling financial interest are accounted for using
the equity method and Regency's ownership interest is recognized through single-line presentation as
Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of
investments in real estate partnerships, in the Consolidated Statements of Operations. 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. Distributed proceeds from debt
refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a
negative investment balance for one partnership, which is recorded within Accounts payable and other
liabilities in the Consolidated Balance Sheets.
The net difference in the carrying amount of investments in real estate partnerships and the underlying
equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate
partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of
the properties and other intangible assets, which range in lives from 10 to 40 years.
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810,
Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships,
and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities and reports the
limited partners’ interest as noncontrolling interests.
The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of
developments, with capital contributions or third party construction loans.
The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's consolidated VIEs,
exclusive of the Operating Partnership, are as follows:
(in thousands)
Assets
December 31, 2020 December 31, 2019
Net real estate investments (1)
Cash, cash equivalents, and restricted cash (1)
$
Liabilities
Notes payable
Equity
Limited partners’ interests in consolidated partnerships
127,240
4,496
6,340
28,685
325,464
57,269
17,740
30,655
(1) Included in the December 31, 2019 balances were real estate assets and cash held in Section 1031 like-kind exchanges,
of which none remained at December 31, 2020.
Noncontrolling Interests
Noncontrolling Interests of the Parent Company
The consolidated financial statements of the Parent Company include the following ownership interests held by owners other
than the common 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. The portion of net income or
comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in
the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the
Parent Company.
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. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has
the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated
partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from
partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of
net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and
comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements
Comprehensive Income of the Operating Partnership.
(b) Revenues and Tenant Receivable
Leasing Income and Tenant Receivables
The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base
rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for
85
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
additional rents based on tenants' sales volume (“percentage rent”), which are recognized when the tenants achieve the
specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for
reimbursement of the tenants' share of actual real estate taxes, insurance and common area maintenance (“CAM”) costs
(collectively “Recoverable Costs”) incurred.
Lease terms generally range from three to seven years for tenant space under 10,000 square feet (“Shop Space”) and in excess
of five years for spaces greater than 10,000 square feet (“Anchor Space”). Many leases also provide the option for the
tenants to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise
negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to
be leased to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized
and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.
On January 1, 2019, the Company adopted the new accounting guidance in Accounting Standards Codification (“ASC”)
Topic 842, Leases, including all related Accounting Standard Updates (“ASU”). Prior to that, the Company applied ASC
Topic 840, Leases, which required similar straight line lease income and expense recognition, and allowed initial indirect
leasing costs to be deferred, but did not require balance sheet recognition of Right of use assets or Lease liabilities.
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which,
based on the customary terms of the Company’s leases, are classified as operating leases, similar to the Company’s lease
classification under the previous Topic 840. However, certain longer-term leases (both lessee and lessor leases) may be
classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings
recognition. At December 31, 2020, all of the Company’s leases were classified as operating leases. See the pandemic
discussion that follows for unique considerations amidst the pandemic.
Recognition and Presentation
CAM is a non-lease component of the lease contract under Topic 842, and therefore recognition for these CAM expenses
would be accounted for under Topic 606, Revenue from Contracts with Customers, and presented separate from Lease
income in the Consolidated Statements of Operations, based on an allocation of the overall consideration in the lease
contract, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms
of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and
pattern of the tenants' use of the underlying lease asset, the Company elected, as part of an available practical expedient,
to combine CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and
insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.
Collectibility
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term
of the lease for all leases for which collectibility is considered probable at the commencement date. At lease
commencement, the Company generally expects that collectibility of substantially all payments due under the lease is
probable due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering
into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For
operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a
cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease
income is determined not to be probable of collection. In addition to the lease-specific collectibility assessment
performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its
portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical
collection experience.
The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries
from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-
worthiness, current economic trends, and remaining lease terms. Beginning with the adoption of ASC 842, Leases, on
January 1, 2019, uncollectible lease income is a direct charge against Lease income. Prior to 2019, uncollectible lease
income was recorded in Other operating expenses, while uncollectible straight line rent was recorded as a charge to
Lease income.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
COVID-19 Pandemic and Rent Concessions
During 2020, in response to the pandemic and the resulting entry into agreements for rent concessions between tenants
and landlords, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result
of COVID-19. In this guidance, entities could elect not to apply lease modification accounting with respect to such
lease concessions, and instead, treat the concession as if it was a part of the existing contract. This guidance is only
applicable to COVID-19 related lease concessions that do not result in a substantial increase in the right of the lessor or
the obligations of the lessee. The Company has elected to treat concessions that satisfy this criteria as though the
concession was part of the existing contract and therefore not treated like a lease modification.
Since the pandemic began, the Company has executed approximately 1,600 rent deferral agreements representing $40.8
million of rent or 4.6% of Pro-rata annual base rent, within its consolidated and unconsolidated real estate portfolio.
The weighted average deferral period of these agreements is approximately 3.3 months, with repayment periods of
approximately 9.7 months beginning in December 2020. The Company will continue to negotiate with some tenants,
which may result in further rent concessions as determined necessary and appropriate. Collectibility assessment of these
concessions generally includes consideration of the tenants’ business performance, ability to sustain their business in the
current environment, as well as an assessment of their credit worthiness and ability to repay such amounts in the future.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible,
in the accompanying Consolidated Balance Sheets:
(in thousands)
Tenant receivables
Straight-line rent receivables
Other receivables (1)
Total tenant and other receivables, net
December 31,
2020
2019
$
$
39,658
86,615
17,360
143,633
35,526
107,087
26,724
169,337
(1) Other receivables include construction receivables, insurance receivables, and amounts due from real
estate partnerships for Management, transaction and other fee income.
Real Estate Sales
The Company accounts for sales of nonfinancial assets under Subtopic 610-20, whereby the Company derecognizes real
estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer.
Control of the property, including controlling financial interest, is generally considered to transfer upon closing through
transfer of the legal title and possession of the property. Any retained noncontrolling interest is measured at fair value at that
time. The adoption this Subtopic 610-20 on January 1, 2018, resulted in the recognition, through opening retained earnings,
of $30.9 million of previously deferred gains from property sales to the Company's Investments in real estate partnerships.
Management Services and Other Property Income
The Company recognizes revenue under Topic 606, Revenue from Contracts with Customers, when or as control of the
promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be
entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with
customers within the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature
and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company
is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are
market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties
managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered.
Property management and asset management services represent a series of distinct daily services. Accordingly, the
Company satisfies its performance obligation as service is rendered each day and the variability associated with that
compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month
following the monthly or quarterly service periods.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Several of the Company’s partnership agreements provide for incentive payments, generally referred to as “promotes” or
“earnouts,” to Regency for appreciation in property values in Regency's capacity as manager. The terms of these
promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The
Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue
recognition until the measurement period has completed, when the amount can be reasonably determined and the amount
is not probable of significant reversal. The Company did not recognize any promote revenue during the years ended
December 31, 2020, 2019, or 2018.
Leasing Services
Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered
performed upon successful execution of an acceptable tenant lease for the joint ventures’ shopping centers, at which time
revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is
generally due upon tenant opening or rent payments commencing.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include
acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time
the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any
unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated
Balance Sheets.
Other Property Income
Other property income includes parking fee and other incidental income from the properties and is generally recognized
at the point in time that the performance obligation is met.
All income from contracts with the Company’s real estate partnerships is included within Management, transaction and other
fees on the Consolidated Statements of Operations. The primary components of these revenue streams, the timing of
satisfying the performance obligations, and amounts are as follows:
(in thousands)
Management, transaction, and other fees:
Property management services
Asset management services
Leasing services
Other transaction fees
Total management, transaction, and other
fees
Timing of
satisfaction of
performance
obligations
Year ended December 31,
2020
2019
2018
$
Over time
Over time
Point in time
Point in time
14,444
6,963
3,150
1,944
14,744
7,135
3,692
4,065
14,663
7,213
4,044
2,574
$
26,501
29,636
28,494
The accounts receivable for management services, which are included within Tenant and other receivables in the
accompanying Consolidated Balance Sheets, are $9.9 million and $11.6 million, as of December 31, 2020 and 2019,
respectively.
(c) Real Estate Investments
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
(in thousands)
Land
Land improvements
Buildings
Building and tenant improvements
Construction in progress
Total real estate assets
December 31, 2020 December 31, 2019
4,288,695
$
607,624
5,101,061
946,034
151,880
11,095,294
4,230,989 $
630,264
5,083,660
997,704
159,241
11,101,858
$
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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.
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
Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the
improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such
costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting
for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the
individual tenant lease.
Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land
improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject
to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.
Development and Redevelopment Costs
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development and
redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are
included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to
the development or redevelopment of the property, development / redevelopment costs, construction costs, interest costs, real
estate taxes, and allocated direct employee costs incurred during the period of development or redevelopment.
Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment
including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the
feasibility of developing or redeveloping a shopping center. As of December 31, 2020 and 2019, the Company had
nonrefundable deposits and other pre development costs of approximately $25.3 million and $17.7 million, respectively. If
the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any
related pre-development costs previously capitalized are immediately expensed. During the years ended December 31,
2020, 2019, and 2018, the Company expensed pre-development costs of approximately $10.5 million, $2.5 million, and $1.9
million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.
Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted
average borrowing rate to that portion of the actual development or redevelopment costs 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. During the years ended December 31, 2020,
2019, and 2018, the Company capitalized interest of $4.4 million, $4.2 million, and $7.0 million, respectively, on our
development and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs
attributable to these development activities are capitalized as part of each development and redevelopment project. The
capitalization of costs is directly related to the actual level of development activity occurring. During the years ended
December 31, 2020, 2019, and 2018, we capitalized $10.2 million, $20.4 million, and $17.1 million, respectively, of direct
internal costs incurred to support our development and redevelopment program.
Acquisitions
The Company generally accounts for operating property acquisitions as asset acquisitions. The Company capitalizes
transaction costs associated with asset acquisitions and expenses transaction costs associated with business combinations.
Both asset acquisitions and business combinations require that the Company recognize and measure the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired (“acquiree”).
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.
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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared
to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-
up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements
of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the
difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of
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 Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted
to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with 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 land, 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, 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. Properties held-for-sale are carried at the lower of cost
or fair value less costs to sell.
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. For those properties with such indicators, management evaluates recoverability of the property's carrying
amount. 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, expected leasing activity, 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.
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 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 book basis of the Company's real estate assets exceeds the net tax basis by approximately $2.7 billion and $2.8
billion at December 31, 2020 and 2019, respectively, primarily due to the tax free merger with Equity One and inheriting
lower carryover tax basis.
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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
(d) Cash, Cash Equivalents, and Restricted Cash
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of
December 31, 2020 and 2019, $2.4 million and $2.5 million, respectively, of cash was restricted through escrow agreements
and certain mortgage loans.
(e) Other Assets
Goodwill
Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of
the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350,
Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the
individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November
of each year, or more frequently as triggers occur. See note 5.
The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative
approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the
reporting unit’s fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more
likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the
Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative
approach described below.
The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash
flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the
estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the
amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill
allocated to that reporting unit.
Investments
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase
and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted
market prices.
Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to
maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified
as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in
Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as
trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax,
included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive
Income.
Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized
through net income and presented within Investment income in the Consolidated Statements of Operations.
(f) Deferred Leasing Costs
Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of
accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated
early, the remaining leasing costs are written off.
The adoption of Topic 842 on January 1, 2019, changed the treatment of leasing costs, such that non-contingent internal
leasing and legal costs associated with leasing activities can no longer be capitalized. The Company, as a lessor, may only
defer as initial direct costs the incremental costs of a tenant’s operating lease that would not have been incurred if the lease
had not been obtained. These costs generally consist of third party broker payments.
(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
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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 variability in expected future cash flows, or other types
of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the
timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in
a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks,
even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted
transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as
cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company
making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The
Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances.
The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in
Accumulated other comprehensive income (loss) (“AOCI”). Upon the settlement of a hedge, gains and losses remaining in
AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments
related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated
Statements of Cash Flows.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk
management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception
of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.
In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted
cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair
value result in a general approximation of value, and such value may never actually be realized.
(h) Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the
Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least
equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a
TRS or qualify as a REIT. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass
through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its
partners, of which the Parent Company, as general partner and approximately 99.6% owner, is allocated its Pro-rata share of
tax attributes.
The Company accounts for income taxes related to its TRS’s under the asset and liability approach, which requires the
recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The
Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized.
A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or
some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative
evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net
operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that
determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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 (2016 and forward for federal and state) based on an assessment of many factors including past experience and
interpretations of tax laws applied to the facts of each matter.
The Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into U.S. law on March 27, 2020 and
provided an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the U.S. economy. The assistance includes
tax relief and government loans, grants and investments for entities in affected industries. The Company is currently
evaluating the programs and tax benefits that may apply to its operations including the corporate net operating loss carryback,
increases in the interest expense limitation, employee retention credit, and deferrals of both employer payroll taxes and
corporate estimated taxes.
(i) Lease Obligations
The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land
subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns
only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased
land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter
of the useful life of the improvements or the lease term.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its
business. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated
Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.
Upon the adoption of Topic 842, the Company recognized Lease liabilities on its Consolidated Balance Sheets for its ground
and office leases of $225.4 million at January 1, 2019, and corresponding Right of use assets of $297.8 million, net of or
including the opening balance for straight-line rent and above / below market ground lease intangibles related to these same
ground and office leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the
discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional
inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the
lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms
present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to
measure the operating lease liabilities.
The ground and office lease expenses continue to be recognized on a straight-line basis over the term of the leases, including
management's estimate of expected option renewal periods. For ground leases, the Company generally assumes it will
exercise options through the latest option date of that shopping center's anchor tenant lease.
(j) 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.
(k) Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-
based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it receives a like number of common units from the
Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-
based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent
Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the
Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity
in the Parent Company.
(l) Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The
Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower
performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are
generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of
existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is
management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the
Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income
are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage
and lease retail shopping centers owned through joint ventures.
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations
on a geographical basis for purposes of allocating resources or capital. The Company 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 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.
(m) Business Concentration
Grocer anchor tenants represent approximately 20% of Pro-rata annual base rent. No single tenant accounts for 5% or more
of revenue and none of the shopping centers are located outside the United States.
(n) 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.
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
(o) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial
statements:
Description
Date of adoption
Effect on the financial statements or
other significant matters
Standard
Recently adopted:
Accounting Standard
Updates (“ASU”)
2016-13, June 2016,
Financial
Instruments - Credit
Losses (Topic 326):
Measurement of
Credit Losses on
Financial
Instruments
ASU 2018-19,
November 2018:
Codification
Improvements to
Topic 326, Financial
Instruments - Credit
Losses
ASU 2018-13,
August 2018: Fair
Value Measurements
(Topic 820):
Disclosure
Framework -
Changes to the
Disclosure
Requirements for
Fair Value
Measurement
January 2020
This ASU replaces the incurred loss
impairment methodology in current GAAP
with a methodology that reflects expected
credit losses and requires consideration of
a broader range of reasonable and
supportable information to inform credit
loss estimates.
This ASU also applies to how the
Company evaluates impairments of any
available-for-sale debt securities and any
non-operating lease receivables arising
from leases classified as sales-type or
direct finance leases.
This ASU clarifies that receivables arising
from operating leases are not within the
scope of Subtopic 326-20. Instead,
impairment of receivables arising from
operating leases should be accounted for
in accordance with Topic 842, Leases.
January 2020
The Company has completed its evaluation
and adoption of this standard, which
resulted in changes in evaluating
impairment of its available-for-sale debt
securities. Declines in fair value below
amortized cost resulting from credit related
factors will be reflected in earnings, within
Net investment income in the
accompanying Consolidated Statements of
Operations. Changes in value from
market related factors continue to be
recognized in Other comprehensive
income (“OCI”).
The Company’s investments in available-
for-sale debt securities are invested in
investment grade quality holdings or U.S.
government backed securities, and are
well diversified. During the year ended
December 31, 2020, the Company did not
recognize any allowance for credit loss.
Additionally, the Company’s non-
operating lease receivables experienced no
credit losses during the year ended
December 31, 2020, and the Company has
no other financial instruments, such as
lease receivables arising from sales-type or
direct finance leases, subject to this ASU.
The Company has completed its evaluation
and adoption of this standard with no
additional changes in its accounting for
operating leases and related receivables.
January 2020
This ASU modifies the disclosure
requirements for fair value measurements
within the scope of Topic 820, Fair Value
Measurements, including the removal and
modification of certain existing
disclosures, and the additional of new
disclosures.
The Company has completed its evaluation
and adoption of this new standard. The
Company does not have any assets or
liabilities measured to fair value requiring
modified disclosures at December 31,
2020. See note 11 for fair value
disclosures
95
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Date of adoption
Effect on the financial statements or
other significant matters
January 2020
March 2020 through
December 31, 2022
The Company has completed its
evaluation and adoption of this standard.
Qualifying implementation costs incurred
in a cloud computing arrangement that is a
service contract are no longer expensed as
incurred but rather are deferred within
Other assets and amortized to earnings,
within General and administrative expense
in the accompanying Consolidated
Statements of Operations, over the term of
the arrangement. Cash flows attributable
to the service arrangements, including
implementation thereof, are reflected as
Operating cash flows within the
Consolidated Statements of Cash Flows.
The Company has elected to apply the
hedge accounting expedients related to
probability and the assessments of
effectiveness for future LIBOR-indexed
cash flows to assume that the index upon
which future hedged transactions will be
based matches the index on the
corresponding derivatives. Application of
these expedients preserves the presentation
of derivatives consistent with past
presentation. As additional index changes
in the market occur, the Company will
evaluate the impact of the guidance and
may apply other elections as applicable.
January 2021
The Company has evaluated this update
and determined it will not have a material
impact to its financial condition, results of
operations, cash flows or related footnote
disclosures.
Standard
Recently adopted:
Description
ASU 2018-15,
August 2018,
Intangibles -
Goodwill and Other
- Internal-Use
Software (Subtopic
350-40): Customer's
Accounting for
Implementation
Costs Incurred in a
Cloud Computing
Arrangement That Is
a Service Contract
ASU 2020-04,
Reference Rate
Reform (Topic 848):
Facilitation of the
Effects of Reference
Rate Reform on
Financial Reporting
The amendments in this ASU align the
requirements for capitalizing
implementation costs incurred in a hosting
arrangement that is a service contract with
the requirements for capitalizing
implementation costs incurred to develop
or obtain internal-use software (and
hosting arrangements that include an
internal-use software license). The ASU
provides further clarification of the
appropriate presentation of capitalized
costs, the period over which to recognize
the expense, the presentation within the
Statements of Operations and Statements
of Cash Flows, and the disclosure
requirements.
In March 2020, the Financial Accounting
Standards Board (“FASB”) issued ASU
2020-04, Reference Rate Reform (Topic
848). ASU 2020-04 contains practical
expedients for reference rate reform
related activities that impact debt, leases,
derivatives, and other contracts. The
guidance in ASU 2020-04 is optional and
may be elected over time as reference rate
reform activities occur.
Not yet adopted:
ASU 2019-12,
Income Taxes (Topic
740): Simplifying the
Accounting for
Income Taxes
The amendments in this update simplify
the accounting for income taxes by
removing certain exceptions to the general
principles in Topic 740, Income Taxes, and
also improve consistent application of and
simplify GAAP for other areas of Topic
740 by clarifying and amending existing
guidance.
Notable changes of potential impact
include income-based franchise taxes and
interim period recognition of enacted
changes in tax laws or rates.
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
2.
Real Estate Investments
Acquisitions
The following tables detail consolidated shopping centers acquired or land acquired for development or redevelopment for
the periods set forth below:
(in thousands)
December 31, 2020
Date
Purchased
1/1/20
Property Name
Country Walk Plaza (1)
City/State
Miami, FL
Property
Type
Operating
Ownership
100%
Purchase
Price
$ 39,625 16,359
3,294
Intangible
Liabilities
2,452
Debt
Assumed,
Net of
Premiums
Intangible
Assets
(1) The purchase price presented above reflects the purchase price for 100% of the property, of which the Company previously owned a 30% equity interest prior to
acquiring the other partner’s interest and gaining control.
(in thousands)
December 31, 2019
Property Name
Date
Purchased
1/8/19
2/8/19
6/18/19
6/21/19
6/28/19
7/1/19
9/17/19
Pablo Plaza (1)
Melrose Market
The Field at Commonwealth Ph II (2) Chantilly, VA
Culver Public Market
6401 Roosevelt
The Pruneyard
Circle Marina Center
Total property acquisitions
Property
Type
Ownership
City/State
100%
Jacksonville, FL Operating
Operating
100%
Seattle, WA
Development 100%
Culver City, CA Development 100%
100%
Operating
Seattle, WA
100%
Campbell, CA
Operating
100%
Long Beach, CA Operating
Purchase
Price
$
600
15,515
4,083
1,279
3,550
212,500
50,000
$ 287,527
Debt
Assumed,
Net of
Premiums
Intangible
Assets
—
—
941
—
—
—
—
—
—
—
— 16,991
3,717
—
— 21,649
Intangible
Liabilities
—
358
—
—
—
5,833
962
7,153
(1) The Company purchased a 0.17 acre land parcel adjacent to the Company's existing operating Pablo Plaza for redevelopment.
(2) The Company purchased The Field at Commonwealth Ph II, which is land adjacent to an existing operating property, for future development
3. Property Dispositions
Dispositions
The following table provides a summary of consolidated shopping centers and consolidated land parcels disposed of during
the periods set forth below:
(in thousands, except number sold data)
Net proceeds from sale of real estate investments
Gain on sale of real estate, net of tax
Provision for impairment of real estate sold
Number of operating properties sold
Number of land parcels sold
Percent interest sold
(1) Includes proceeds from repayment of a short-term note on the sale of one of the properties, issued at closing and
137,572
24,242
1,836
7
6
100 %
189,444 (1)
67,465
958
6
11
250,445
28,343
31,041
10
9
100 %
50% - 100%
$
$
$
2020
2018
Year ended December 31,
2019
repaid during the same three months ended March 31, 2020.
At December 31, 2020, the Company also had two properties classified within Properties held for sale on the Consolidated
Balance Sheets.
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
December 31, 2020
(in thousands)
GRI - Regency, LLC (GRIR)
New York Common Retirement Fund (NYC) (1)
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) (2)
Other investments in real estate partnerships (3)
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
20.01%
35.00% -
50.00%
Number of
Properties
Total
Investment
67 $ 179,728
27,627
4
8,699
7
37,882
13
10,108
1
25,908
6
—
7
Total Assets
of the
Partnership
1,583,097
205,332
136,120
377,246
94,551
107,283
85,006
The
Company's
Share of
Net Income
of the
Partnership
25,425
488
1,030
1,045
757
1,296
790
Net Income
of the
Partnership
56,244
4,241
5,383
5,103
2,531
5,397
3,948
9
177,203
478,592
3,338
8,574
Total investments in real estate partnerships
114 $ 467,155
3,067,227
34,169
91,421
(1) On January 1, 2020, the Company purchased the remaining 70% of a property owned by the NYC partnership (Country Walk Plaza), as discussed
in note 2, and therefore all earnings of this property are included in consolidated results from the date of acquisition and excluded from
partnership earnings.
(2) The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency’s carrying value of its
investment, resulting in a negative investment balance of $4.4 million, which is recorded within Accounts Payable and other liabilities in the
Consolidated Balance Sheets.
In January 2020, the Company purchased an additional 16.62% interest in Town and Country Shopping Center, bringing its total ownership
interest to 35%.
(3)
(in thousands)
GRI - Regency, LLC (GRIR)
New York Common Retirement Fund (NYC) (1)
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) (2)
Other investments in real estate partnerships (3)
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
20.01%
18.38% -
50.00%
December 31, 2019
Number
of
Properties
Total
Investment
68 $ 187,597
41,422
6
9,201
7
39,453
13
10,641
1
26,417
6
—
7
The
Company's
Share of
Net Income
of the
Partnership
43,536
(9,967 )
1,626
1,748
1,062
3,796
1,028
Net Income
of the
Partnership
96,721
(5,832 )
8,406
8,742
3,572
16,276
5,137
Total Assets
of the
Partnership
1,612,459
260,512
139,253
385,960
96,101
109,226
87,231
8
154,791
468,142
18,127
38,182
Total investments in real estate partnerships
116 $ 469,522
3,158,884
60,956
171,204
(1) During the third quarter of 2019, a $10.9 million impairment of real estate was recognized within the NYC partnership from changes in the
expected hold periods of various properties.
(2) The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency’s carrying value of its
investment resulting in a negative investment balance of $3.9 million, which is recorded within Accounts Payable and other liabilities in the
Consolidated Balance Sheets.
Includes our investment in the Town and Country shopping center, which began with an initial 9.38% ownership percent in 2018, with an
additional 9.0% interest acquired during 2019.
(3)
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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,
2020
2,817,713
32,607
216,907
3,067,227
1,557,043
33,223
97,321
509,873
869,767
3,067,227
2019
2,917,415
40,549
200,920
3,158,884
1,577,467
44,387
96,388
508,875
931,767
3,158,884
$
$
$
$
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
Basis difference
Negative investment in USAA (1)
Investments in real estate partnerships
December 31,
2020
2019
$
$
509,873
(47,119 )
4,401
467,155
508,875
(43,296 )
3,943
469,522
(1) The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess
of Regency's carrying value of its investment resulting in a negative investment balance, which is
recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
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
Early extinguishment of debt
Provision for impairment, net of tax
Total other expense (income)
Net income of the Partnerships
$
The Company's share of net income of the Partnerships $
Year ended December 31,
2019
2020
2018
$
381,094
417,053
414,631
101,590
65,146
5,870
53,747
3,126
229,479
66,786
(7,146 )
554
—
60,194
91,421
34,169
97,844
65,811
6,201
53,410
2,709
225,975
75,449
(64,798 )
—
9,223
19,874
171,204
60,956
99,847
66,299
5,697
54,119
2,700
228,662
73,508
(16,624 )
—
—
56,884
129,085
42,974
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate
partnerships during 2020, which had no such acquisitions in 2019:
(in thousands)
Year ended December 31, 2020
Date
Purchased
11/13/20 Eastfield at Baybrook Houston, TX Development Other
Property
Name
Property
Type
City/State
Ownership
%
50.00%
Purchase
Price
$ 4,491
Intangible
Assets
Intangible
Liabilities
—
—
—
Co-
investment
Partner
Debt
Assumed,
Net of
Premiums
Dispositions
The following table provides a summary of shopping centers and land 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
$
$
$
Notes Payable
2020
Year ended December 31,
2019
142,754
64,798
29,422
4
—
27,974
7,147
2,413
2
—
2018
27,144
16,624
3,608
1
2
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of
December 31, 2020, were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2021
2022
2023
2024
2025
Beyond 5 Years
Net unamortized loan costs, debt premium / (discount)
Total notes payable
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
Unsecured
Maturities
Total
Regency’s
Pro-Rata
Share
$
$
11,257
7,736
3,196
1,796
2,168
10,859
—
333,068
254,873
171,608
33,690
146,000
574,321
(9,164 )
37,012 1,504,396
15,635
—
—
—
—
—
—
359,960
262,609
174,804
35,486
148,168
585,180
(9,164 )
15,635 1,557,043
124,100
97,465
65,137
14,217
44,853
191,940
(3,054 )
534,658
These fixed and variable rate loans are all non-recourse to the partnerships, and mature through 2034, with 91.5% having a
weighted average fixed interest rate of 4.1%. The remaining notes payable float over LIBOR and had a weighted average
variable interest rate of 2.4% at December 31, 2020. Maturing loans will be repaid from proceeds from refinancing, partner
capital contributions, or a combination thereof. The Company is obligated to contribute its Pro-rata share to fund maturities
if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit,
and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access
thereto to fund future capital requirements. In the event that a 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,
2019
2020
2018
$
26,618
28,878
27,873
100
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
5. Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets:
(in thousands)
Goodwill
Investments
Prepaid and other
Derivative assets
Furniture, fixtures, and equipment, net
Deferred financing costs, net
Total other assets
$
December 31, 2020
$
December 31, 2019
173,868
60,692
17,802
—
6,560
2,524
261,446
307,434
50,354
18,169
2,987
7,098
4,687
390,729
The following table presents the goodwill balances and activity during the year to date periods ended:
December 31, 2020
Accumulated
Impairment
Losses
December 31, 2019
Accumulated
Impairment
Losses
(in thousands)
Beginning of year balance
Goodwill allocated to Provision for impairment
Goodwill allocated to Properties held for sale
Goodwill associated with disposed reporting units:
Goodwill allocated to Provision for impairment
Goodwill allocated to Gain on sale of real estate
End of year balance
Goodwill
$ 310,388
—
(1,191 )
—
(1,784 )
$ 307,413
1,191
Total
(2,954 ) 307,434
(132,179 ) (132,179 )
—
—
—
(1,387 )
(133,545 ) 173,868
—
397
Goodwill
Total
316,858
—
(2,472 )
(1,779 )
(2,219 )
310,388
(2,715 ) 314,143
(2,954 )
(2,954 )
(2,472 )
—
—
—
(1,283 )
(2,954 ) 307,434
1,779
936
As the Company identifies properties (“reporting units”) that no longer meet its investment criteria, it will evaluate the
property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability
and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event.
If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.
During the three months ended March 31, 2020, the Company recognized $132.2 million of Goodwill impairment. The
market disruptions related to the significant economic impacts of the pandemic triggered evaluation of reporting unit fair
values for goodwill impairment. The Company’s reporting units are at the individual property level. The carrying value of
long-lived assets within each of the reporting units were first tested for recoverability with no resulting impairments. Next,
the fair value of each reporting unit was compared to its carrying value, including goodwill. Of the 269 reporting units with
goodwill, 87 of those were determined to have fair values lower than carrying value. As such, goodwill impairment losses
totaling $132.2 million were recognized for the amount that the carrying amount of the reporting unit, including goodwill,
exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit. Fair values of the reporting
units were determined using a discounted cash flow approach, including then current market cash flow assumptions for
impacts to existing tenant contractual rent as well as prospective future rent and percent leased changes and related capital
and operating expenditures. The cap rates and discount rates used in the analysis reflect management’s best estimate of
market rates adjusted for the current environment. No additional Goodwill impairments were recognized after March 31,
2020, including as a result of the Company’s annual goodwill impairment evaluation in November 2020.
101
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
6. Acquired Lease Intangibles
The Company had the following acquired lease intangibles:
(in thousands)
In-place leases
Above-market leases
Total intangible assets
Accumulated amortization
Acquired lease intangible assets, net
Below-market leases
Accumulated amortization
Acquired lease intangible liabilities, net
December 31,
2020
2019
$
$
$
414,298 $
59,381
473,679
(284,880 )
188,799
523,678
(145,966 )
377,712
438,188
63,944
502,132
(259,310 )
242,822
558,936
(131,676 )
427,260
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
Year ended December 31,
(in thousands)
In-place lease amortization
Above-market lease amortization
Below-market ground lease amortization (1)
$
Acquired lease intangible asset amortization
$
2020
2019
48,297
7,658
—
55,955
60,250
9,112
—
69,362
2018
Line item in Consolidated
Statements of Operations
76,649 Depreciation and amortization
10,433 Lease income
1,688 Operating and maintenance
88,770
Below-market lease amortization
Above-market ground lease amortization (1)
Acquired lease intangible liability
amortization
$
50,103
—
54,730
—
45,561 Lease income
94 Operating and maintenance
$
50,103
54,730
45,655
(1) On January 1, 2019, the Company adopted the new accounting guidance in ASC Topic 842, Leases, including all related ASUs, and
correspondingly reclassified Below-market ground leases and Above-market ground leases against the Company’s Right of use
asset, where they continue to be amortized to Operating and maintenance in the accompanying Consolidated Statements of
Operations.
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,
2021
2022
2023
2024
2025
$
Amortization of
In-place lease intangibles
Net accretion of Above
/ Below market lease
intangibles
31,120 $
24,137
19,580
15,364
12,604
24,237
22,265
21,183
19,122
18,540
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
7. Leases
Lessor Accounting
All of the Company’s leases are classified as operating leases. The Company's Lease income is comprised of both fixed and
variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are
primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance. Income for these
amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
(i) Recoveries from tenants represents amounts which tenants are contractually obligated to reimburse the Company for
the tenants’ portion of actual Recoverable Costs incurred. Generally the Company’s leases provide for the tenants
to reimburse the Company based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share
of leased space in the property.
(ii) Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels
specified in the lease contract.
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on
the criteria specified in ASC Topic 842:
(in thousands)
Operating lease income
Fixed and in-substance fixed lease income
Variable lease income
Other lease related income, net:
Above/below market rent and tenant rent
inducement amortization, net
Uncollectible straight line rent
Uncollectible amounts billable in lease
income
Total lease income
$
December 31, 2020 December 31, 2019
$
807,603
247,384
813,444
247,861
42,219
(34,673 )
(82,367 )
980,166
45,392
(7,002 )
(5,394 )
1,094,301
During the year ended December 31, 2020, the Company experienced a higher rate of uncollectible lease income driven by
changes in expectations of collectibility of both past due rents and recoveries and future rent steps given the impact of the
pandemic on our tenants.
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
(in thousands)
For the year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total
December 31, 2020
$
754,396
676,083
578,023
480,768
372,377
1,329,274
4,190,921
$
Lessee Accounting
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the
underlying land and has leased the land to the Company to construct and/or operate a shopping center.
The Company has 22 properties within its consolidated real estate portfolio that are either partially or completely on land
subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in
these properties. These ground leases expire through the year 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 2029, and in many cases, provide for renewal options.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
The ground and office lease expense is recognized on a straight-line basis over the term of the leases, including
management's estimate of expected option renewal periods. Operating lease expense under the Company's ground and office
leases was as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent
and reimbursements of landlord costs:
(in thousands)
Fixed operating lease expense
Ground leases
Office leases
Total fixed operating lease expense
Variable lease expense
Ground leases
Office leases
Total variable lease expense
Total lease expense
Cash paid for amounts included in the measurement
of operating lease liabilities
December 31, 2020 December 31, 2019
$
$
13,716
4,334
18,050
1,044
585
1,629
19,679
13,982
4,229
18,211
1,693
552
2,245
20,456
Operating cash flows for operating leases
$
15,003
14,815
Operating lease expense under the Company's ground and office leases was $19.7 million, $20.5 million and $19.1 million
for the years ended December 31, 2020, 2019, and 2018 respectively, which includes fixed and variable rent expense.
The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities
under ground and office leases as of December 31, 2020, and provides a reconciliation to the Lease liability included in the
accompanying Consolidated Balance Sheets:
Lease Liabilities
(in thousands)
For the year ended December 31, Ground Leases Office Leases
$
2021
2022
2023
2024
2025
Thereafter
10,778
10,837
11,054
11,103
11,106
542,184
4,654
3,379
2,580
2,114
1,961
2,777
Total undiscounted lease
liabilities
Present value discount
Lease liabilities
$
$
Weighted average discount rate
Weighted average remaining term
(in years)
597,062
(392,848 )
204,214
5.2 %
17,465
(1,289 )
16,176
3.8 %
48.1
5.0
Total
15,432
14,216
13,634
13,217
13,067
544,961
614,527
(394,137 )
220,390
8.
Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of
its subsidiaries treated as taxable REIT subsidiary (“TRS”) entities, which are subject to federal and state income taxes.
The following table summarizes the tax status of dividends paid on our common shares:
(in thousands)
2.22
Dividend per share
98 %
Ordinary income
— %
Capital gain
2 %
Qualified dividend income
Section 199A dividend
98 %
(1) During 2020, the Company declared four quarterly dividends, the last of which was paid on January 5, 2021, with a
2.19 (1)
100 %
— %
— %
100 %
2.34
97 %
3 %
— %
97 %
$
2020
2018
Year ended December 31,
2019
portion allocated to the 2020 dividend period, and the balance allocated to 2021.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2020, 2019, and 2018 was as follows:
(in thousands)
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit) (1)
Year ended December 31,
2019
2020
2018
$
$
2,157
(891 )
1,266
1,576
(331 )
1,245
5,667
(5,145 )
522
(1) Includes $(355,000), $757,000 and $706,000 of tax (benefit) expense presented within Other operating expenses
during the years ended December 31, 2020, 2019, and 2018, respectively. Additionally, $1.6 million, $488,000,
and ($184,000) of tax expense (benefit) is presented within Gain on sale of real estate (or Provision for
impairment), net of tax, during the years ended December 31, 2020, 2019, and 2018, respectively.
The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit)
differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as
follows:
(in thousands)
Computed expected tax (benefit) expense
State income tax, net of federal benefit
Valuation allowance
Permanent items
All other items
Total income tax expense (1)
Income tax expense attributable to operations (1)
Year ended December 31,
2019
2020
2018
$
$
(3,665 )
(593 )
1,043
5,079
(598 )
1,266
1,266
1,587
650
(91 )
(819 )
(82 )
1,245
1,245
(584 )
636
(392 )
1,067
(205 )
522
522
(1) Includes ($355,000), $757,000, and $706,000 of tax (benefit) expense presented within Other operating expenses
during the years ended December 31, 2020, 2019, and 2017, respectively. Additionally, $1.6 million, $488,000,
and ($184,000) of tax expense (benefit) is presented within Gain on sale of real estate (or Provision for
impairment), net of tax, during the years ended December 31, 2020, 2019 and 2018, respectively.
The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying
Consolidated Balance Sheets) are summarized as follows:
(in thousands)
Deferred tax assets
Provision for impairment
Deferred interest expense
Fixed assets
Net operating loss carryforward
Other
Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities
Straight line rent
Fixed assets
Deferred tax liabilities
Net deferred tax liabilities
December 31,
2020
2019
$
$
$
$
508
—
1,077
109
771
2,465
(2,465 )
—
(88 )
(12,943 )
(13,031 )
(13,031 )
—
1,341
—
106
88
1,535
(680 )
855
(100 )
(14,404 )
(14,504 )
(13,649 )
The net deferred tax liability decreased during 2020 due to sales and depreciation of properties at TRS entities. The
Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning
strategies are implemented.
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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 public and private debt
Total notes payable
Unsecured credit facilities:
Line of Credit (2)
Term Loan (3)
Total unsecured credit facilities
Total debt outstanding
Weighted
Average
Contractual
Rate
Weighted
Average
Effective
Rate
4.3%
2.8%
3.8%
1.0%
2.0%
4.0%
2.9%
4.0%
1.4%
2.1%
Maturing
Through
10/1/2036
6/2/2027
3/15/2049
3/23/2022
1/5/2022
December 31,
2020
2019
$
272,749 $
146,046
342,020
148,389
3,239,609 2,944,752
$ 3,658,404 3,435,161
$
220,000
264,383
$
484,383
$ 3,923,084 3,919,544
— $
264,680
264,680
(1) Includes six mortgages with interest rates that vary on LIBOR based formulas. Four of these variable rate loans have interest rate swaps in place
to fix the interest rates. The effective fixed rates of the loans range from 2.5% to 4.1%.
(2) Weighted average effective rate for the Line is calculated based on a fully drawn Line balance. During February 2021, the Company amended
its Line agreement to extend the maturity to March 23, 2025 retaining the same overall borrowing capacity of $1.25 billion and credit-based
interest rate spread over LIBOR currently equal to 0.875%.
(3) In January 2021, the Company repaid in full the $265 million Term Loan, using cash on hand.
Notes Payable
Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may
be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments
of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid
interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is
payable semi-annually.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture
agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to
Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated
Assets to Unsecured Consolidated Debt. As of December 31, 2020, management of the Company believes it is in
compliance with all financial covenants for its unsecured public debt.
Unsecured Credit Facilities
At December 31, 2020, the Company had an unsecured line of credit commitment (the “Line”) and an unsecured term loan
(the “Term Loan”) under separate credit agreements with a syndicate of banks.
At December 31, 2020, the Line had a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding
borrowings and commitments from issued letters of credit. The Line bears interest at a variable rate of LIBOR plus 0.875%
and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating.
On February 9, 2021, the Company entered into an Amended and Restated Credit Agreement, which among other items, i)
retains a borrowing capacity of $ 1.25 billion, ii) includes a $125 million sublimit for swingline loans and $50 million
available for issuance of letters of credits, iii) extends the maturity date to March 23, 2025 and iv) includes an option to
extend the maturity date for two six-month periods. The existing financial covenants under the Line remained unchanged.
The Term Loan bears interest at a variable rate based on LIBOR plus 0.95% and has an interest rate swap in place to fix the
interest rate at 2.0%, as discussed further in note 10. During January 2021, the Company repaid in full the $265 million
Term Loan, and settled its related interest rate swap, as discussed in Note 10.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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 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, 2020, the Company is in compliance with all financial covenants for the Line and Term Loan.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2021
2022
2023
2024
2025
Beyond 5 Years
Unamortized debt premium/(discount) and issuance costs
Total notes payable
December 31, 2020
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
Unsecured
Maturities (1)
$
$
11,598 $
11,797
10,124
5,301
4,207
17,505
—
60,532
31,562 $
5,848
65,724
90,744
40,000
121,303
3,082
358,263
—
265,000 (2)
—
250,000
250,000
2,775,000
(35,711 )
3,504,289
Total
43,160
282,645
75,848
346,045
294,207
2,913,808
(32,629 )
3,923,084
(1)
(2)
Includes unsecured public and private debt and unsecured credit facilities.
In January 2021, the Company repaid in full the $265 million Term Loan.
The Company has $31.6 million of debt maturing over the next twelve months, which is in the form of non-recourse
mortgage loans. The Company currently intends to repay the maturing balances and leave the properties unencumbered. The
Company has sufficient capacity on its Line to repay the maturing debt, if necessary.
10. Derivative Financial Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest
rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal
objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial
structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for
speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries
certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the
agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with
high credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure
to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its
interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-
rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements
without exchange of the underlying notional amount.
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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:
Notional
Amount
(in thousands)
Effective
Date
8/1/16
4/7/16
12/1/16
9/17/19
6/2/17
Maturity
Date
1/5/22 (2)
4/1/23
11/1/23
3/17/25
6/2/27
Total derivative financial instruments
$
265,000
19,405
32,369
24,000
36,592
Bank Pays Variable
Rate of
1 Month LIBOR with Floor
1 Month LIBOR
1 Month LIBOR
1 Month LIBOR
1 Month LIBOR with Floor
Fair Value at December 31,
Assets (Liabilities) (1)
Regency Pays
Fixed Rate of
2020
2019
1.053 % $
1.303 %
1.490 %
1.542 %
2.366 %
$
(2,472 )
(494 )
(1,181 )
(1,288 )
(3,856 )
(9,291 )
2,674
148
84
81
(1,515 )
1,472
(1) 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.
(2) In January 2021, the Company early settled the $265 million interest rate swap in connection with its repayment of the Term Loan.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The
Company does not use derivatives for trading or speculative purposes and, as of December 31, 2020, does not have any
derivatives that are not designated as hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other
comprehensive income (loss) (“AOCI”) and subsequently reclassified into earnings in the period that the hedged forecasted
transaction affects earnings.
The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial
statements:
Location and Amount of Gain (Loss)
Recognized in OCI on Derivative
Location and Amount of Gain (Loss)
Reclassified from AOCI into Income
Total amounts presented in the Consolidated
Statements of Operations in which the effects
of cash flow hedges are recorded
Year ended December 31,
Year ended December 31,
Year ended December 31,
(in
thousands) 2020
Interest
rate swaps $ (19,187 ) (15,585 ) 402
2019
2018
2020 2019 2018
2020
2019
2018
$ 8,790 3,269 5,342
$ 156,678 151,264 148,456
Interest
expense, net
Early
extinguishment
of debt (1)
Interest
expense, net
Early
extinguishment
of debt
$ 21,837 11,982 11,172
(1) At December 31, 2020, based on intent to repay the Term Loan in January 2021, the Company recognized the Accumulated other comprehensive
$ 2,472 — —
loss for the Term Loan swap in earnings within Early extinguishment of debt.
As of December 31, 2020, the Company expects approximately $3.7 million of accumulated comprehensive losses on
derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be
reclassified into earnings during the next 12 months.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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:
(in thousands)
Financial liabilities:
Notes payable
Unsecured credit facilities
December 31,
2020
2019
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
$
$
3,658,405
264,679
4,102,382 $
265,226 $
3,435,161
484,383
3,688,604
489,496
The above fair values represent management's estimate of the amounts that would be received from selling those assets or
that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2020
and 2019, respectively. 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.
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying
Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which
are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net
investment (income) loss in the accompanying Consolidated Statements of Operations, and includes unrealized (gains) losses
of ($3.0) million, ($3.8) million, and $3.3 million for the years ended December 31, 2020, 2019, and 2018, respectively.
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at
fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy.
Unrealized gains or losses on these debt securities are recognized through other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and
implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own
nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
109
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the
fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates
of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has
assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions
and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps.
As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair
value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value
on a recurring basis:
(in thousands)
Assets:
Securities
Available-for-sale debt securities
Total
Liabilities:
Interest rate derivatives
(in thousands)
Assets:
Securities
Available-for-sale debt securities
Interest rate derivatives
Total
Liabilities:
Interest rate derivatives
Fair Value Measurements as of December 31, 2020
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance
44,986
15,706
60,692
44,986
—
44,986
—
15,706
15,706
(9,291 )
—
(9,291 )
—
—
—
—
Fair Value Measurements as of December 31, 2019
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance
39,599
10,755
2,987
53,341
39,599
—
—
39,599
—
10,755
2,987
13,742
(1,515 )
—
(1,515 )
—
—
—
—
—
$
$
$
$
$
$
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value
on a non-recurring basis:
Fair Value Measurements as of December 31, 2020
Significant
Quoted Prices
Other
in Active
Observable
Markets for
Inputs
Identical Assets
(Level 2)
(Level 1)
Significant
Unobservable
Inputs
(Level 3)
Total Gains
(Losses)
Balance
$
25,000
—
25,000
—
(17,532 )
Fair Value Measurements as of December 31, 2019
Significant
Quoted Prices
Other
in Active
Observable
Markets for
Inputs
Identical Assets
(Level 2)
(Level 1)
Significant
Unobservable
Inputs
(Level 3)
Total Gains
(Losses)
Balance
$
71,131
—
28,131
43,000
(50,553 )
(in thousands)
Operating properties
(in thousands)
Operating properties
110
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
During the years ended December 31, 2020 and 2019, the Company recorded Provision for impairment of $17.5 million and
$40.3 million, respectively, on one operating property which is classified as held and used. The property, which is located in
the Manhattan market of New York City, was impaired during 2019 as a result of a fair value analysis performed based on
lease up expectations after its single retail tenant declared bankruptcy. As the pandemic continued to impact the leasing
market, limiting visibility for replacement prospects for this property, the hold period probabilities shifted triggering further
evaluation of the current fair value resulting in the additional impairment charge during the fourth quarter of 2020.
The 2019 fair value was derived using a discounted cash flow model, which included assumptions around redevelopment of
the asset to its highest and best use as a mixed-use project and re-leasing the space. The discount rate of 8.58% and terminal
capitalization rate of 4.75% used in the discounted cash flow model are considered significant inputs and assumptions to
estimating the fair value of the property, which is considered a Level 3 input per the fair value hierarchy. The 2020 fair
value was based on third-party offers for the property and is reflected in the above Level 2 fair value hierarchy.
During the year ended December 31, 2019, the Company also recorded a $10.2 million Provision for impairment on one
operating property which was classified as held and used and resulted in a fair value of $28.1 million. That operating
property is classified as held for sale at December 31, 2020. The property was remeasured to fair value based on its
expected selling price and is reflected in the above Level 2 fair value hierarchy.
12. Equity and Capital
Common Stock of the Parent Company
At the Market (“ATM”) Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500.0 million of common
stock at prices determined by the market at the time of sale. There were no shares issued under the ATM equity program
during the year ended December 31, 2020. As of December 31, 2020, all $500 million of common stock authorized under
the ATM program remained available for issuance.
Under a previous ATM equity program which expired on March 31, 2020, the Company sold shares through forward sale
agreements, which the Company settled during March 2020. At settlement, the Company issued 1,894,845 shares of its
common stock, receiving $125.8 million of net proceeds which were used for working capital and general corporate
purposes.
Share Repurchase Program
On February 4, 2020, the Company's Board authorized a common share repurchase program under which the Company may
purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open
market purchases or in privately negotiated transactions. Any shares purchased, if not retired, will be treated as treasury
shares. The program is set to expire on February 5, 2021, but may be modified at the discretion of the Board. The timing
and actual number of shares purchased under the program depend upon marketplace conditions, liquidity needs, and other
factors. Through December 31, 2020, no shares have been repurchased under this program.
On February 3, 2021, the Company’s Board authorized a new common share repurchase program under which the Company
may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market
purchases or in privately negotiated transactions. Any shares purchased, if not retired, will be treated as treasury shares.
This new program is set to expire on February 3, 2023.
Common Units of the Operating Partnership
Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company
common stock issued or repurchased and retired, as described above.
In January 2020, the Operating Partnership issued 18,613 exchangeable operating partnership units, valued at $1.3 million, as
partial purchase price consideration for the acquisition of an additional 16.62% interest in an operating shopping center.
111
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
General Partners
The Parent Company, as general partner, owned the following Partnership Units outstanding:
(in thousands)
Partnership units owned by the general partner
Partnership units owned by the limited partners
Total partnership units outstanding
Percentage of partnership units owned by the general partner
December 31,
2020
2019
169,680
765
170,445
99.6 %
167,571
746
168,317
99.6 %
13. Stock-Based Compensation
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
Capitalized stock-based compensation (2)
Stock-based compensation, net of capitalization
Year ended December 31,
2019
2020
2018
$
$
14,248
452
(1,119 )
13,581
16,254
410
(2,325 )
14,339
16,745
399
(3,509 )
13,635
(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 redevelopment activities. During 2018, these
amounts also include compensation expense specifically identifiable to leasing activities, as non-contingent internal leasing costs
were capitalizable prior to the adoption of Topic 842, Leases, on January 1, 2019.
The Company established its Omnibus Incentive Plan (the “Plan”) under which the Board of Directors may grant stock
options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue
up to 5.4 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2020,
there were 4.7 million shares available for grant under the Plan either through stock options or restricted stock awards.
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.
112
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
The following table summarizes non-vested restricted stock activity:
Year ended December 31, 2020
Number of
Shares
Intrinsic Value
(in thousands)
Weighted
Average
Grant Price
Non-vested as of December 31, 2019
Time-based awards granted (1) (4)
Performance-based awards granted (2) (4)
Market-based awards granted (3) (4)
Change in market-based awards earned for performance (3)
Vested (5)
Forfeited
Non-vested as of December 31, 2020 (6)
623,090
144,497
8,898
109,030
22,906
(244,694 )
(44,792 )
618,935 $
$
$
$
$
$
$
28,217
57.17
62.04
73.54
62.39
58.94
63.45
(1) Time-based awards vest beginning on the first anniversary following the grant date over a one 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.
(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:
Year ended December 31,
2019
2018
2020
Volatility
Risk free interest rate
18.50 %
1.30 %
19.30 %
2.43 %
19.20 %
2.26 %
(4) The weighted-average grant price for restricted stock granted during the years is summarized below:
Weighted-average grant price for
restricted stock
$
64.14 $
65.11 $
63.50
(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2019
2018
2020
Year ended December 31,
2019
2018
2020
Intrinsic value of restricted stock vested
$
14,423 $
17,684 $
17,306
(6) As of December 31, 2020, there was $12.9 million of unrecognized compensation cost related to non-vested
restricted stock granted under the Parent Company's 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.
113
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
14. Saving and Retirement Plans
401(k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer
eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together
with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible
compensation, is fully vested and funded as of December 31, 2020. Additionally, an annual profit sharing contribution may
be made, which vests over a three year period. Costs for Company contributions to the plan totaled $3.5 million, $3.5
million, and $3.9 million for the years ended December 31, 2020, 2019, and 2018, respectively.
Non-Qualified Deferred Compensation Plan (“NQDCP”)
The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus,
director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon
contribution to the NQDCP and are deposited in a Rabbi trust.
The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related
participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:
Year ended December 31,
(in thousands)
Assets:
Securities
Liabilities:
Deferred compensation obligation
$
$
2020
2019
Location in Consolidated Balance Sheets
40,964
36,849
Other assets
40,962
36,755
Accounts payable and other liabilities
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income 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.
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:
Income attributable to common stockholders - basic
Income attributable to common stockholders - diluted
Year ended December 31,
2019
2020
2018
$
$
44,889 $
44,889 $
239,430
239,430
249,127
249,127
Denominator:
Weighted average common shares outstanding for basic EPS
Weighted average common shares outstanding for diluted EPS (1) (2)
Income per common share – basic
Income per common share – diluted
(1) Includes the dilutive impact of unvested restricted stock.
(2) Using the treasury stock method, 2019 weighted average common shares outstanding for basic and diluted earnings per share
exclude 1.9 million shares issuable under the forward ATM equity offering as they would be anti-dilutive. These shares are
included in 2020 weighted average common shares outstanding as they were settled in March 2020.
167,526
167,771
1.43
1.43
169,231
169,460
0.27 $
0.26 $
$
$
169,724
170,100
1.47
1.46
114
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
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 be anti-dilutive.
Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2020, 2019, and
2018, were 765,046, 464,286, and 349,902, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit:
(in thousands, except per share data)
Numerator:
Income attributable to common unit holders - basic
Income attributable to common unit holders - diluted
Year ended December 31,
2019
2020
2018
$
$
45,092 $
45,092 $
240,064
240,064
249,652
249,652
Denominator:
Weighted average common units outstanding for basic EPU
Weighted average common units outstanding for diluted EPU (1) (2)
Income per common unit – basic
Income per common unit – diluted
(1) Includes the dilutive impact of unvested restricted stock.
(2) Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.9
169,997
170,225
0.27 $
0.26 $
167,990
168,235
1.43
1.43
170,074
170,450
1.47
1.46
$
$
million shares issuable under the forward ATM equity offering outstanding during 2019 as they would be anti-dilutive.
16. Commitments and Contingencies
Litigation
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. However, no assurances can be given as to the
outcome of any threatened or pending legal proceedings. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations pertaining primarily to chemicals historically used
by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, and older 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. The Company can give no assurance that existing
environmental studies with respect to its shopping centers have revealed all potential environmental contaminants; that its
estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did
not create any material environmental condition not known to the Company; that the current environmental condition of the
shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third
parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional
environmental liability to the Company.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which
reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive
insurance program and to facilitate the construction of development projects. As of December 31, 2020 and 2019, the
Company had $9.7 million and $12.5 million, respectively, in letters of credit outstanding.
115
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2020
17. 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, 2020 and 2019:
(in thousands except per share and per unit data)
Year ended December 31, 2020
Operating Data:
Revenue
Net (loss) income attributable to common stockholders
Net (loss) income attributable to exchangeable operating partnership units
Net (loss) income attributable to common unit holders
Net (loss) income attributable to common stock and unit holders per share and
unit:
Basic
Diluted
Year ended December 31, 2019
Operating Data:
Revenue
Net income attributable to common stockholders
Net income attributable to exchangeable operating partnership units
Net income attributable to common unit holders
Net income attributable to common stock and unit holders per share and unit:
Basic
Diluted
$
$
$
$
$
$
$
$
$
$
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
283,658
(25,332 )
(115 )
(25,447 )
231,113
19,046
87
19,133
242,944
12,688
57
12,745
258,460
38,487
174
38,661
(0.15 )
(0.15 )
0.11
0.11
0.07
0.07
0.23
0.23
286,257
90,446
190
90,636
275,872
51,728
109
51,837
0.54
0.54
0.31
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124
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2020
(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 $8.9 billion at December 31, 2020.
The changes in total real estate assets for the years ended December 31, 2020, 2019, and 2018 are as follows:
(in thousands)
Beginning balance
Acquired properties and land
Developments and improvements
Disposal of building and tenant improvements
Sale of properties
Properties held for sale
Provision for impairment
Ending balance
2018
2020
2019
$ 11,095,294 10,863,162 10,892,821
113,911
213,389
(15,384 )
(277,270 )
(59,438 )
(4,867 )
$ 11,101,858 11,095,294 10,863,162
39,087
154,657
(35,034 )
(95,780 )
(38,122 )
(18,244 )
268,366
193,973
(34,824 )
(60,195 )
(58,527 )
(76,661 )
The changes in accumulated depreciation for the years ended December 31, 2020, 2019, and 2018 are as follows:
(in thousands)
Beginning balance
$
Depreciation expense
Disposal of building and tenant improvements
Sale of properties
Accumulated depreciation related to properties held for sale
Provision for impairment
Ending balance
$
2020
1,766,162
278,861
(35,034 )
(10,812 )
(4,357 )
(712 )
1,994,108
2019
1,535,444
295,638
(34,824 )
(4,643 )
(19,031 )
(6,422 )
1,766,162
2018
1,339,771
264,873
(15,384 )
(45,901 )
(7,729 )
(186 )
1,535,444
See accompanying report of independent registered public accounting firm.
125
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, 2020.
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 2020 that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting. The Parent Company has incorporated the effects of COVID-19 related impacts into
our control structure.
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
126
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.
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, 2020.
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 2020 that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting. The Operating Partnership has incorporated the effects of COVID-19 related impacts
into our control structure.
Item 9B. Other Information
Not applicable
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our
definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-K with respect to the 2021 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 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 will post a 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 2021 Annual Meeting of Stockholders.
127
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
(as of December 31, 2020)
(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)
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security
holders
Total
— $
N/A
— $
—
N/A
—
4,739,687
N/A
4,739,687
(1) This column does not include 618,935 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 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2019 annual meeting, provides
that an aggregate maximum of 5.6 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
2021 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 2021 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 2021 Annual Meeting of Stockholders.
128 Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2020 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)
Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K
filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material
respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been
filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
(ii)
(iii)
(iv)
(v)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and Wells Fargo Securities, LLC;
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and J.P. Morgan Securities LLC;
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and BB&T Capital Markets, a division of BB&T Securities, LLC;
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and BTIG, LLC;
129 (vi)
(vii)
(viii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and RBC Capital Markets, LLC;
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and Mizuho Securities USA LLC.
(b) Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by
referent to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of
the Equity Distribution Agreements, dated November 13, 2018, and listed in Exhibit 1 (a) are substantially identical
in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the
identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601
of Regulation S-K.
(c) Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to
Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity
Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment
No. 2 to the Equity Distribution Agreement, dated May 8, 2020, except for the identities of the parties, and have not
been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and Wells Fargo Bank, National Association and Wells Fargo
Securities, LLC.
(ii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.
(iii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and BTIG, LLC
(iv) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan
Securities LLC
(v) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.
(d) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation,
Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC (incorporated by
reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 8, 2020).
(e) Form of Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.3 to the
Company’s Form 8-K filed on May 8, 2020). The Equity Distribution Agreements listed below are substantially
identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the
parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601
of Regulation S-K:
(i) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P. and Jefferies LLC.
(ii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P. and SMBC Nikko Securities America, Inc.
(iii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P. and Regions Securities LLC
130 (iv) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P., The Bank of Nova Scotia and Scotia Capital (USA) Inc.
(v) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P., Bank of Montreal and BMO Capital Markets Corp.
(vi) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency
Centers, L.P., TD Securities (USA) LLC and The Toronto-Dominion Bank
(f) Form of Forward Master Confirmation, dated May 8, 2020, dated May 8, 2020 (incorporated by reference to
Exhibit 1.4 to the Company’s Form 8-K filed on May 8, 2020). The Forward Master Confirmations listed below
are substantially identical in all material respects to the Form of Forward Master Confirmation, except for the
identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to
Instruction 2 to item 601 of Regulation S-K:
(i) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.
(ii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
Bank of America, N.A.
(iii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
JPMorgan Chase Bank, National Association, New York Branch
(iv Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
Bank of Montreal
(v) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
Mizuho Markets Americas LLC
(vi) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
Jefferies LLC
(vii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
The Bank of Nova Scotia
(viii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and
The Toronto-Dominion Bank.
3.
Articles of Incorporation and Bylaws
(a) Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to
Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).
(b) Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to
Exhibit 3.B to the Company’s Form 10-Q filed on August 8, 2017).
(c) 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) 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) for provisions of the Partnership Agreement of Regency Centers, L.P.
defining rights of security holders.
131
(b) 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)
(iv)
(v)
(vi)
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as
guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association
(formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to
Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5,
2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank
National Association, as successor to Wachovia Bank, National Association (formerly known as First
Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-
K filed on June 3, 2010).
Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5,
2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K
filed on August 18, 2015).
Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).
Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).
Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 13, 2020).
(c) Indenture dated September 9, 1998 between the Company, as successor-by-merger to IRT Property Company, and
SunTrust Bank, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by IRT Property Company on
September 15, 1998).
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Supplemental Indenture No. 1, dated September 9, 1998, between the Company, as successor-by-
merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to
Exhibit 4.3 of Form 8-K filed by IRT Property Company on September 15, 1998).
Supplemental Indenture No. 2, dated November 1, 1999, between the Company, as successor-by-
merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to
Exhibit 4.5 of Form 8-K filed by IRT Property Company on November 12, 1999).
Supplemental Indenture No. 3, dated February 12, 2003, between the Company and SunTrust Bank, as
Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Equity One, Inc. on February
20, 2003).
Supplemental Indenture No. 5, dated April 23, 2004, between the Company and SunTrust Bank, as
Trustee (incorporated by reference to Exhibit 4.1 of Form 10-Q filed by Equity One, Inc. on May 10,
2004).
Supplemental Indenture No. 6, dated May 20, 2005, between the Company and SunTrust Bank, as
Trustee (incorporated by reference to Exhibit 4.2 of Form 10-Q filed by Equity One, Inc. on August 5,
2005).
Supplemental Indenture No. 8, dated December 30, 2005, between the Company and SunTrust Bank,
as Trustee (incorporated by reference to Exhibit 4.17 of Form 10-K filed by Equity One, Inc. on
March 3, 2006).
132
(vii)
(viii)
(ix)
Supplemental Indenture No. 13, dated as of October 25, 2012, between the Company and U.S. Bank
National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Equity
One, Inc. on October 25, 2012).
Supplemental Indenture No. 14, dated as of March 1, 2017, among Equity One, Inc., Regency Centers
Corporation, Regency Centers, L.P., and U.S. Bank National Association, as successor to Sun Trust
Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March
1, 2017).
Supplemental Indenture No. 15, dated as of July 26, 2017, among Regency Centers Corporation,
Regency Centers, L.P., and U.S. Bank National Association (incorporated by reference to Exhibit 10.1
to the Company’s Form 8-K filed on July 27, 2017).
(d) Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to
Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).
(e) Description of the Company’s Securities Registered under Section 12 of the Exchange Act. (incorporated by
reference to Exhibit 4(e) to the Company’s Form 10-K filed on February 18, 2020).
10. Material Contracts (~ indicates management contract or compensatory plan)
~(a) Form of Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K
filed on March 10, 2006).
~(b) 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).
~(c) Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form
10-K filed on March 10, 2006).
~(d) 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).
~(e) 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).
~(f) 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).
~(g) 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).
~(h) Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).
~(i) Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by
reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(j) Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to
Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).
~(k) 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).
~(l) 2020 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2020, by and
between the Company and Michael J. Mas (incorporated by reference to Exhibit 90.1 of the Company's Form 8-K
filed on January 7, 2020).
133
~(m)Amended and Restated Severance and Change of Control Agreement dated as of April 27, 2017, by and between
the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed
on May 10, 2017).
~(n) 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).
~(o) 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).
~(p) 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).
(q) Fifth Amended and Restated Credit Agreement, dated as of February 9, 2021, by and among Regency Centers, L.P.,
as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as
Administrative Agent, and certain lender party thereto (incorporated by reference to Exhibit 4.1 to the Company’s
8-K filed on February 12, 2021).
(r) 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).
21. Subsidiaries of Regency Centers Corporation
22. Subsidiary Guarantors and Issuers of Guaranteed Securities
23. Consents of Independent Accountants
23.1 Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.
31. Rule 13a-14(a)/15d-14(a) Certifications.
31.1 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32. Section 1350 Certifications.
The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and
are not being filed for purposes of Section 18 of the 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.
134
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+
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document
101.SCH+
Inline XBRL Taxonomy Extension Schema Document
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+ Submitted electronically with this Annual Report
Item 16. Form 10-K Summary
None.
135
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 17, 2021
REGENCY CENTERS CORPORATION
SIGNATURES
February 17, 2021
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, General Partner
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
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 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
February 17, 2021
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Executive Chairman of the Board
/s/ Lisa Palmer
Lisa Palmer, President, Chief Executive Officer, and Director
/s/ Michael J. Mas
Michael J. Mas, Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal
Accounting Officer)
/s/ Joseph Azrack
Joseph Azrack, Director
/s/ Bryce Blair
Bryce Blair, Director
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
/s/ Deirdre J. Evens
Deirdre J. Evens, Director
/s/ Thomas W. Furphy
Tom W. Furphy, Director
/s/ Karin M. Klein
Karin M. Klein, Director
/s/ Peter Linneman
Peter Linneman, Director
/s/ David P. O'Connor
David P. O'Connor, Director
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
136
Martin E. Stein, Jr.
Executive Chairman
Lisa Palmer
President and Chief Executive Officer
Dan M. Chandler, III
Executive Vice President, Chief Investment Officer
Executive Officers
Michael J. Mas
Executive Vice President, Chief Financial Officer
James D. Thompson
Executive Vice President, Chief Operating Officer
Martin E. Stein, Jr. (3)
Executive Chairman of the Board
Regency Centers Corporation
Lisa Palmer (3)
President and Chief Executive Officer
Regency Centers Corporation
Joseph F. Azrack (2) (3a)
Principal
Azrack & Company
Bryce Blair (3) (4a)
Chairman
Invitation Homes, Inc.
C. Ronald Blankenship (1) (3) (5)
Director
Civeo Corporation
Board of Directors
Thomas W. Furphy (2) (3)
Chief Executive Officer and Managing Director
Consumer Equity Partners
Karin M. Klein (1) (4)
Founding Partner
Bloomberg Beta
Peter D. Linneman (1) (4)
Principal
Linneman Associates
David P. O'Connor (2) (4)
Managing Partner
High Rise Capital Partners, LLC
Thomas G. Wattles (1a) (3)
Director
Columbia Property Trust
Deirdre J. Evens (1) (2a)
Executive Vice President and General Manager,
Records and Information Management, North America
Iron Mountain, Inc.
(1) Audit Committee
(2) Compensation Committee
(3) Investment Committee
(4) Nominating and Governance Committee
(5) Lead Director
(a) Committee Chair