2021
Annual Report
To Our Fellow Shareholders
What a difference a year makes. A year ago, we were on a path to recovery amid continued
uncertainty. Today, from a position of strength and greater clarity, Regency has pivoted to a focus
on growth. Our progress is a testament to the resiliency of our high quality shopping centers, our
investment discipline, the strength of our balance sheet, and most importantly, the work of our
people.
The retail operating environment feels really close to being back to normal, and our suburban trade
areas continue to benefit from positive migration patterns and flexible work trends. The overwhelming
majority of tenants are healthy and performing well, which, combined with a renewed appreciation
for the power of brick and mortar stores, is driving positive momentum in leasing activity.
We also shifted our capital allocation strategy over the last year from defense to offense. We are
continuing to build our development and redevelopment pipelines; weve been active in acquiring
strong assets as opportunities emerge; and weve taken advantage of strength in the private markets
to prune lower-growth, non-strategic assets from our portfolio. We are intentional in our focus on
investing in high quality grocery-anchored neighborhood and community centers.
Over the long term, we believe we have the ability to drive sustainable Core Operating Earnings and
dividend growth at a pace above 4% resulting in total returns exceeding 8%. But over the next 2 to 3
years, our earnings growth rate has the potential to be further enhanced by occupancy upside, as
well as opportunistic accretive investments.
Finally, leadership in corporate responsibility is a foundational strategy for Regency, and further
advancement remains a key priority in coming years. It is embodied throughout our organization,
ingrained in our corporate culture, and is a part of what makes Regency a special company.
2021 Highlights
Operational Resilience
Investment Activity & Capital Recycling
Executed 8.6M square feet of new leases and
renewals, exceeding historical averages
$307M of value-add development and
redevelopment projects in process at year-end
Grew occupancy to end the year with a same-
property leased rate of 94.3%, driven by strong
leasing and reduced tenant move-outs
Continued to build our pipeline of future
development and redevelopment projects
Completed acquisitions of grocery-anchored
Recovered total NOI back to 2019 levels in 4Q
centers totaling nearly $490M
Improved collections to 99% of base rents in 4Q
Sold close to $280M of non-strategic and lower-
growth assets
Balance Sheet & Liquidity Strength
Extended our $1.25B unsecured credit line to
2025, with full capacity available at year-end
No unsecured debt maturities until 2024
Raised $150M of equity through our ATM on a
forward basis, with $65M unsettled at year-end
Trailing 12-Month Net Debt-to-EBITDA of 5.1x at
year-end remains at the low end of peers
Maintained S&P and Moodys investment grade
credit ratings of BBB+ and Baa1, respectively
Dividend Growth & Free Cash Flow
Generated approximately $175M of free cash
flow after dividend and capex
Raised our quarterly common dividend by 5% in
4Q21 to $0.625 per share, after maintaining our
dividend payout throughout the pandemic
Dividend CAGR (compound annual growth rate)
of 3.6% since 2014
Healthy Operating Environment
Balance Sheet Strength & Liquidity
We started 2021 amid a fog of uncertainty
even as vaccines were on the horizon, a rise in
Covid-19 case levels and continued restrictions
were still limiting many of our tenants ability to
reopen their stores and fully operate. Some may
remember that when we issued initial earnings
guidance for 2021, it came with the unusual
caveat of three separate and distinct potential
macroeconomic scenarios.
But as the year progressed and vaccines rolled
out, the fog gradually lifted. As we anticipated
and had experienced in some markets, the
easing of restrictions was a catalyst for recovery
in foot traffic and accelerated operational
improvement as tenants were allowed to open
and fully operate. Regency ended 2021 with
total NOI in the fourth quarter that matched 2019
levels, a 99% rent collection rate, and progress
toward occupancy recovery.
Today, we are largely back to a normal
operating environment. We feel good about the
financial health of our tenants, many of whom
are reporting positive (sometimes record) sales.
Retailer demand is strong, reflected in robust
leasing activity and improved pricing power
across all regions, store sizes, and categories. As
we continue to recover lost occupancy, there
are opportunities to further upgrade the
merchandise mix at our centers. Were seeing
fewer tenant failures and higher retention rates,
resulting in lower move-out activity.
All of that said, our tenants continue to
experience pressure from inflation, supply chain
issues, and most importantly, labor shortages.
Staffing existing stores and opening new
locations has been more of a challenge for
retailers. We are monitoring these issues closely,
and expect that there could be a marginal
impact on timing of rent commencements. But
so far, these pressures have not yet impacted
demand for space in our centers, and most
tenants have been able to pass higher costs
through to consumers in the trade areas that
we operate.
We are optimistic about the current retail
environment given the positive momentum
throughout the portfolio, the quality and location
of our assets, and the strength of our teams
tenant relationships.
Our strong balance sheet and conservative
leverage provided us with significant optionality
during the uncertainty of the pandemic. Looking
ahead these attributes are integral to the
foundation from which we will continue to grow.
The reliable access to low-cost capital and
flexible funding capabilities that we enjoy today
are the product of a decade of deliberate and
thoughtful capital decisions.
In February, we amended our $1.25 billion
revolving credit facility, extending the maturity
date to March 2025. This execution occurred at
pre-pandemic terms and pricing, despite the
market uncertainty at the time.
In May and June, we raised approximately $150
million on a forward basis under our ATM
program. We settled roughly $85 million in
September, and the balance remains unsettled
as a source of capital for funding needs in 2022.
We also successfully closed over $350 million of
new secured property-level debt during 2021 at
attractive market rates.
We currently have no unsecured debt maturities
until 2024. Trailing 12-Month Net Debt-to-EBITDA
was well within our 5.0-5.5x target range at year-
end, and remains at the low end of the shopping
center REIT peers. Our debt maturity schedule is
well-laddered, and the rating agencies remain
supportive with S&P and Moodys at BBB+ and
Baa1, respectively.
A Track Record of Growing the Dividend
While Maximizing Free Cash Flow
Supported by a low payout ratio pre-pandemic,
a strong balance sheet position and a solid pace
of operational recovery, Regency was one of the
few shopping center REITs to maintain a
consistent quarterly dividend payment
throughout the course of the pandemic.
Additionally, we raised our payout by 5% in the
fourth quarter of 2021. Our dividend CAGR since
2014 is 3.6%.
We generated close to $175 million of free cash
flow last year after the payment of our dividend
and recurring capital expenditures, with a
portion attributable to the collection of revenues
billed during 2020. Looking forward, we expect to
generate free cash flow north of $130 million
annually over the next few years. Our strategy of
balancing dividend growth and accretive
reinvestment of free cash flow supports our long-
standing commitment to growing total
shareholder value over the long term.
Capital Allocation Strategy
As the road to recovery became more visible,
we shifted our capital allocation strategy from
defense to offense. We pushed full steam ahead
on our development and redevelopment
projects and pipeline, and we began to more
proactively source new acquisition opportunities.
Development and Redevelopment
Regency has a long and successful track record
of creating value through both ground-up
development of new centers and the
redevelopment of our existing centers. We also
have a proven ability to do so throughout cycles,
driven in part by the flexibility of our
development platform and our pipeline.
This flexibility enabled us to press the pause
button during the pandemic in 2020, to reassess
and evaluate each project, and to restart the
engine with the projects that best aligned with
our long-term growth objectives.
Weve spent the last year working to rebuild our
pipeline, ending the year with over $300 million of
value-add development and redevelopment
projects in process. And we are confident that
we can return to our historical pace of $150 to
$200 million of annual project completions. We
view our value creation pipeline as the best and
most accretive use of our free cash flow.
Weve been able to maintain our targeted
project yields on our in-process pipeline in spite of
the inflationary pressure on material and labor
costs. That said, we are carefully monitoring
these trends and are adjusting our underwriting
of future projects as appropriate.
Our Approach to Mixed Use
We are often asked about our strategy with
regard to mixed-use assets and developing and
owning non-retail components. Five years ago,
we would have told you that we were leaning
in to mixed-use redevelopment. And we do still
see opportunities to add non-retail uses and
densify our centers. But whats changed in the
last two years is our reduced willingness to
undertake large complicated projects where the
retail component is meaningfully disrupted or
minimized. Our core competency and best risk-
reward proposition is to focus on investing in well-
located, grocery-anchored retail.
We realize that since we own great real estate,
sometimes densification or adding other uses
will increase value. To the extent that a non-
retail project makes sense to pursue, we will
look to partner with experienced operators,
ground lease, or sell the non-retail component
with the goal of extracting and retaining
control over the retail.
Transactions
We were very active in the transaction
markets last year, including both acquisitions
and dispositions.
Acquisitions: Our nearly $490 million of
grocery-anchored shopping center
acquisitions completed during the second
half of the year were driven not only by the
opportunities that emerged, but by our ability
to purchase these assets accretively using a
mix of excess cash flow, disposition proceeds,
and common equity. Our acquisition pipeline
remains active despite greater competition
for deals in the market today, and we will
continue to source opportunities both on-
and off-market that can be purchased and
financed on an accretive basis.
Dispositions: The nearly $280 million of assets
sold in 2021 fell into one or more of the
buckets that have generally characterized
our disposition program: non-strategic, lower-
growth, or non-income-producing.
The private transaction markets for centers we
want to own remain robust. The strength of our
balance sheet and access to capital give us
a competitive advantage in this environment,
as does our broad reach in most of our target
markets to accretively and selectively grow
our portfolio.
Positive Structural Trends in Retail
One of the more notable shifts over the last two
years has been the greater intention and
renewed confidence with which tenants are
leasing space. Grocers, retailers, and service
providers acknowledge the importance of
connecting with customers both physically and
digitally, and can more clearly see and
appreciate the value of the last mile fulfillment
and distribution capabilities that their stores and
our centers offer.
Tenants also continue to place a premium on
best-in-class centers in desirable trade areas,
close to consumers homes. Our high quality,
well-located centers are poised to benefit
from these positive structural trends, serving
the essential needs of our tenants and
our communities.
Suburbanization and WFH: The strong suburban
trade areas in which we operate are even
stronger today, bolstered by pandemic-induced
trends. Micro-migration patterns are driving
greater population growth in the suburbs, while
flexible work trends are keeping people closer to
home, benefitting foot traffic. We view these
trends as long-term tailwinds for our sector.
Curbside Pick-Up and BOPIS: Over the last two
years weve seen tremendous growth in the use
of curbside and in-store pick-up for purchases
made digitally. This trend has become a
permanent part of the fabric of how our tenants
do business post-pandemic as a more
profitable and environmentally-friendly mode of
distribution for our tenants than home delivery. It
also drives foot traffic to our centers. Most of our
parking lots now have dedicated space to
facilitate these transactions with more of our
tenants apportioning space in their stores.
Long-Term Growth Trajectory
Over the long term, we view our primary engine
for stabilized core operating earnings growth as
the organic marking to market of base rents
across our portfolio through both embedded
contractual rent steps and rent increases on re-
leasing space. An additional meaningful layer to
our growth profile is the accretive investment of
free cash flow on a leverage-neutral basis in
development, redevelopment and acquisition
opportunities, together with modest levels of
portfolio pruning and recycling.
Combined, we believe we can drive consistent
and sustainable same property NOI growth of
2.5% to 3.0% annually, while Core Operating
Earnings and dividend growth north of 4% should
generate total returns that exceed 8%.
Occupancy Upside: Beyond our long-term
stabilized growth expectations, we see an
opportunity for outsized NOI and earnings growth
in the next few years as we recover our
occupancy back to historical high levels.
Embodied Corporate Responsibility
We remain acutely focused on advancing our
sector-leading corporate responsibility program.
Its ideals are embodied throughout our company
and are integral to our corporate culture.
We strive to do well while also doing good for
the benefit of all of our stakeholders. Our day-to-
day initiatives are centered around four main
pillars, including: our people, our communities,
governance, and environmental stewardship.
We recognize that strong corporate responsibility
practices will remain a growing priority for our
investors, our partners, our tenants, our
communities, and our employees. Just as we
approach all aspects of our business, we will
continue to improve and evolve best-in-class ESG
practices over time.
Our unwavering commitment is evidenced in the
following initiatives and achievements over the
last year:
Notable Initiatives
ESG performance was introduced by the
Compensation Committee of the Board of
Directors as a compensation metric in the
annual incentive program for our NEOs
Employee Resource Groups were launched
to ensure our people are actively involved in
understanding, achieving and implementing
our Diversity, Equity & Inclusion (DEI) goals
Annual DEI education and training was
enhanced and implemented for all
employees
Regencys new ouRCommunities Program
allowed employees to direct a portion of our
corporate philanthropic donations toward
charitable organizations of their choice that
align with our DEI strategy
A sustainability metric was incorporated into
our amended and extended credit facility
agreement related to targets for reduction in
Scope 1 & 2 greenhouse gas emissions
Our second Climate Change Risk Report was
issued, addressing our climate change
scenario risk and opportunities analysis, which
is aligned with the recommendations of the
Taskforce on Climate-related Financial
Disclosures (TCFD)
Property-level climate risk reports were
introduced into our due diligence process for
all new investments, and we began building
a database of climate risk analyses for all of
our portfolio properties
Regency became a signatory of the
Commercial Real Estate Principles by
Renewable Energy Buyers Alliance (REBA)
Achievements
Regency and our employees donated
roughly $1.4 million in 2021, including close
to $1.0 million to local United Way
organizations in the communities in which
we operate, with 95% participation during
our annual campaign
Further improved Board refreshment and
diversity, ending 2021 with 33% of seats held
by women and ethnically diverse directors
Exceeded our average annual targets for
Scope 1 & 2 greenhouse gas (GHG)
emissions reduction, energy efficiency, and
waste diversion during 2019 and 2020
Rated currently with the highest score of 1
in each of ISSs Governance, Environmental,
and Social QualityScore categories
Earned a GRESB® (Global Real Estate
Sustainability Benchmark) Green Star for the
seventh consecutive year and an A for
public disclosure
Assessed by Sustainalytics as having a low risk
of material impacts from ESG factors, with a
score in the top 10% for REITs
Achieved a BBB ESG Rating from MSCI
Certified as a Green Lease Leader in
sustainable leasing
Included for a 3rd year on Newsweeks Most
Responsible Companies List, ranked top 100
Included in the 2022 Bloomberg Gender
Equality Index
Won three 2021 MAXI Awards from ICSC for
community, experience, and innovation,
highlighting our tenant and community
engagement efforts during the pandemic
Received the Healthiest Companies Award
from the First Coast Workplace Wellness
Council for the 13th consecutive year
(Platinum for the 7th consecutive year) for our
comprehensive employee benefits and
commitment to employee health
Recognized among the Best Places to Work
by the Jacksonville Business Journal
Investing in Our People
Our people and our culture have always
been critical to Regencys success, and we
can never take that for granted. Anytime
there is meaningful change, there is a risk of
disruption. At the same time, this disruption
creates opportunity.
For many of us, the pandemic brought a new
way of working and a new way of thinking about
flexibility and work/life balance. As such, our
approach to bringing our people back to our
more than 20 offices around the country has
been gradual and deliberate.
Throughout the pandemic, weve been
operating under an interim system with
workplace safety as our top priority. This interim
system has continued to evolve from a
precautionary tactic into a commitment to our
people, and the importance we place on
supporting workplace strategies for achieving
personal and professional goals. We aim to
balance our desire to provide added flexibility for
our people with the need to maintain effective
collaboration and continuous improvement as a
team. We are committed to cultivating our
special culture in a flexible work environment,
and understand that this requires greater effort
and intention.
Our people are our greatest asset, and we
wouldnt be where we are today without their
tireless efforts.
We Live Our Core Values
We have lived our values for nearly 60 years by successfully meeting our commitments to our people,
our customers, and our communities. We hold ourselves to that high standard every day. Our
exceptional culture will set us apart into the future through our unending dedication to these beliefs:
We would like to extend our gratitude and appreciation to all of our stakeholders including our
investors, tenants, co-investment partners, service providers and 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
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, 2021
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 managements 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
$10.8 billion
Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporations common stock was 171,372,548 as of February 14, 2022.
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2022 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, 2021, 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
Partnerships capital includes general and limited common Partnership Units (Units). As of December 31, 2021, the Parent
Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third
party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating
Partnerships 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 Companys 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 Companys business. These sources
include the Operating Partnerships 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 Partnerships 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 Partnerships financial statements and outside of stockholders equity in noncontrolling interests
in the Parent Companys 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.
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
Reserved
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosures About Market Risk
8.
9.
9A.
9B.
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
10.
11.
12.
13.
14.
15.
16.
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
20
35
35
35
36
37
53
55
119
119
120
120
120
121
121
121
121
122
128
129
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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 Regencys 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 with 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 and to the extent 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. Our corporate headquarters are located at One Independent Drive,
Suite 114, Jacksonville, Florida. 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 top markets within the United States. We generate revenues by
leasing space to necessity, service, convenience and value retailers serving the essential needs of our communities. Regency has been
an S&P 500 Index member since 2017.
As of December 31, 2021, we had full or partial ownership interests in 405 properties, primarily anchored by market leading grocery
stores, encompassing 51.2 million square feet (SF) of gross leasable area (GLA). Our Pro-rata share of this GLA is 42.6 million
square feet, including our share of the partially owned properties.
We are a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling
demographics. Our mission is to create thriving environments for retailers and service providers to connect with surrounding
neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our
portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class
retailers that connect to their neighborhoods, communities, and customers.
Our values:
We are our people: Our people are our greatest asset, and we believe a talented team from differing backgrounds and
experiences make us better.
We do what is right: We act with unwavering standards of honesty and integrity.
We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by
giving our time and financial support.
We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the
benefit of all our stakeholders.
We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
We are better together: When we listen to each other and our customers, we will succeed together.
Our goals are to:
Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market
leading grocers and primarily located in suburban trade areas in the countrys most desirable metro areas. We expect that this
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strategy will result in 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 create exceptional retail centers
that deliver higher returns as compared to acquisitions;
Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity
to meet our capital needs together with a well-laddered debt maturity profile;
Implement leading environmental, social, and governance practices through our Corporate Responsibility Program;
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of
innovation and continuous improvement; and
Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our
shopping center peers.
Key strategies to achieve our goals are to:
Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center
peers;
Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and
acquisitions in a long term accretive manner;
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;
Pursue best-in-class environmental, social, and governance practices; and
Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of
innovation and continuous improvement.
COVID-19 Update
The COVID-19 pandemic continues to impact our business performance as it relates to occupancy and leasing volumes and how
revenue recognition is impacted by rent collections and tenant credit risk. Rent collection rates since the pandemic began have been
lower than historical pre-pandemic averages, but have steadily increased during 2021 since the low point in the second quarter of
2020. Collection rates may remain lower than historical pre-pandemic averages for the foreseeable future. The ability of tenants to
successfully operate their businesses and pay rent continues to be significantly influenced by pandemic-related challenges such as
rising costs, labor shortages, supply chain constraints, reduced in-store sales, the emergence of new variants of the COVID-19 virus,
effectiveness of vaccines against variants, and the impact of mask and vaccine mandates. We anticipate that the extent to which the
COVID-19 pandemic continues to impact our financial condition, results of operations, and cash flows will continue to depend on the
severity of COVID-19 variants, the effectiveness of vaccines against them, and the ability of our current and prospective tenants to
operate their businesses in the face of these pandemic-related challenges.
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 acquiring existing shopping centers and new development sites.
In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We
believe that our competitive advantages are driven by:
the locations of our shopping centers 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 compelling demographics surrounding our shopping centers;
our relationships with our anchor, shop, and out-parcel tenants;
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our management experience and expertise; and
our ability to develop, redevelop, and acquire shopping centers.
Corporate Responsibility and Human Capital
We presently maintain 22 market offices nationwide, including our corporate headquarters in Jacksonville, Florida, where we conduct
management, leasing, construction, and investment activities. We currently have 432 employees throughout the United States.
Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and
communities while striving to achieve best-in-class corporate responsibility. Executive management, with oversight by our Board of
Directors, embed corporate responsibility in our mission, strategy and objectives. Our focus is 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 mission 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. Our values encourage our people to work together for the
success of our Company and mission. We recognize and value the importance of attracting and retaining talented individuals to
Regencys 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. To achieve this, we provide opportunities for training and
development for each eligible employee, as well as competitive compensation, benefits, and wellness programs. We offer a hybrid
work environment that allows a meaningful level of flexibility for our employees to work in office and remote. Another key element
is our understanding and appreciation of the value of an inclusive and diverse workforce. In 2021, we continued implementing a
comprehensive three-year diversity, equity, and inclusion (DEI) strategy and roadmap, which is focused on four key areas: Talent,
Culture, Marketplace, and Communities, and 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, including the launch of two employee resource groups in 2021.
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. In addition, philanthropy and giving back are
cornerstones of what we do and who Regency is. Charitable contributions are made directly by the Company as well as by the vast
majority of our employees who 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 environmental concerns such as air
pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and
development projects. We believe climate change is a priority for many of our stakeholders and we have increased our efforts to
understand and address the risks that climate change may pose to our business.
We regularly review our corporate responsibility strategies, goals, and objectives with our Board of Directors and its committees,
which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting,
including our annual Corporate Responsibility report, our Task Force on Climate-related Financial Disclosures (TCFD) report and
our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. Additionally,
our most recent EEO-1 survey data can be found on our website, including information related to employee gender and ethnic
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diversity. The content of our website, including these reports and other information contained therein 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.
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. To the extent any environmental issues arise, they most typically stem from the historic
practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of
asbestos in some structures. These 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 impact on our financial
condition.
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, 2021, included the following:
Name
Martin E. Stein, Jr.
Lisa Palmer
Michael J. Mas
James D. Thompson
Age
69
54
46
66
Title
Executive Chairman of the Board of Directors
President and Chief Executive Officer
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Operating Officer
Executive Officer in
Position Shown Since
2020 (1)
2020 (2)
2019 (3)
2019 (4)
(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. 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.
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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 SECs 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), Lake Success, NY. We offer a
dividend reinvestment plan (DRIP) that enables our shareholders to reinvest dividends automatically, as well as to make voluntary
cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (877) 830-4936 or our
Shareholder Relations Department at (904) 598-7000.
The Companys 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, Firm ID 185. Our legal counsel is Foley &
Lardner LLP, Jacksonville, Florida.
Annual Meeting of Shareholders
Our 2022 annual meeting of shareholders is currently expected to be held on Friday, April 29, 2022. 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
Companys annual meeting may be conducted in a virtual-only format to the extent permitted by applicable law.
Non-GAAP Measures
In addition to the required Generally Accepted Accounting Principles (GAAP) presentations, we use 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,
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 managements 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.
Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our
operational results:
Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from
Operations (Nareit FFO) includes certain non-comparable items that affect our period-over-period performance. Core
Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early
extinguishment of debt, (iii) certain non-cash components of earnings derived from above and below market rent
amortization, straight-line rents, and amortization of mark-to-market debt adjustments, and (iv) other amounts as they occur.
We provide reconciliations of both Net income attributable to common stockholders to Nareit FFO and Nareit FFO to Core
Operating Earnings.
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Development Completion is a property in development that is deemed complete upon the earlier 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. 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 Companys 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 Nareits 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.
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 Companys 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.
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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.
Redevelopment Completion is a property in redevelopment that is deemed complete upon the earlier of: (i) 90% of total
estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to
the project, or (ii) the property features at least two years of anchor operations.
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.
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Item 1A. Risk Factors
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering
an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and
submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors
actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be
materially adversely affected.
Risk Factors Related to Pandemics or other Health Crises
Pandemics, such as COVID-19, or other health crises may adversely affect our tenants financial condition, the profitability of
our properties, and our access to the capital markets and could have a material adverse effect on our business, results of
operations, cash flows and financial condition.
During the ongoing COVID-19 pandemic, U.S. federal, state, and local governments have at times mandated or recommended various
actions to reduce or prevent the spread of COVID-19, which continue to directly impact many of our current and prospective tenants.
Although most businesses are currently open, future COVID-19 variants or other pandemics may cause future government ordered
lockdowns or other social distancing measures that significantly reduce customer traffic.
During the height of the pandemic-related lockdowns, certain tenants requested rent concessions or sought to renegotiate future rents
based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In
addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our
ability to collect rent, and could do so again in the future.
Businesses may continue to delay executing leases amidst the immediate and uncertain future economic impacts of the pandemic and
related COVID-19 variants. This, coupled with tenant failures and a reduction in newly-formed businesses, may result in decreased
demand for retail space in our centers, which could result in downward pressure on rents. Additionally, delays in construction of
tenant improvements due to the impacts of the pandemic, or constraints on supply chains and labor, may result in delayed rent
commencement due to it taking longer for new tenants to open and operate.
The full impacts of the pandemic on our future results of operations and overall financial performance remain uncertain. Although the
vast majority of our lease income is derived from contractual rent payments and rent collections have recovered to near pre-pandemic
levels, the ability of certain of our tenants to meet their lease obligations has 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. 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 remain open, will continue to materially impact the overall economy, our retail tenants, and
therefore our results of operations, financial condition and cash flows.
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 COVID-19 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;
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labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the
global supply chain as a result of the ongoing COVID-19 pandemic and inflationary pressures;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior;
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
violent criminal acts, including civil unrest, acts of terrorism, or mass shootings, and natural disasters and other physical and
weather-related damages to our properties, which could alter shopping habits, deter customers from visiting our shopping
centers or result in damage 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
emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of
our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash
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 shopping from home and 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 brick and mortar stores and how they will
compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods,
which have historically been less likely to be purchased online; however, the continuing 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.
Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our
revenues and cash flow.
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our
properties in California and Florida accounted for 28.2% and 22.1%, respectively, of our 2021 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 COVID-19 pandemic, California imposed very stringent
restrictions on re-opening and implemented stringent eviction moratoria, which has made 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;
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experiences a downturn in its business;
shifts its capital allocation away from brick and mortar formats;
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, 2021, tenants occupying less than 10,000 square feet (Shop Space Tenants) represent approximately 64% of our
GLA, with approximately 14% 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.
We may be unable to collect balances due from tenants in bankruptcy.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or
all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to
the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is
likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur
significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases
in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may
not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease
income decreases.
Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area
expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general
economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they
may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently
to fully offset such circumstances, and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows,
operating results and financial performance may be adversely impacted.
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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 investment, redevelopment, and disposition strategies 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.
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;
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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.
When we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique
risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include
space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real
estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to
develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.
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, and/or restaurants located in areas with high barriers to entry and above average household incomes and
population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the
following, any of which may adversely affect our results of operations and cash flows:
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 and other macro-economic events, 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
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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 utilize, and intend to continue to
utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no
assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not
eliminate 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 or
other priorities.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as
well as additional taxes and fees.
While we work with experts in the field to plan for the potential impacts of climate change on our business, we cannot reliably predict
the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our
properties in certain markets, especially those nearer to the coasts, may experience increases in storm 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 we can anticipate all potential material impacts of climate change, or that climate change will not have a material
adverse effect on the value of our properties and our financial performance in the future.
Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather
conditions and climate change.
A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes,
wildfires, sea-level rise due to climate change, and other natural disasters. At December 31, 2021, 21.2% of the GLA of our portfolio
is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally,
22.6% and 7.7% 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 most typically arise from current or former dry cleaners, gas
stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew
of, or was responsible for, the presence of hazardous substances. 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.
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Risk Factors Related to Corporate Matters
An increased focus on metrics and reporting related to environmental, social and governance (ESG) factors, may impose
additional costs and expose us to new risks.
Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment
decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third
parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems and generally
score comparatively well in those in which we do participate, we do not participate in all such systems, and may not score as well in
all of the available ratings systems. Further, the criteria used in these ratings systems may conflict and change frequently, and we
cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems with published
disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is
currently evaluating potential rule making that could impose additional ESG disclosure and other requirements on us. Failure to
participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG
disclosures could result in reputational harm when investors compare us against similar companies in our industry, and could cause
certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.
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. 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 and diverse employees may significantly impact our future
performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive
management team and other key employees or that we will be able to attract and retain other highly qualified individuals for these
positions in the future. Losing any key personnel may have an adverse effect on us.
The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regencys
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 partys 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. Additionally, a successful
ransomware attack, denial of service, or other impactful type of cyber-attack may occur. Although planning, preparation, and
preventative measures are employed, such attacks may be successful and our business may be significantly disrupted if unable to
quickly recover. 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.
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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.
Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market
capitalization rates and lower NOI at our properties which may dilute earnings.
As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those
with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other operating properties,
and 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.
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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 and unsecured line of credit (the Line) contain customary covenants, including compliance with financial
ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational
flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the
breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment
default. Many of our debt arrangements, including our unsecured notes and 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.
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, 2021, 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.
On March 5, 2021, the Financial Conduct Authority (FCA) announced that USD LIBOR will no longer be published after June 30,
2023. This announcement has several implications, including setting the spread that may be used to automatically convert contracts
from LIBOR to the Secured Overnight Financing Rate ("SOFR"). Additionally, as of December 31, 2021, banks are expected to no
longer issue any new LIBOR debt.
We have contracts that are indexed to LIBOR, including our $1.25 billion unsecured revolving credit facility and sixteen mortgages
within our consolidated and unconsolidated portfolios totaling $231.4 million on a Pro-rata basis, as well as interest rate swaps to fix
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these variable cash flows with notional amounts totaling $198.1 million on a Pro-rata basis. These LIBOR based instruments mature
between 2022 and 2030.
Any changes adopted by the 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 adversely 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 interest rate swaps that are indexed to LIBOR and are monitoring and evaluating the related risks. These risks arise in
connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur, and are likely to
vary by contract. The value of loans, securities, or derivative instruments tied to LIBOR, as well as interest rates on our current or
future indebtedness, may also be adversely impacted if LIBOR is limited or discontinued. For some instruments the method of
transitioning to an alternative reference rate may be challenging, especially if we cannot agree with the respective counterparty about
how to make the transition.
While we expect LIBOR to be available in substantially its current form until at least the end of June 30, 2023, it is possible that
LIBOR will become unavailable 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. Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial
products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual
calculations and building a term structure for an alternative rate. The introduction of an alternative rate may create additional basis
risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.
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 investors in, or potential purchasers of, our stock to seek other investments or
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;
17
potential tax law changes relating to 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.
Risk Factors Relating to the Companys Qualification as a REIT
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at
regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that
the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a
REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT
requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis
of various factual matters and circumstances, some of which may not be totally within our control and some of which involve
questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive
sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (IRS) or a
court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to
distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be
subject to U.S. federal income tax on undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any
amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our
ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold
many of our assets through 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), the Parent Company would have to pay significant income taxes,
reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In
addition, we would no longer be required to pay any dividends to stockholders in order to maintain our REIT status. Although we
believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain
qualified as a REIT for tax purposes.
Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain
federal, state, and local taxes on its income and property. For example, if we have net income from prohibited transactions, that
income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily
for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction
depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent
years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS
would not contend otherwise.
New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or
promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or
the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.
18
Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified
dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by C corporations and are taxable at
ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (the TCJA), however, domestic shareholders that are
individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain
dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before
January 1, 2026. The impact of the TCJA could have adverse tax consequences on certain of our investors by effectively increasing
their federal tax rate on dividends paid by REITs. Although these rules do not adversely affect the taxation of REITs or dividends
payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive
than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of
REITs, including the per share trading price of the Parent Company's capital stock.
Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common
stock if we do not qualify as a domestically controlled REIT.
A foreign person 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, the Parent Company will be
a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholders disposition of our
stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to
qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be
subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder
did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.
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
the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our
investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively
affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax
consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other
laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment
in such other entities more attractive relative to an investment in a REIT.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction 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).
Risk Factors Related to the Companys Common Stock
Restrictions on the ownership of the Parent Companys 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.
19
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholders 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.
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):
December 31, 2021
December 31, 2020
Number of
Properties
89
53
25
22
15
14
13
10
9
8
8
7
6
6
4
3
3
2
1
1
1
1
1
302
GLA (in
thousands)
10,771
8,219
3,240
2,127
1,749
1,464
1,096
1,221
857
1,215
898
741
939
1,085
408
314
326
320
228
97
51
279
219
37,864
Percent of
Total
GLA
Percent
Leased
28.4%
21.7%
8.5%
5.6%
4.6%
3.9%
2.9%
3.2%
2.3%
3.2%
2.4%
2.0%
2.5%
2.9%
1.1%
0.8%
0.9%
0.8%
0.6%
0.3%
0.1%
0.7%
0.6%
100.0%
93.7%
93.2%
96.0%
91.1%
92.9%
94.4%
95.8%
96.2%
96.5%
98.3%
95.1%
94.5%
90.8%
94.8%
100.0%
98.3%
97.1%
82.0%
93.2%
74.0%
100.0%
100.0%
98.1%
94.0%
Number of
Properties
90
54
23
21
11
14
13
10
9
8
8
7
6
6
4
3
3
2
1
1
1
1
1
297
GLA (in
thousands)
10,732
8,397
3,047
2,048
1,370
1,457
1,098
897
857
1,211
898
741
941
1,081
408
318
317
334
232
97
51
279
218
37,029
Percent of
Total
GLA
Percent
Leased
29.0%
22.7%
8.2%
5.5%
3.7%
3.9%
3.0%
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%
89.2%
91.7%
95.8%
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%
94.7%
Location
Florida
California
Texas
Georgia
New York
Connecticut
Colorado
North Carolina
Washington
Ohio
Massachusetts
Oregon
Virginia
Illinois
Missouri
Tennessee
Pennsylvania
Maryland
Delaware
Michigan
South Carolina
Indiana
New Jersey
Total
Certain Consolidated Properties are encumbered by mortgage loans of $467.4 million, excluding debt issuance costs and premiums
and discounts, as of December 31, 2021.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $23.17 and $22.90
PSF as of December 31, 2021 and 2020, respectively.
20
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):
December 31, 2020
Percent
of
Total
GLA
December 31, 2021
Location
California
Virginia
Maryland
North Carolina
Florida
Washington
Colorado
Pennsylvania
Texas
Minnesota
New Jersey
Illinois
Indiana
District of Columbia
Connecticut
New York
Oregon
South Carolina
Delaware
Massachusetts
Georgia
Total
Number
of
Properties
18
15
10
8
7
7
6
6
5
5
4
3
2
2
1
1
1
1
1
103
GLA (in
thousands)
2,644
2,082
1,069
1,270
811
874
851
669
691
668
353
575
139
40
186
141
93
80
64
13,300
Percent of
Total GLA
Percent
Leased
19.9%
15.7%
8.0%
9.5%
6.1%
6.6%
6.4%
5.0%
5.2%
5.0%
2.7%
4.3%
1.0%
0.3%
1.4%
1.1%
0.7%
0.6%
0.5%
100.0%
91.9%
93.7%
94.9%
96.1%
97.4%
98.4%
90.8%
84.6%
95.5%
97.5%
92.6%
97.4%
75.8%
91.8%
96.4%
100.0%
100.0%
100.0%
89.7%
93.9%
Number of
Properties
22
15
10
8
9
7
6
6
8
5
4
3
2
2
1
1
1
1
1
1
1
114
GLA (in
thousands)
3,017
2,076
1,066
1,270
945
880
853
669
1,039
665
353
575
139
40
186
141
93
80
64
646
86
14,883
Percent
Leased
91.8%
93.2%
91.9%
93.2%
97.6%
96.4%
89.8%
82.5%
96.2%
98.0%
92.8%
97.5%
68.3%
92.5%
95.8%
100.0%
100.0%
98.5%
89.7%
96.6%
93.8%
93.3%
20.3%
13.9%
7.2%
8.5%
6.4%
5.9%
5.7%
4.5%
7.0%
4.5%
2.4%
3.9%
0.9%
0.3%
1.3%
0.9%
0.6%
0.5%
0.4%
4.3%
0.6%
100.0%
Certain Unconsolidated Properties are encumbered by non-recourse mortgage loans of $1.4 billion, excluding debt issuance costs and
premiums and discounts, as of December 31, 2021.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $22.37 and
$21.84 PSF as of December 31, 2021 and 2020, respectively.
21
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, 2021, based upon a percentage of total annualized base rent (GLA and dollars in
thousands):
Tenant
Publix
Kroger Co.
Albertsons Companies, Inc.
TJX Companies, Inc.
Amazon/Whole Foods
CVS
Ahold/Delhaize
L.A. Fitness Sports Club
Trader Joe's
Ross Dress For Less
JPMorgan Chase Bank
Nordstrom
Gap, Inc
H.E. Butt Grocery Company
Starbucks
Bank of America
Petco Health and Wellness Company, Inc
Wells Fargo Bank
JAB Holding Company
Bed Bath & Beyond Inc.
Kohl's
Best Buy
Walgreens Boots Alliance
Target
Ulta
AT&T, Inc
Dick's Sporting Goods, Inc.
Life Time
T-Mobile
Burlington
Top Tenants
Percent of
Company
Owned
GLA
GLA
Annualized
Base Rent
Percent of
Annualized
Base Rent
Number of
Leased
Stores
2,892
2,991
1,822
1,411
1,095
644
455
487
271
545
128
279
244
482
133
129
278
132
169
341
586
259
234
520
163
110
274
111
107
359
17,651
7.2% $
7.5%
4.6%
3.5%
2.7%
1.6%
1.1%
1.2%
0.7%
1.4%
0.3%
0.7%
0.6%
1.2%
0.3%
0.3%
0.7%
0.3%
0.4%
0.9%
1.5%
0.6%
0.6%
1.3%
0.4%
0.3%
0.7%
0.3%
0.3%
0.9%
44.1% $
31,719
30,332
27,448
23,991
23,659
14,775
11,363
9,685
8,929
8,579
8,088
7,585
7,379
7,319
7,161
7,135
6,924
6,885
6,719
6,155
5,998
5,953
5,700
4,947
4,913
4,887
4,787
4,700
4,531
4,278
312,524
3.4%
3.3%
2.9%
2.6%
2.5%
1.6%
1.2%
1.0%
1.0%
0.9%
0.9%
0.8%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.7%
0.7%
0.6%
0.6%
0.6%
0.5%
0.5%
0.5%
0.5%
0.5%
0.5%
0.5%
33.4%
68
54
45
62
35
56
12
14
27
25
42
8
19
6
87
43
31
47
61
12
7
8
22
5
17
59
4
1
74
9
960
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 tenants Pro-rata share of real estate taxes, insurance, and common
area maintenance (CAM) expenses, and reimbursement for utility costs if not directly metered.
22
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
Lease Expiration
Year
(1)
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Thereafter
Total
262
1,072
1,246
1,173
1,041
1,048
627
364
275
278
375
347
8,108
461
3,408
4,786
5,391
4,869
5,056
3,696
2,421
1,812
1,796
1,473
4,545
39,714
In Place Base
Rent Expiring
Under Leases
11,447
81,169
116,399
122,505
115,413
117,228
83,735
60,732
38,023
43,331
39,189
83,762
912,933
1.2% $
8.6%
12.1%
13.6%
12.3%
12.7%
9.3%
6.1%
4.6%
4.5%
3.7%
11.3%
100.0% $
Percent of
Base Rent
Pro-rata
Expiring
Average
Base Rent
24.84
23.82
24.32
22.72
23.70
23.19
22.66
25.08
20.98
24.13
26.60
18.43
22.99
1.3% $
8.9%
12.8%
13.4%
12.6%
12.8%
9.2%
6.7%
4.2%
4.7%
4.3%
9.1%
100.0% $
(1) Leases currently under month-to-month rent or in process of renewal.
During 2022, we have a total of 1,072 leases expiring, representing 3.4 million square feet of GLA. These expiring leases have an
average base rent of $23.82 PSF. The average base rent of new leases signed during 2021 was $28.91 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.
During 2020, as the long-term economic effects of the pandemic were uncertain, new leasing activity declined as many businesses
delayed executing leases. This trend reversed during 2021 as new and renewal activity increased as the economy began to recover.
Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially
among successful business operators and growing innovative business concepts. However, evolving inflationary challenges could
result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs.
23
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(
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 03, 2022, there were 68,687 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 Corporations
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, 2021.
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, 2021:
Period
October 1, 2021, through
October 31, 2021
November 1, 2021, through
November 30, 2021
December 1, 2021, through
December 31, 2021
Total number
of
shares
purchased (1)
Total number of shares
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)
250
$
68.16
$
$
$
$
$
250,000,000
250,000,000
250,000,000
(1)
(2)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under
Regency's Long-Term Omnibus Plan.
Under the Companys current common share repurchase program 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 current program will expire February 3, 2023. The timing and actual number of shares purchased under the program depend
upon the marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through December 31, 2021,
no shares have been repurchased under this program.
35
The performance graph furnished below shows Regencys 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, 2016. 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.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Regency Centers Corporation, the S&P 500 Index,
the FTSE Nareit Equity REITs Index and the FTSE Nareit Equity Shopping Centers Index
$250
$200
$150
$100
$50
$0
12/16
12/17
12/18
12/19
12/20
12/21
Regency Centers Corporation
S&P 500
FTSE Nareit Equity REITs
FTSE Nareit Equity Shopping Centers
*$100 invested on 12/31/16 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
Copyright© 2022 Standard & Poor's, a division of S&P Global. All rights reserved.
Regency Centers Corporation
S&P 500
FTSE NAREIT Equity REITs
FTSE NAREIT Equity Shopping Centers
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
$
100.00
100.00
100.00
100.00
103.59
121.83
105.23
88.63
91.14
116.49
100.36
75.74
101.55
153.17
126.45
94.70
77.27
181.35
116.34
68.52
132.43
233.41
166.64
113.09
Item 6. [Reserved]
36
Item 7. Managements 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, 2021, we had Net income attributable to common stockholders of $361.4 million, as compared to
$44.9 million during the year ended December 31, 2020, as the impact of reopening following pandemic restrictions brought
significant customer traffic back to our shopping centers. The year ended December 31, 2020, includes the impacts of a $132.1
million Goodwill impairment charge and $117.0 million of uncollectible Lease income, primarily as a result of the COVID-19
pandemic.
During the year ended December 31, 2021:
Our Pro-rata same property NOI, excluding termination fees, grew 16.2%, primarily attributable to collections of previously
reserved rent and improvements in current period collection rates. Although rates continue to remain below pre-pandemic
levels, they have improved to 99% for the three months ended December 31, 2021, as of February 7, 2022.
We executed 1,979 new and renewal leasing transactions representing 7.0 million Pro-rata SF with positive trailing twelve
month rent spreads of 5.5% during 2021, as compared to 1,511 leasing transactions representing 5.8 million Pro-rata SF with
positive trailing twelve month rent spreads of 2.2% in 2020. Rent spreads are calculated on all executed leasing transactions
for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At December 31, 2021, our total property portfolio was 94.1% leased while our same property portfolio was 94.3% leased, as
compared to 92.3% leased and 92.9% leased, respectively, at December 31, 2020.
We continued our development and redevelopment of high quality shopping centers:
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $307.3 million
as compared to $319.3 million at December 31, 2020.
Development and redevelopment projects completed during 2021 represent $67.6 million of estimated net project costs
with an average stabilized yield of 9.0%.
We maintained a conservative balance sheet providing liquidity and financial flexibility to cost effectively fund investment
opportunities and debt maturities:
On January 15, 2021, we repaid our $265 million Term Loan, leaving us with no unsecured debt maturities until 2024.
On February 9, 2021, we entered into an Amended and Restated Credit Agreement, which among other items, i) maintains
our previous level of borrowing capacity of $1.25 billion, ii) includes a $125 million sublimit for swingline loans and $50
million available for issuance of letters of credit, iii) extends the maturity date to March 23, 2025, and iv) provides for two
six-month extension options. The existing financial covenants under the Line remained unchanged. As of December 31,
2021, our borrowing capacity under the Line was $1.2 billion, with no borrowings outstanding.
During May and June 2021, we entered into forward sale agreements under our ATM program through which we can issue
2,316,760 shares of our common stock at an average offering price of $64.59 before underwriting discount and offering
expenses.
o During September 2021, we settled and issued 1,332,142 shares under such forward sale agreements at a weighted
average price of $63.71, before underwriting discounts and offering expenses. Net proceeds received at settlement
were approximately $82.5 million, which were used to fund the acquisition of USAA's partnership interest in a
seven property portfolio.
o
The remaining unsettled shares under the forward sale agreements must be settled within one year of their trade
dates, which range from June 6, 2022 to June 11, 2022. Proceeds from the remaining issuance of shares are expected
to be approximately $65 million before underwriting discounts and offering expenses and will be used to fund new
investments which may include acquisitions of operating properties, developments and redevelopments, or for
general corporate purposes.
37
At December 31, 2021, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing twelve month basis was 5.1x as
compared to 6.0x at December 31, 2020.
Leasing Activity and Significant Tenants
We believe our high-quality, grocery anchored shopping centers located in suburban trade areas with compelling demographics create
attractive spaces for retail and service providers to operate their businesses.
Pro-rata Percent Leased
The following table summarizes Pro-rata percent leased of our combined Consolidated and Unconsolidated shopping center portfolio:
Percent Leased All properties
Anchor space
Shop space
December 31, 2021
December 31, 2020
94.1%
97.0%
89.2%
92.3%
95.1%
87.5%
Our percent leased in both the Anchor and Shop space categories increased primarily due to leasing activity during 2021. This resulted
from greater demand for space and confidence among existing tenants as their businesses recovered from the initial impacts of the
pandemic in 2020, during which we experienced greater tenant closures and bankruptcies.
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, 2021
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work PSF
Leasing
Commissions
PSF
25
124
149
573
1,257
1,830
1,979
667
2,941
3,608
1,022
2,324
3,346
6,954
$
$
$
$
$
20.10
15.34
16.22
34.38
34.31
34.33
24.93
$
$
$
$
$
Year Ended December 31, 2020
44.50
0.56
8.68
28.77
1.62
9.92
9.28
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work 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
$
$
$
$
$
28.45
0.38
4.14
30.68
1.58
8.74
6.11
$
$
$
$
$
$
$
$
$
$
6.18
0.21
1.31
10.87
0.79
3.87
2.54
Leasing
Commissions
PSF
4.67
0.25
0.84
9.30
0.54
2.69
1.63
The weighted average base rent per square foot on signed shop space leases during 2021 was $34.33 PSF, which is higher than the
weighted average annual base rent per square foot of all shop space leases due to expire during the next 12 months of $32.93 PSF.
New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 5.5% for the twelve months
ended December 31, 2021, as compared to 2.2% for the twelve months ended December 31, 2020.
38
While new and renewal rent spreads were positive during 2021, a worsening of the current economic environment could suppress
demand for space in our centers which may result in pricing pressure on rents. Further, we could see higher rates for tenant build outs
as costs of materials are increasing as labor and supply availability are decreasing.
Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification as seen in our Properties tables in Item 2. We
avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table
summarizes our most significant tenants, of which four of the top five are grocers:
Anchor
Publix
Kroger Co.
Albertsons Companies, Inc.
TJX Companies, Inc.
Amazon/Whole Foods
(1)
December 31, 2021
Percentage of
Company-
owned GLA (1)
Percentage of
Annualized
Base Rent (1)
Number of
Stores
68
54
45
62
35
7.2%
7.5%
4.6%
3.5%
2.7%
3.4%
3.3%
2.9%
2.6%
2.5%
Includes Regency's Pro-rata share of Unconsolidated Properties and excludes those owned by
anchors.
Bankruptcies and Credit Concerns
The impact of bankruptcies may increase significantly if tenants occupying our centers are unable to recover as a result of the
continuing challenges from the COVID-19 pandemic, which could materially adversely impact Lease income. During 2021, the
number of tenants filing for bankruptcy declined compared to 2020 with a number of tenants emerging from bankruptcy after
reorganization. However, the potential severity of future variants of COVID-19, the challenges of operating with mask and vaccine
mandates, combined with the impacts of inflation, labor shortages, and supply chain disruptions may adversely impact our tenants.
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 re-lease 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.
Our management team devotes significant time to researching and monitoring retail trends, consumer preferences, customer shopping
behaviors, changes in retail delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges
and opportunities impacting the retail industry. As the economy recovers from the effects of the ongoing pandemic, our tenants may
be adversely impacted by challenges such as rising costs, labor shortages, supply chain constraints, and reduced in-store sales, which
could 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 suburban trade areas with compelling demographic populations benefitting from high
levels of disposal income.
The COVID-19 pandemic resulted in many tenants requesting concessions from rent obligations, particularly during 2020, primarily
in the form of deferrals and, to a lesser extent, abatements and requests to negotiate future rents. See note 1 to the Consolidated
Financial Statements for further information on deferrals. There can be no assurances that all such deferred rent will ultimately be
collected, or collected within the timeframes agreed upon. Whether vaccination rates will continue to rise, whether state and local
authorities impose new mandated closures or capacity restrictions, and whether current vaccines prove to be effective against variants
of the COVID-19 virus will influence the success of our tenants and their ability to pay us rent.
39
Results from Operations
Although inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers,
inflation has recently increased in the United States. While the United States economy continues to recover from the effects of the
COVID-19 pandemic, ongoing changes in economic conditions such as labor shortages, employee retention costs, increased material
and shipping costs, and supply chain constraints have spurred a rise in wages and increased operating costs and challenges for our
tenants and us.
Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our operating
centers by requiring tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes,
insurance and utilities. Over half of our leases are for terms of less than ten years, primarily within Shop space, which permits us to
seek increased rents upon re-rental at market rates. However, our ability to pass through increases in our operating expenses to our
tenants is dependent on the tenants' ability to absorb and pay these increases. Additionally, increases in operating expenses passed
through to our tenants, without a corresponding increase in our tenants' profitability, may place pressure on our ability to grow base
rent as tenants look to manage their total occupancy costs.
Comparison of the years ended December 31, 2021 and 2020:
Our revenues changed as summarized in the following table:
(in thousands)
Lease income
Other property income
Management, transaction, and other fees
Total revenues
2021
$ 1,113,368
12,456
40,337
$ 1,166,161
2020
980,166
9,508
26,501
1,016,175
Change
133,202
2,948
13,836
149,986
Lease income increased $133.2 million, driven by the following contractually billable components of rent to the tenants per the lease
agreements:
$105.9 million increase from favorable changes in Uncollectible lease income.
During 2021, Uncollectible lease income was a net positive $23.5 million driven by $42.0 million collection of prior
year reserves on cash basis tenants partially offset by $18.5 million reserve recognition on current year billings.
During 2020, Uncollectible lease income was a net charge of $82.4 million driven by reserves recognized on cash
basis tenants due to lower cash collections during the pandemic.
While we expect collections to remain below pre-pandemic levels over the next year, we continue to experience
improvements in our collection rates. Approximately 99% of the base rent billed for the three months ended
December 31, 2021, has been collected through February 7, 2022.
$37.1 million increase in straight-line rent from less uncollectible straight-line rent in 2021 due to fewer new cash basis
tenants identified as compared to 2020 as well as re-establishing $11.4 million in straight-line rent receivable related to
certain tenants converting back to accrual basis as we consider collections from them to be probable.
$11.7 million increase from contractual Recoveries from tenants, which represents the tenants' pro-rata share of the
operating, maintenance, insurance and real estate tax expenses that we incur to operate our shopping centers. Recoveries
from tenants increased, on a net basis, primarily from the following:
$12.6 million net increase from same properties due to higher operating costs in the current year and greater
recovery of those expenses from tenants; and
$1.2 million increase from rent commencing at development properties and acquisitions of operating properties;
offset by
$2.1 million decrease from the sale of operating properties.
$2.1 million increase in Other lease income primarily from an increase in termination and easement fees, temporary
tenants, and income from electric vehicle charging stations.
$438,000 increase in Percentage rent due to improved tenant sales as pandemic restrictions eased.
$17.7 million decrease in Above and below market rent primarily from same properties driven by 2020 tenant move-outs
and the timing of lease term modifications.
40
$6.3 million decrease from billable Base rent, as follows:
$8.9 million decrease from the sale of operating properties; offset by
$1.1 million increase from acquisitions of operating properties;
$945,000 increase from rent commencing at development properties; and
$476,000 net increase from same properties, particularly from a $5.4 million increase related to our consolidation of
the seven properties previously held in the USAA partnership, offset by a $4.9 million net decrease in the remaining
same properties due to loss of rents from tenant move-outs and deferral agreements that required lease modification
treatment.
Other property income increased $2.9 million primarily due to an increase in settlements.
Management, transaction and other fees increased $13.8 million from promote income recognized for exceeding return thresholds for
our performance as managing member of the USAA partnership.
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
2021
303,331
184,553
78,218
142,129
5,751
713,982
$
$
2020
345,900
170,073
75,001
143,004
12,642
746,620
Change
(42,569)
14,480
3,217
(875)
(6,891)
(32,638)
Depreciation and amortization costs changed as follows:
$40.8 million decrease primarily attributable to:
$13.0 million decrease related to various acquired lease intangibles becoming fully amortized;
$13.6 million decrease related to higher early tenant move-outs recognized in 2020; and
$14.2 million decrease primarily attributable to higher depreciation in 2020 related to development and
redevelopment projects;
$2.6 million decrease from the sale of operating properties; offset by
$847,000 increase from acquisitions of operating properties and corporate assets.
Operating and maintenance costs increased, on a net basis, as follows:
$2.5 million net increase from acquisitions of operating properties and development properties; and
$12.5 million net increase from same properties primarily attributable to higher insurance premiums, utility costs and
general property maintenance as our centers return to normal operating levels; offset by
$518,000 decrease from the sale of operating properties.
General and administrative costs increased, on a net basis, as follows:
$4.0 million net increase in compensation costs primarily driven by performance based incentives; offset by
$1.0 million decrease due to higher development overhead capitalization based on the status and progress of development
and redevelopment projects during the year.
We expect travel and entertainment costs to increase as we return to more normal operations. Additionally, we may
continue to see increases in compensation costs and general corporate overhead due to inflation, labor shortages and the
related cost of retaining our employee base.
41
Other operating expenses decreased $6.9 million primarily due to lower development pursuit costs.
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
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
Total other expense (income)
2021
2020
Change
$
$
147,439
2,119
(4,202)
438
(624)
145,170
84,389
(91,119)
(5,463)
132,977
148,371
9,933
(4,355)
4,329
(1,600)
156,678
132,128
18,536
(67,465)
21,837
(5,307)
256,407
(932)
(7,814)
153
(3,891)
976
(11,508)
(132,128)
65,853
(23,654)
(21,837)
(156)
(123,430)
The $11.5 million net decrease in total interest expense is primarily due to:
$7.8 million decrease in Interest on unsecured credit facilities primarily related to the January 2021 repayment of the $265
million term loan and a lower average outstanding balance on the Line;
$932,000 net decrease in Interest on notes payable from the payoff of $300 million of senior unsecured notes in
September 2020 together with the repayment of several mortgages, offset by the issuance of $600 million of senior
unsecured notes in May 2020; and
$3.9 million decrease in Hedge expense as previously settled swaps hedging our ten-year notes fully amortized in 2020.
During the year ended December 31, 2020, we recognized $132.1 million of Goodwill impairment due to the significant adverse
market and economic impacts of the COVID-19 pandemic.
During 2021, we recognized $84.4 million of impairment losses resulting from the impairment of two operating properties. During
2020, we recognized $18.5 million of impairment losses resulting from the impairment of two operating properties and one land
parcel.
During 2021, we recognized gains of $91.1 million from the sale of five land parcels and six operating properties. During 2020, we
recognized gains of $67.5 million from the sale of ten land parcels, five operating properties, and receipt of property insurance
proceeds.
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.
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)
Columbia Village District, LLC
RegCal, LLC (RegCal)
US Regency Retail I, LLC (USAA) (1)
Other investments in real estate partnerships
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
2021
2020
Change
$
$
34,655
315
1,976
10,987
1,522
2,058
631
(5,058)
47,086
$
$
25,425
488
1,030
1,045
757
1,296
790
3,338
34,169
9,230
(173)
946
9,942
765
762
(159)
(8,396)
12,917
(1) We acquired our partners 80% interest in the seven properties held in the USAA partnership on August 1, 2021; therefore
results following the date of acquisition are included in consolidated results.
42
The $12.9 million increase in our Equity in income of investments in real estate partnerships is largely attributable to favorable
uncollectible lease income along with re-instating straight-line rent on certain tenants returning to accrual basis during the year,
including the following:
$9.2 million increase within GRIR primarily due to continued improvement in tenant rent collections; and
$9.9 million increase within Columbia II primarily due to an $8.9 million pro-rata gain on sale of one operating property;
offset by
$8.4 million decrease within Other investments in real estate partnerships from a $9.2 million impairment of a single
property partnership, which sold in August, offset by continued improvement in tenant rent collections at the remaining
partnerships' properties.
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
Net income attributable to exchangeable operating partnership
units
Net income attributable to common unit holders
2021
2020
Change
$
$
$
366,288
(4,877)
361,411
1,615
363,026
47,317
(2,428)
44,889
203
45,092
318,971
(2,449)
316,522
1,412
317,934
Comparison of the years ended December 31, 2020 and 2019:
For a comparison of our results from operations for the years ended December 31, 2020 and 2019, see Part II, Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on February 17, 2021.
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 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 managements 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.
43
Pro-rata Same Property NOI:
Our Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
(in thousands)
Real estate revenues:
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
Real estate operating expenses:
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
2021
2020
Change
$
$
$
856,993
290,481
7,715
6,446
25,684
11,584
9,873
1,208,776
188,834
158,940
11,829
359,603
849,173
6,446
842,727
860,805
277,389
7,144
7,775
(91,015)
9,982
6,729
1,078,809
175,299
25
158,413
11,964
345,701
733,108
7,750
725,358
(3,812)
13,092
571
(1,329)
116,699
1,602
3,144
129,967
13,535
(25)
527
(135)
13,902
116,065
(1,304)
117,369
16.2%
(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 $3.8 million due to loss of rents from bankruptcies and other tenant move-outs which were
partially offset by contractual rent increases.
Recoveries from tenants increased $13.1 million due to higher operating costs in the current year and greater recovery of
those expenses from tenants.
Termination fees decreased $1.3 million primarily due to strategic changes in anchor merchandising mix during 2020.
Uncollectible lease income decreased $116.7 million primarily driven by the collection of previously reserved amounts
and improvements in current period collection rates.
Other lease income increased $1.6 million primarily due to increases in easement fees earned, rent from temporary
tenants, and income from electric vehicle charging stations.
Other property income increased $3.1 million primarily due to an increase in settlements.
Operating and maintenance increased $13.5 million primarily due to increases in insurance costs and increases in utility
costs and general property maintenance as our centers return to normal operating levels.
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.
2021
Property
Count
393
2
6
(8)
393
GLA
40,228
924
683
(420)
(121)
41,294
2020
Property
Count
396
5
3
(8)
(3)
393
GLA
40,525
315
553
(677)
(43)
(445)
40,228
44
Nareit FFO and Core Operating Earnings:
Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as
follows:
(in thousands, except share information)
Reconciliation of Net income to Nareit FFO
Net income attributable to common stockholders
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
Goodwill impairment
Provision for impairment of real estate
Gain on sale of real estate
Exchangeable operating partnership units
Nareit FFO attributable to common stock and unit holders
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Early extinguishment of debt
Promote income
Certain Non Cash Items
Straight line rent
Uncollectible straight line rent
Above/below market rent amortization, net
Debt premium/discount amortization
Core Operating Earnings
2021
2020
$
361,411
44,889
330,364
95,815
(100,499)
1,615
688,706
$
375,865
132,128
18,778
(69,879)
203
501,984
688,706
501,984
(13,589)
(13,534)
(5,965)
(23,889)
(565)
631,164
$
22,043
(15,605)
39,255
(41,293)
(1,233)
505,151
$
$
(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
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
$
$
2021
2020
361,411
40,337
46,860
303,331
78,218
5,751
132,977
53,119
4,877
852,487
(3,314)
849,173
$
44,889
26,501
25,912
345,900
75,001
12,642
256,407
59,726
2,428
744,580
(11,472)
733,108
(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.
45
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our
development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of
our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the
commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership 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.
We continually assess our available liquidity and our expected cash uses, which includes monitoring our tenant rent collections. Our
rent collection experience during the pandemic has been lower than historical pre-pandemic averages, but has substantially improved
during 2021 as compared to its low in the second quarter of 2020. During the three months ended December 31, 2021, billed base rent
collections were 99% as of February 7, 2022. Although having improved significantly, collection rates are expected to remain lower
than historical pre-pandemic averages for the next twelve months.
The success of our tenants and their ability to pay rent continues to be significantly influenced by many challenges including rising
costs, labor shortages, supply chain constraints, reduced sales, store closures, capacity restrictions, and on-going variants of COVID-
19.
We draw on multiple financing sources to fund our long-term capital needs, including the capital requirements of our in process and
planned developments, redevelopments, capital expenditures, and the repayment of debt. We expect to meet these needs by using a
combination of the following: cash flow from operations after funding our dividend, proceeds from the sale of real estate, mortgage
loan and unsecured bank financing, distributions received from our co-investment partnerships, and when the capital markets are
favorable, proceeds from the sale of equity or the issuance of new unsecured debt. We continually evaluate alternative financing
options, and we believe we can obtain financing on reasonable terms.
We have no unsecured debt maturities until 2024 and a manageable level of secured mortgage maturities during the next 12 months,
including those mortgages within our real estate partnerships. Based upon our available cash balance, sources of capital, our current
credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are
sufficient to meet our expected capital needs for the next year.
In addition to our $93.1 million of unrestricted cash, 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 (1)
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount
Available capacity (2)
Maturity (3)
(1)
December 31, 2021
$
$
$
$
500,000
350,363
1,250,000
1,240,619
March 23, 2025
During May and June 2021, we entered into forward sales agreements with respect to 2,316,760 shares that were
executed in several tranches at a weighted average offering price of $64.59 per share before any underwriting
discount and offering expenses. During September 2021, we settled 1,332,142 of the shares subject to forward
sales agreements, receiving proceeds of $82.5 million. The remaining shares subject to forward sales
agreements must be settled within approximately one year of their trade dates, which vary by agreement, and
range from June 6, 2022 through June 11, 2022, and are expected to result in net proceeds of approximately $65
million.
Net of letters of credit.
The Company has the option to extend the maturity for two additional six-month periods.
(2)
(3)
The declaration of dividends is determined quarterly by our Board of Directors. On February 9, 2022, our Board of Directors declared
a common stock dividend of $0.625 per share, payable on April 5, 2022, to shareholders of record as of March 15, 2022. 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
46
the years ended December 31, 2021 and 2020, we generated cash flow from operations of $659.4 million and $499.1 million,
respectively, and paid $404.9 million and $301.9 million in dividends to our common stock and unit holders, respectively.
We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential
projects for future development or redevelopment. After funding our common stock dividend payment in January 2022, we estimate
that we will require capital during the next twelve months of approximately $368.5 million. This required capital includes funding
construction and related costs for leasing commissions and committed tenant improvements and in-process developments and
redevelopments, making capital contributions to our co-investment partnerships, and repaying maturing debt.
If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future
dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash
requirements will decrease. We 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 of December 31, 2021, 89.4% of our wholly-owned real
estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain availability
on the Line. Our trailing twelve month Fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.5x and
3.6x for the periods ended December 31, 2021 and 2020, respectively, and our Pro-rata net debt-to-operating EBITDAre ratio on a
trailing twelve month basis was 5.1x and 6.0x, respectively, for the same periods.
Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the
Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2021, 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 (decrease) increase in cash, cash equivalents, and restricted cash
Total cash, cash equivalents, and restricted cash
2021
659,388
(286,352)
(656,459)
(283,423)
95,027
$
$
$
2020
499,118
(25,641)
(210,589)
262,888
378,450
Change
160,270
(260,711)
(445,870)
(546,311)
(283,423)
Net cash provided by operating activities:
Net cash provided by operating activities increased by $160.3 million due to:
$162.8 million increase in cash flows from higher rent collections on current and prior year rent billings, including
collections of deferred rents, partially offset by,
$2.5 million decrease from cash paid in 2021 to settle interest rate swaps on our term loan which was repaid in January 2021.
Net cash used in investing activities:
Net cash used in investing activities changed by $260.7 million as follows:
(in thousands)
Cash flows from investing activities:
2021
2020
Change
Acquisition of operating real estate, net of cash acquired of $2,991
in 2021
Real estate development and capital improvements
Proceeds from sale of real estate
Proceeds from property insurance casualty claims
Issuance of notes receivable, net
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
$
$
(392,051)
(177,631)
206,193
(20)
(23,476)
99,945
813
(23,971)
23,846
(286,352)
(16,767)
(180,804)
189,444
7,957
(1,340)
(51,440)
32,125
353
(25,155)
19,986
(25,641)
(375,284)
3,173
16,749
(7,957)
1,320
27,964
67,820
460
1,184
3,860
(260,711)
47
Significant changes in investing activities include:
We paid $392.1 million to purchase twelve operating properties during 2021, including seven properties in which we
previously held a 20% interest. We paid $16.8 million for the acquisition of one property during 2020.
We invested $3.2 million less in 2021 than 2020 in real estate development, redevelopment, and capital improvements, as
further detailed in the tables below.
We received proceeds of $206.2 million from the sale of seven shopping centers and five land parcels in 2021, compared to
$189.4 million for six shopping centers and eleven land parcels in 2020.
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 invested $23.5 million in our real estate partnerships during 2021, including:
o
o
$18.7 million to fund our share of debt refinancing activities,
$4.8 million to fund our share of development and redevelopment activities.
During the same period in 2020, we invested $51.4 million in our real estate partnerships, including:
o
o
o
$19.6 million to fund our share of development and redevelopment activities,
$16.0 million to fund our share of acquiring an additional equity interest in one partnership, and
$15.8 million to fund our share of debt refinancing activities.
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds. The
$99.9 million received in 2021 is our share of proceeds from debt refinancing activities and the sale of four operating
properties and one land parcel. During the same period in 2020, we received $32.1 million from the sale of two 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. During 2021, we deployed capital of
$177.6 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:
(in thousands)
Capital expenditures:
Land acquisitions
Building and tenant improvements
Redevelopment costs
Development costs
Capitalized interest
Capitalized direct compensation
Real estate development and capital improvements
2021
2020
Change
$
$
11,820
53,752
78,056
19,426
4,085
10,492
177,631
46,902
98,177
20,155
3,762
11,808
180,804
11,820
6,850
(20,121)
(729)
323
(1,316)
(3,173)
Land acquisitions increased $11.8 million primarily driven by the purchase of land formerly held under ground leases at two
of our existing centers.
Building and tenant improvements increased $6.9 million during the year ended December 31, 2021, primarily related to the
timing of capital projects.
Redevelopment expenditures were lower during 2021 due to the timing and magnitude of projects in process. 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 remained consistent based on the timing and magnitude of our development projects currently in
process. See the tables below for more details about our development projects.
48
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 twelve 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. We
currently expect that our development and redevelopment activities will approximate our recent historical averages, although
the amount of activity will vary by type. Reduction in the level of future development activity could adversely impact results
of operations by reducing the amount of internal costs for development or redevelopment activity without a corresponding
reduction in compensation costs.
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Property Name
Market
Ownership
December 31, 2021
Estimated
Stabilization
Year (1)
Start
Date
Estimated /
Actual Net
Development
Costs (2) (3)
Center
GLA (3)
Cost PSF
of GLA (2)
(3)
% of Costs
Incurred
Developments In-Process
Carytown Exchange - Phase I
& II
East San Marco
Developments Completed
Baybrook East 1A (4)
(1)
Richmond, VA
Jacksonville,
FL
64%
Q4-18
2023
$
29,174
74 $
100%
Q4-20
2024
19,519
59
394
331
73%
59%
Houston, TX
50%
Q4-20
2022
$
2,300
55 $
42
(2)
(3)
(4)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
Includes leasing costs and is net of tenant reimbursements.
Estimated Net Development Costs and GLA reported based on Regencys ownership interest in the partnership at completion.
Estimated Net Development Costs for Baybrook East 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. This property is included in our
Investments in real estate partnerships.
The following table summarizes our redevelopment projects in-process and completed:
(in thousands)
Property Name
Market
Ownership
December 31, 2021
Start
Date
Estimated
Stabilization
Year (1)
Estimated
Incremental
Project Costs
(2) (3)
Center
GLA (3)
% of Costs
Incurred
Redevelopments In-Process
The Crossing Clarendon
The Abbot
Sheridan Plaza
Preston Oaks
Serramonte Center
Westbard Square Phase I
Various Properties
Metro, DC
Boston, MA
Hollywood, FL
Dallas, TX
San Francisco, CA
Bethesda, MD
Various
100%
100%
100%
100%
100%
100%
100%
Q4-18
Q2-19
Q3-19
Q4-20
Q4-20
Q2-21
Various
$
2024
2023
2022
2023
2026
2025
Various
57,374
58,217
12,115
22,327
55,000
37,038
16,542
129
65
507
103
1,073
123
1,025
63%
71%
85%
66%
53%
18%
55%
Redevelopments Completed
Bloomingdale Square
Point 50
West Bird Plaza
Various Properties
(1) Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Q3-18
Q4-18
Q4-19
40%-100% Various
Tampa, FL
Metro, DC
Miami, FL
Various
2022
2023
2022
Various
21,327
17,354
10,338
16,270
100%
100%
100%
Includes leasing costs and is net of tenant reimbursements.
$
(3) Estimated Net Development Costs and GLA reported based on Regencys ownership interest in the partnership at completion.
49
Despite management's planning and mitigations, including fixed construction contracts, contingencies in underwriting, and other
planning efforts, inflation could have an effect on our construction costs necessary to complete our development and redevelopment
projects. Additionally, labor shortages and supply chain issues could extend the time to completion.
Net cash used in financing activities:
Net cash flows used in financing activities changed during 2021, as follows:
(in thousands)
Cash flows from financing activities:
2021
2020
Change
Net proceeds from common stock issuances
Repurchase of common shares in conjunction with equity award
plans
Distributions to limited partners in consolidated partnerships, net
Dividend payments and operating partnership distributions
Repayments of 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
$
82,510
125,608
(43,098)
(4,083)
(4,345)
(404,900)
(265,000)
(53,269)
(7,468)
96
(656,459)
$
(5,512)
(2,770)
(301,903)
(220,000)
598,830
(400,048)
(5,063)
269
(210,589)
1,429
(1,575)
(102,997)
(45,000)
(598,830)
346,779
(2,405)
(173)
(445,870)
Significant financing activities during the years ended December 31, 2021 and 2020 include the following:
We received proceeds of $82.5 million, net of costs, in 2021, upon partially settling our forward equity sales
under our ATM program entered into during May and June 2021. We received proceeds of $125.6 million, net of costs, in
2020 upon settling our forward equity sales under our ATM program.
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 $4.1 million and $5.5 million during the years ended December 31,
2021 and 2020, respectively.
We paid $103.0 million more in dividends during 2021 compared to 2020 primarily as a result of shifting our fourth quarter
2020 dividend payment date to January 2021 and an increase in common stock shares outstanding from partially settling our
forward equity sales.
We had the following debt related activity during 2021:
o We paid $265 million to repay our outstanding term loan, and
o We paid $53.3 million for secured debt payments, including:
$42.0 million to repay four mortgages; and
$11.3 million in principal mortgage payments.
o We paid $7.5 million of loan costs in connection with the renewal of our Line.
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.
50
Contractual Obligations
We have contractual obligations at December 31, 2021, which are discussed in our notes to Consolidated Financial Statements and
include:
Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as
discussed in note 10;
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. These lease obligations are discussed in note 7;
Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
Letters of credit of $9.4 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;
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; and
We will also incur obligations related to construction or development contracts on projects in process; however, future
amounts under these construction contracts are not due until future satisfactory performance under the contracts.
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.
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 Companys 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 Companys 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. 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.
51
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 events or changes in circumstances,
including property operating performance, general market conditions or changes in expected hold periods, that indicate that the
carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable.
If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are
directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions,
including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable
sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key
assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon
ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an
impairment loss is recognized equal to the excess of carrying value over the estimated fair value.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data
if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.
The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate.
Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the
estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales
information. Changes in our disposition strategy or changes in the marketplace may alter the expected hold period of an asset or asset
group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating
performance.
Recent Accounting Pronouncements
See Note 1 to Consolidated Financial Statements.
Environmental Matters
We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining primarily to specific
chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older
shopping centers. We believe that the 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 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, 2021, we had accrued liabilities of $9.0 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
52
tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental
laws and regulations or their interpretation will not result in additional environmental liability to us.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We 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, 2021 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, in light of
our credit ratings, the capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we
own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt
obligations. 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, 2021. 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, 2021, 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 $50,000 per year based on $5.0 million of floating rate mortgage debt outstanding at December 31, 2021. 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, 2021, 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, 2021.
2023
69,071
2024
345,591
2022
$ 17,237
(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)
%
1.59%
(1) Reflects amount of debt maturities during each of the years presented as of December 31, 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
Thereafter
2,719,895
Fair Value
4,098,533
Total
3,737,448
2025
293,732
2026
291,922
3.84%
3.82%
3.83%
3.84%
3.83%
3.84%
1.59%
5,000
5,000
5,000
%
%
%
$
(LIBOR), as of December 31, 2021, was used to determine the average rate for all future periods.
53
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54
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, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Equity for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Capital for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2021
56
63
64
65
66
68
71
72
73
74
76
78
110
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.
55
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, 2021 and 2020, 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, 2021, 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,
2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2021, 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 Companys internal control over financial reporting as of December 31, 2021, 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, 2022 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial
reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Evaluation of real estate properties for impairment
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.3 billion as of December 31, 2021. The Company evaluates real estate
properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or
changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable. To the extent
that the carrying value of a real estate property is determined not to be recoverable based on an undiscounted cash flow
analysis, an impairment loss is recognized equal to the excess of carrying value over the propertys estimated fair value. Fair
value of real estate properties is estimated by using a comparable sales approach or a discounted cash flow approach. As
discussed in Note 11 to the consolidated financial statements, the Company recognized an impairment loss of $84.3 million
for the year ended December 31, 2021 associated with Potrero shopping centers (200 Potrero and Potrero Center).
We identified the evaluation of certain real estate properties for impairment as a critical audit matter. Subjective auditor
judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate whether
56
the carrying value of certain real estate properties may not be recoverable, specifically a shortening of the expected holding
period. In addition, subjective auditor judgment was required to evaluate the discounted cash flow analysis used by the
Company to estimate the fair value of Potrero Center. The significant assumptions used to estimate the fair value of Potrero
Center were the discount rate and terminal capitalization rate. The evaluation of these significant assumptions required
involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of controls related to (1) identifying relevant events or changes in circumstances that the
Company used to evaluate whether the carrying value of certain real estate properties may not be recoverable, including
controls over the expected holding period, and (2) significant assumptions used in the discounted cash flow analysis to
estimate the fair value of Potrero Center. To identify relevant events or changes in circumstances indicating a shortening of
the expected holding period, we:
inquired of management and obtained written representations regarding potential plans, if any, to dispose of certain
real estate properties
inquired about the Companys plans with others in the organization who are responsible for, and have authority
over, potential disposition activities
analyzed documents prepared by the Company regarding potentially relevant events or changes in circumstances
inspected listings from external sources of real estate properties for sale by the Company to identify information
indicating a potential sale of certain real estate properties
With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant
assumptions used in the discounted cash flows analysis for Potrero Center by:
comparing the terminal capitalization rate and discount rate to publicly available market data and published third-
party industry reports with consideration of property specific factors.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 17, 2022
57
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 and subsidiaries' (the Company) internal control over financial reporting as of
December 31, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021,
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, 2022 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Companys 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 Companys 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 companys 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 companys 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 companys 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, 2022
58
Report of Independent Registered Public Accounting Firm
To 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, 2021 and 2020, 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, 2021, 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,
2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2021, 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 Partnerships internal control over financial reporting as of December 31, 2021, 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, 2022 expressed an unqualified opinion on the effectiveness of the Partnerships internal control over
financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnerships 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) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Evaluation of real estate properties for impairment
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.3 billion as of December 31, 2021. The Partnership evaluates real estate
properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or
changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable. To the extent
that the carrying value of a real estate property is determined not to be recoverable based on an undiscounted cash flow
analysis, an impairment loss is recognized equal to the excess of carrying value over the propertys estimated fair value. Fair
value of real estate properties is estimated by using a comparable sales approach or a discounted cash flow approach. As
discussed in Note 11 to the consolidated financial statements, the Partnership recognized an impairment loss of $84.3 million
for the year ended December 31, 2021 associated with Potrero shopping centers (200 Potrero and Potrero Center).
We identified the evaluation of certain real estate properties for impairment as a critical audit matter. Subjective auditor
judgment was required to assess the relevant events or changes in circumstances that the Partnership used to evaluate whether
59
the carrying value of certain real estate properties may not be recoverable, specifically a shortening of the expected holding
period. In addition, subjective auditor judgment was required to evaluate the discounted cash flow analysis used by the
Partnership to estimate the fair value of Potrero Center. The significant assumptions used to estimate the fair value of Potrero
Center were the discount rate and terminal capitalization rate. The evaluation of these significant assumptions required
involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of controls related to (1) identifying relevant events or changes in circumstances that the
Partnership used to evaluate whether the carrying value of certain real estate properties may not be recoverable, including
controls over the expected holding period, and (2) significant assumptions used in the discounted cash flow analysis to
estimate the fair value of Potrero Center. To identify relevant events or changes in circumstances indicating a shortening of
the expected holding period, we:
inquired of management and obtained written representations regarding potential plans, if any, to dispose of certain
real estate properties
inquired about the Partnerships plans with others in the organization who are responsible for, and have authority
over, potential disposition activities
analyzed documents prepared by the Partnership regarding potentially relevant events or changes in circumstances
inspected listings from external sources of real estate properties for sale by the Partnership to identify information
indicating a potential sale of certain real estate properties
With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant
assumptions used in the discounted cash flows analysis for Potrero Center by:
comparing the terminal capitalization rate and discount rate to publicly available market data and published third-
party industry reports with consideration of property specific factors.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 17, 2022
60
Report of Independent Registered Public Accounting Firm
To 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. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31,
2021, 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, 2021, 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, 2021 and 2020, 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, 2021,
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, 2022 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Partnerships 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 Partnerships 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 companys 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 companys 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 companys 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, 2022
61
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62
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2021 and 2020
(in thousands, except share data)
2021
2020
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 $1,930 and $2,377 of restricted cash at
December 31, 2021 and 2020, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $117,878 and $113,959 at December 31,
2021 and 2020, respectively
Acquired lease intangible assets, less accumulated amortization of $312,186 and $284,880 at
December 31, 2021 and 2020, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Equity
Liabilities:
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $172,293 and $145,966
at December 31, 2021 and 2020, 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; 171,213,008 and
169,680,138 shares issued at December 31, 2021 and 2020, respectively
Treasury stock at cost, 427,901 and 459,828 shares held at December 31, 2021 and 2020,
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 $56,844 and $34,878
at December 31, 2021 and 2020, 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.
$
$
$
$
11,495,581
2,174,963
9,320,618
372,591
25,574
95,027
153,091
65,741
212,707
280,783
266,431
10,792,563
3,718,944
322,271
363,276
215,788
62,352
4,682,631
11,101,858
1,994,108
9,107,750
467,155
33,934
378,450
143,633
67,910
188,799
287,827
261,446
10,936,904
3,658,405
264,679
302,361
377,712
220,390
55,210
4,878,757
1,712
1,697
(22,758)
7,883,458
(10,227)
(1,814,814)
6,037,371
35,447
37,114
72,561
6,109,932
10,792,563
(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
63
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2021, 2020, and 2019
(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
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment income
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.
2021
2020
2019
$
1,113,368
12,456
40,337
1,166,161
980,166
9,508
26,501
1,016,175
1,094,301
9,201
29,636
1,133,138
303,331
184,553
78,218
142,129
5,751
713,982
145,170
84,389
(91,119)
(5,463)
132,977
319,202
47,086
366,288
(1,615)
(3,262)
(4,877)
361,411
2.12
2.12
$
$
$
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
64
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021, 2020, and 2019
(in thousands)
Net income
Other comprehensive income (loss):
2021
$
366,288
2020
47,317
2019
243,258
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 (loss) gain on available-for-sale securities
Other comprehensive income (loss)
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
5,391
4,141
(405)
9,127
375,415
4,877
729
5,606
369,809
(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
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67
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2021, 2020, and 2019
(in thousands)
2021
2020
2019
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
366,288
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 of real estate
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) loss 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, net of cash acquired of $2,991 in 2021
Real estate development and capital improvements
Proceeds from sale of real estate
Proceeds from property insurance casualty claims
Issuance of notes receivable, net
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
303,331
6,003
(22,936)
12,515
(47,086)
(91,119)
84,389
71,934
(2,472)
4,572
(5,348)
(24,869)
(6,966)
(1,226)
6,677
5,701
659,388
(392,051)
(177,631)
206,193
(20)
(23,476)
99,945
813
(23,971)
23,846
(286,352)
47,317
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
(16,767)
(180,804)
189,444
7,957
(1,340)
(51,440)
32,125
353
(25,155)
19,986
(25,641)
243,258
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
(222,569)
(200,012)
137,572
9,350
(547)
(66,921)
63,693
660
(23,458)
19,539
(282,693)
68
2021
2020
2019
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
Repayments of proceeds from unsecured credit facilities, net
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Early redemption costs
Net cash used in financing activities
Net (decrease) increase in cash, 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 $4,202, $4,355, and $4,192 in
2021, 2020, and 2019, 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
Previously held equity investments in real estate assets acquired
Mortgage loans assumed by Company with the acquisition of real estate
Mortgage loan assumed by purchaser with the sale of real estate
Common stock issued by Parent Company for partnership units exchanged
Real estate received in lieu of promote interest
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 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.
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
82,510
(4,083)
96
(4,345)
(1,815)
(403,085)
(265,000)
(42,014)
(11,255)
(7,468)
(656,459)
(283,423)
378,450
95,027
140,084
378
(4,609)
111,104
99
13,589
513
10,188
1,286
666
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
151,338
1,870
1,275
5,986
16,359
8,250
315
12,166
1,139
1,119
107,480
101,412
1,084
1,416
3,647
(1,512)
819
1,524
1,052
(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
136,139
1,225
25,870
26,152
660
10,704
1,429
2,325
66
987
2,582
197
69
This page intentionally left blank.
70
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2021 and 2020
(in thousands, except unit data)
2021
2020
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 $1,930 and $2,377 of restricted cash at
December 31, 2021 and 2020, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $117,878 and $113,959 at December 31,
2021 and 2020, respectively
Acquired lease intangible assets, less accumulated amortization of $312,186 and $284,880 at
December 31, 2021 and 2020, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Capital
Liabilities:
Notes payable (note 9)
Unsecured credit facilities (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $172,293 and $145,966 at
December 31, 2021 and 2020, 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; 171,213,008 and 169,680,138 units outstanding at December 31, 2021 and
2020, respectively
Limited partners; 760,046 and 765,046 units outstanding at December 31, 2021 and 2020
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.
$
$
$
$
11,495,581
2,174,963
9,320,618
372,591
25,574
95,027
153,091
65,741
212,707
280,783
266,431
10,792,563
3,718,944
322,271
363,276
215,788
62,352
4,682,631
6,047,598
35,447
(10,227)
6,072,818
37,114
6,109,932
10,792,563
11,101,858
1,994,108
9,107,750
467,155
33,934
378,450
143,633
67,910
188,799
287,827
261,446
10,936,904
3,658,405
264,679
302,361
377,712
220,390
55,210
4,878,757
6,003,537
35,727
(18,625)
6,020,639
37,508
6,058,147
10,936,904
71
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2021, 2020, and 2019
(in thousands, except per unit data)
2021
2020
2019
$
1,113,368
12,456
40,337
1,166,161
980,166
9,508
26,501
1,016,175
1,094,301
9,201
29,636
1,133,138
303,331
184,553
78,218
142,129
5,751
713,982
145,170
84,389
(91,119)
(5,463)
132,977
319,202
47,086
366,288
(3,262)
363,026
2.12
2.12
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
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
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment income
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.
$
$
$
72
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021, 2020, and 2019
(in thousands)
Net income
Other comprehensive income (loss):
2021
$
366,288
2020
47,317
2019
243,258
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 (loss) gain on available-for-sale securities
Other comprehensive income (loss)
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
5,391
4,141
(405)
9,127
375,415
3,262
689
3,951
371,464
(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
73
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75
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2021, 2020, and 2019
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
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 of real estate
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) loss 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, net of cash acquired of $2,991 in 2021
Real estate development and capital improvements
Proceeds from sale of real estate
Proceeds from property insurance casualty claims
Issuance of notes receivable, net
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
2021
2020
2019
$
366,288
47,317
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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
(222,569)
(200,012)
137,572
9,350
(547)
(66,921)
63,693
660
(23,458)
19,539
(282,693)
76
2021
2020
2019
125,608
(5,512)
(6,204)
82,510
(4,083)
96
(4,345)
(404,900)
(265,000)
(42,014)
(11,255)
(7,468)
(656,459)
(283,423)
378,450
95,027
140,084
378
99
13,589
(4,609)
111,104
513
10,188
1,286
666
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
151,338
1,870
1,275
5,986
16,359
8,250
315
12,166
1,139
1,119
107,480
101,412
1,084
1,416
3,647
(1,512)
819
1,524
1,052
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
136,139
1,225
25,870
26,152
660
10,704
1,429
2,325
66
987
2,582
197
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
Repayments of proceeds from unsecured credit facilities, net
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Early redemption costs
Net cash used in financing activities
Net (decrease) increase in cash, 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 $4,202, $4,355, and $4,192 in
2021, 2020, and 2019, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged
Real estate received in lieu of promote interest
Previously held equity investments in real estate assets acquired
Mortgage loans assumed by Company with 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 by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Common stock and exchangeable operating partnership
dividends declared but not 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.
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
77
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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, 2021, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a
consolidated basis (the Company or Regency) owned 302 properties and held partial interests in an additional 103
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 Companys 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
Companys financial statements relate to the net carrying values of its real estate investments, collectibility of lease income,
and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in
the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.
COVID-19 Update
The COVID-19 pandemic continues to impact the Companys business performance as it relates to occupancy and leasing
volumes and how revenue recognition is impacted by rent collections and tenant credit risk. Rent collection rates since the
pandemic began have been lower than historical pre-pandemic averages, but have steadily increased during 2021 since a low
point in the second quarter of 2020. Collection rates may remain lower than historical pre-pandemic averages for the next
twelve months. The ability of tenants to successfully operate their businesses and pay rent continue to be significantly
influenced by pandemic-related challenges such as rising costs, labor shortages, supply chain constraints, reduced in-store
sales, the emergence of new variants of the COVID-19 virus, effectiveness of vaccines against variants, and the impact of
mask and vaccine mandates. The extent to which the COVID-19 pandemic continues to impact the Companys financial
condition, results of operations, and cash flows continues to depend on future developments that may emerge.
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 entitys 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.
78
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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, 2021, the
Parent Company owned approximately 99.6%, or 171,213,008, of the 171,973,054 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 113 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). 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. Regency has a variable interest in these partnerships 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.
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 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. If distributed proceeds from debt refinancing and
real estate sales in excess of Regency's carrying value of its investment results in a negative investment
balance for a partnership, it 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.
79
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
o
Those partnerships in which Regency has a controlling financial interest are consolidated. Additionally,
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. The limited partners ownership interest and share of net income is recorded as noncontrolling
interest.
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
Net real estate investments
Cash, cash equivalents, and restricted cash
$
Liabilities
Notes payable
Equity
Limited partners interests in consolidated partnerships
Noncontrolling Interests
Noncontrolling Interests of the Parent Company
December 31, 2021
December 31, 2020
379,075
5,202
5,000
27,950
127,240
4,496
6,340
28,685
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 members' interest or sell its own interest in these consolidated
partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from
partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of
net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and
comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements
Comprehensive Income of the Operating Partnership.
(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
additional rents based on tenants' sales volume (percentage rent), which are recognized when the tenants achieve the
80
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for
reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance (CAM) costs
(collectively Recoverable Costs) incurred.
Lease terms generally range from three to seven years for tenant 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 tenants the option to
extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to renew,
the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be 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.
The Company accounts for its leases under ASC Topic 842, Leases, as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which,
based on the customary terms of the Companys leases, are classified as operating leases. However, certain longer-term
leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in
selling profit and an accelerated pattern of earnings recognition. At December 31, 2021, all of the Companys leases
were classified as operating leases. See the pandemic discussion that follows for unique considerations amidst the
pandemic.
Recognition and Presentation
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term
of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of
the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the
same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an
available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement
of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated
Statements of Operations.
Collectibility
At lease commencement, the Company generally expects that collectibility of substantially all payments due under the
lease is probable due to the Companys credit checks on tenants and other creditworthiness analysis undertaken before
entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis.
For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a
cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease
income is determined not to be probable of collection. Should collectibility of Lease income become probable again,
through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes
and all commencement-to-date straight-line rent is recognized in that period.
In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a
general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to
be fully collectible based on the Companys historical collection experience. The Company estimates the collectibility
of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into
consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and
remaining lease terms. Uncollectible lease income is a direct charge against Lease income.
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
81
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
was part of the existing contract and therefore not treated like a lease modification. Deferral agreement receivables are
subject to the same collectibility assessment as other tenant receivables.
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,
2021
2020
$
$
27,354
103,942
21,795
153,091
39,658
86,615
17,360
143,633
(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 ASC 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. While generally rare, any retained noncontrolling interest is
measured at fair value at that time.
Management Services and Other Property Income
The Company recognizes revenue under 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.
Several of the Companys 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.
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
82
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 Companys 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
Promote income
Leasing services
Other transaction fees
Total management, transaction, and other
fees
Timing of
satisfaction of
performance
obligations
Year ended December 31,
2021
2020
2019
$
Over time
Over time
Over time
Point in time
Point in time
14,415
6,921
13,589 (1)
4,096
1,316
14,444
6,963
3,150
1,944
14,744
7,135
3,692
4,065
$
40,337
26,501
29,636
(1)
The Company recognized $13.6 million in promote revenue during the year ended December 31, 2021, for
exceeding partnership return thresholds from the Company's performance as managing member in the USAA
partnership. The consideration was paid in the form of a real estate asset.
The accounts receivable for management services, which are included within Tenant and other receivables in the
accompanying Consolidated Balance Sheets, are $13.2 million and $9.9 million, as of December 31, 2021 and 2020,
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, 2021
December 31, 2020
$
$
$
4,340,084
684,613
5,270,540
1,061,044
139,300
11,495,581
4,230,989
630,264
5,083,660
997,704
159,241
11,101,858
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.
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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, 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, 2021 and 2020, the Company had
nonrefundable deposits and other pre development costs of approximately $10.8 million and $25.3 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, 2021,
2020, and 2019, the Company expensed pre-development costs of approximately $1.5 million, $10.5 million, and $2.5
million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.
Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted
average borrowing rate to that portion of the actual development or redevelopment costs 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, 2021,
2020, and 2019, the Company capitalized interest of $4.2 million, $4.4 million, and $4.2 million, respectively, on our
development and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs
attributable to these development activities are capitalized as part of each development and redevelopment project. The
capitalization of costs is directly related to the actual level of development activity occurring. During the years ended
December 31, 2021, 2020, and 2019, we capitalized $11.3 million, $10.2 million, and $20.4 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.
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.
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 events or changes in circumstances, including property operating performance and general
market conditions or changes in hold period expectations, that indicate the carrying value of the real estate properties
(including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such
events or changes, 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, expected hold period, and assumptions
regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in
nature and could differ materially from actual results. Changes in 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 the estimated
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 estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other
market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash
flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above,
as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those
assumptions could impact the estimated 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 events or circumstances that
indicate that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment
by calculating the estimated 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 $2.6 billion and $2.7
billion at December 31, 2021 and 2020, respectively, primarily due to the tax free merger with Equity One and inheriting
lower carryover tax basis.
(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, 2021 and 2020, $1.9 million and $2.4 million, respectively, of cash was restricted through escrow agreements
and certain mortgage loans.
85
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(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 units 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.
Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenants
operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third
party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within
General and administrative expenses.
(g) Derivative Financial Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount,
sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters
into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future
payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's
derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known
or expected cash payments principally related to the Company's borrowings.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 TRSs under the asset and liability approach, which requires the
recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The
Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A
valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some
portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence,
including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss
carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the
largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax
authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support
for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all
open tax years (2017 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.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(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.
Under ASC Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office
leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating
leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the
lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the
longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the
Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the
lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the
operating lease liabilities.
The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including
management's estimate of expected 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
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
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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.
89
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(o) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial
statements:
Standard
Recently adopted:
ASU 2019-12,
Income Taxes (Topic
740): Simplifying the
Accounting for
Income Taxes
Not yet adopted:
ASU 2021-05,
Leases (Topic 842):
Lessors - Certain
Leases with Variable
Lease Payments
Description
The amendments in this update simplify
the accounting for income taxes by
removing certain exceptions to the general
principles in Topic 740, Income Taxes.
Date of adoption
January 2021
Effect on the financial statements or
other significant matters
The adoption of this standard did not have
a material impact to the Company's
financial condition, results of operations,
cash flows or related footnote disclosures
The amendments in this update affect
lessor lease classification. Lessors should
classify and account for a lease as an
operating lease if both of the following
criteria are met: (1) have variable lease
payments that do not depend on a
reference index or a rate and (2) would
have resulted in the recognition of a selling
loss at lease commencement if classified
as sales-type or direct financing. This
update should result in similar treatment
under the current Topic 842 as under the
previous Topic 840.
January 2022
The adoption of this standard will not have
a material impact to the Company's
financial condition, results of operations,
cash flows or related footnote disclosures
as the Company's customary lease terms
do not result in sales-type or direct
financing classification, although future
leases may.
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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)
Date
Purchased
Property Name
7/30/21 Willa Springs (1)
Dunwoody Hall (1)
8/1/21
Alden Bridge (1)
8/1/21
Hasley Canyon Village (1)
8/1/21
Shiloh Springs (1)
8/1/21
Bethany Park Place (1)
8/1/21
Blossom Valley (1)
8/1/21
Blakeney Shopping Center
11/18/21
Valley Stream
12/30/21
East Meadow
12/30/21
12/30/21 Wading River
12/30/21
Total property acquisitions
Eastport
City/State
Winter Springs, FL
Dunwoody, GA
Woodlands, TX
Castaic, CA
Garland, TX
Allen, TX
Mountain View, CA
Charlotte, NC
Long Island, NY
Long Island, NY
Long Island, NY
Long Island, NY
Property
Type
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
$
$
December 31, 2021
Purchase
Price
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
34,500
32,000
43,000
31,000
19,500
18,000
44,000
181,000
48,000
38,000
35,000
9,000
533,000
17,682
14,612
27,529
16,941
10,800
23,611
111,175
1,562
2,255
3,198
2,037
1,825
996
2,895
14,096
21,505
6,521
4,998
1,366
63,254
643
973
2,308
1,079
1,732
732
4,431
1,675
1,197
1,469
498
16,737
(1)
The purchase prices, presented above, reflect the price for 100% of each property which were part of the seven property USAA portfolio purchase. The basis
allocated to Real estate assets was $192.9 million which is net of the Company's carryover basis related to its 20% previously owned equity interest in the
partnership.
(in thousands)
December 31, 2020
Date
Purchased
1/1/20
Property Name
Country Walk Plaza (1)
City/State
Miami, FL
Property
Type
Operating
Purchase
Price
$
39,625
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
16,359
3,294
2,452
(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 partners interest and gaining control.
3. Property Dispositions
Dispositions
The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth
below:
(in thousands, except number sold data)
Net proceeds from sale of real estate investments
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
Year ended December 31,
2020
2021
2019
$
$
$
206,193
91,119
112
7
5
100%
189,444
67,465
958
6
11
50% - 100%
137,572
24,242
1,836
7
6
100%
At December 31, 2021, the Company also had one operating property, which has since sold, and one land parcel classified
within Properties held for sale on the Consolidated Balance Sheets.
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
(in thousands)
GRI - Regency, LLC (GRIR)
New York Common Retirement Fund (NYC)
Columbia Regency Retail Partners, LLC
(Columbia I)
Columbia Regency Partners II, LLC (Columbia
II)
Columbia Village District, LLC
RegCal, LLC (RegCal)
US Regency Retail I, LLC (USAA) (1)
Other investments in real estate partnerships
Total investments in real estate partnerships
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
20.01%
35.00% - 50.00%
December 31, 2021
Number of
Properties
67
2
Total
Investment
153,125
$
11,688
Total Assets
of the
Partnership
1,537,411
82,446
The
Company's
Share of
Net Income
of the
Partnership
34,655
315
Net Income
of the
Partnership
78,112
6,939
7
12
1
6
8
103
7,360
135,537
1,976
10,256
35,251
5,554
24,995
134,618
372,591
$
352,469
94,536
103,587
449,458
2,755,444
10,987
1,522
2,058
631
(5,058)
47,086
55,059
5,131
8,448
3,155
32,176
199,276
(1)
On August 1, 2021, the Company acquired the partner's 80% interest in the seven properties held in the USAA partnership and therefore all
earnings of this property are included in consolidated results from the date of acquisition and excluded from partnership earnings. See note 2.
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)
Columbia Village District, LLC
RegCal, LLC (RegCal)
US Regency Retail I, LLC (USAA) (2)
Other investments in real estate partnerships (3)
Total investments in real estate partnerships
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
20.01%
35.00% - 50.00%
Number of
Properties
67
4
Total
Investment
179,728
$
27,627
Total Assets
of the
Partnership
1,583,097
205,332
7
13
1
6
7
9
114
8,699
136,120
37,882
10,108
25,908
177,203
467,155
$
377,246
94,551
107,283
85,006
478,592
3,067,227
The
Company's
Share of
Net Income
of the
Partnership
25,425
488
1,030
1,045
757
1,296
790
3,338
34,169
Net Income
of the
Partnership
56,244
4,241
5,383
5,103
2,531
5,397
3,948
8,574
91,421
(1)
(2)
(3)
On January 1, 2020, the Company purchased the partner's 70% interest 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.
The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regencys 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%.
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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,
2021
$
$
$
$
2,530,964
18,735
205,745
2,755,444
1,444,867
20,978
90,097
438,510
760,992
2,755,444
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
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,
2021
2020
$
$
438,510
(65,919)
372,591
509,873
(47,119)
4,401
467,155
(1)
On August 1, 2021, the Company acquired the partner's 80% interest in the seven properties held
in the USAA partnership. See note 2
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
Total other expense (income)
Net income of the Partnerships
The Company's share of net income of the Partnerships
Acquisitions
Year ended December 31,
2020
2021
$
416,222
381,094
2019
417,053
94,026
66,061
5,837
54,618
3,624
224,166
58,109
(75,162)
9,833
(7,220)
199,276
47,086
$
$
$
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
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 2021:
(in thousands)
Year ended December 31, 2020
Date
Purchased
11/13/20
Property
Name
Eastfield at Baybrook
City/State
Houston, TX
Property
Type
Development
Co-
investment
Partner
Other
Ownership
%
50.00%
Purchase
Price
$
4,491
Debt
Assumed,
Net of
Premiums
Intangible
Assets
Intangible
Liabilities
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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
Year ended December 31,
2020
2021
$
$
$
224,708
75,162
9,380
4
1
27,974
7,147
2,413
2
2019
142,754
64,798
29,422
4
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of
December 31, 2021, were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2022
2023
2024
2025
2026
Beyond 5 Years
Net unamortized loan costs, debt premium / (discount)
Total notes payable
Scheduled
Principal
Payments
$
$
7,736
3,256
1,877
2,249
2,471
8,723
26,312
Mortgage
Loan
Maturities
254,893
171,608
33,690
137,000
125,286
697,479
(8,701)
1,411,255
Unsecured
Maturities
7,300
7,300
Regencys
Pro-Rata
Share
98,932
65,149
14,233
42,169
41,768
257,620
(3,080)
516,791
Total
269,929
174,864
35,567
139,249
127,757
706,202
(8,701)
1,444,867
These fixed and variable rate loans are all non-recourse to the partnerships, and mature through 2034, with 93.2% having a
weighted average fixed interest rate of 3.7%. The remaining notes payable float over LIBOR and had a weighted average
variable interest rate of 2.5% at December 31, 2021. 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 which would be secured by the partner's membership interest.
Management fee income
In addition to earning our Pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees as
discussed in Note 1, as follows:
Year ended December 31,
2020
2021
2019
$
40,301
26,618
28,878
(in thousands)
Asset management, property management,
leasing, and investment and financing services
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
5. Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the
periods set forth below:
(in thousands)
Goodwill
Investments
Prepaid and other
Furniture, fixtures, and equipment, net
Deferred financing costs, net
Total other assets
December 31, 2021
December 31, 2020
$
$
167,095
65,112
21,332
5,444
7,448
266,431
173,868
60,692
17,802
6,560
2,524
261,446
The following table presents the goodwill balances and activity during the year to date periods ended:
December 31, 2021
Accumulated
Impairment
Losses
December 31, 2020
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
$ 307,413
(2,465)
(111)
(4,308)
$ 300,529
(133,545)
111
(133,434)
Total
173,868
(2,465)
(4,308)
167,095
Goodwill
310,388
(1,191)
(1,784)
307,413
(2,954)
(132,179)
1,191
397
(133,545)
Total
307,434
(132,179)
(1,387)
173,868
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 2020, the Company recognized $132.2 million of Goodwill impairment following the market disruptions of the
COVID-19 pandemic, which was considered a triggering event requiring evaluation of reporting unit fair values for Goodwill
impairment. Of the 269 reporting units with Goodwill, 87 were determined to have fair values lower than carrying value,
resulting in $132.2 million of Goodwill impairment.
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,
2021
2020
$
$
$
443,460 $
81,433
524,893
(312,186)
212,707
535,569
(172,293)
363,276
414,298
59,381
473,679
(284,880)
188,799
523,678
(145,966)
377,712
95
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
(in thousands)
In-place lease amortization
Above-market lease amortization
Acquired lease intangible asset amortization
Below-market lease amortization
$
$
$
Year ended December 31,
2021
2020
2019
33,621
5,487
39,108
48,297
7,658
55,955
60,250
9,112
69,362
Line item in Consolidated
Statements of Operations
Depreciation and amortization
Lease income
30,378
50,103
54,730
Lease income
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,
2022
2023
2024
2025
2026
$
Amortization of
In-place lease intangibles
Net accretion of Above
/ Below market lease
intangibles
$
31,473
25,422
19,359
15,736
12,779
22,238
21,126
19,061
18,536
17,939
7. Leases
Lessor Accounting
All of the Companys 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 (Recoverable
Costs). Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
(i)
Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of
Recoverable Costs incurred. Generally the Companys 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 (1)
Uncollectible amounts billable in lease income (1)
Total lease income
$
$
December 31, 2021
December 31, 2020
December 31, 2019
797,502
262,619
24,539
5,227
23,481
1,113,368
807,603
247,384
42,219
(34,673)
(82,367)
980,166
813,444
247,861
45,392
(7,002)
(5,394)
1,094,301
(1)
During the year ended December 31, 2021, the Company had improved rent collections following decreases in governmental
operating restrictions on certain businesses which resulted in more favorable income than we experienced in 2020 during the
height of the pandemic.
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
(in thousands)
For the year ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total
December 31, 2021
793,177
710,472
609,200
501,333
398,196
1,409,012
4,421,390
$
$
Lessee Accounting
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the
underlying land and has leased the land to the Company to construct and/or operate a shopping center.
The Company has 20 properties within its consolidated real estate portfolio that are either partially or completely on land
subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in
these properties. These ground leases expire through the year 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.
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
Operating cash flows for operating leases
$
$
$
December 31, 2021
December 31, 2020
December 31, 2019
13,862
4,309
18,171
1,032
615
1,647
19,818
15,165
13,716
4,334
18,050
1,044
585
1,629
19,679
15,003
13,982
4,229
18,211
1,693
552
2,245
20,456
14,815
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for
ground and office leases as of December 31, 2021, and provides a reconciliation to the Lease liability included in the
accompanying Consolidated Balance Sheets:
(in thousands)
For the year ended December 31, Ground Leases
Lease Liabilities
Office Leases
Total
2022
2023
2024
2025
2026
Thereafter
Total undiscounted lease
liabilities
Present value discount
Lease liabilities
Weighted average discount rate
Weighted average remaining term
(in years)
$
$
$
10,562
10,775
10,824
10,827
10,748
527,860
581,596
(381,062)
200,534
5.2%
47.7
4,002
3,323
2,732
2,561
2,388
1,576
16,582
(1,328)
15,254
3.4%
4.8
14,564
14,098
13,556
13,388
13,136
529,436
598,178
(382,390)
215,788
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)
Dividend per share
Ordinary income
Capital gain (2)
Year ended December 31,
2021
2020
2019
$2.53 (1)
92%
8%
2.19
100%
%
2.34
97%
3%
Additional tax status information:
Qualified dividend income
Section 199A dividend
Section 897 ordinary dividends
Section 897 capital gains
(1)
%
97%
%
%
During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with
a portion allocated to the 2021 dividend period, and the balance allocated to 2022.
Of the total capital gain distribution during 2021, 42% is excluded under Reg. 1.1061-4(b)(7). The remaining
58% is a Three Year Amount under Reg. 1.1061-6(c).
%
100%
%
%
1%
91%
2%
4%
(2)
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2021, 2020, and 2019 was as follows:
(in thousands)
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit) (1)
Year ended December 31,
2021
2020
2019
$620
421
$1,041
2,157
(891)
1,266
1,576
(331)
1,245
(1)
Includes $943,000, $(355,000) and $757,000 of tax expense (benefit) presented within Other operating expenses
during the years ended December 31, 2021, 2020, and 2019, respectively. Additionally, $1.6 million, and
$488,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax,
during the years ended December 31, 2020, and 2019, respectively.
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 expense (benefit)
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,
2021
2020
2019
$544
(3,665)
477
15
1
4
1,041
$1,041
(593)
1,043
5,079
(598)
1,266
1,266
1,587
650
(91)
(819)
(82)
1,245
1,245
(1)
Includes $943,000, $(355,000), and $757,000 of tax expense (benefit) presented within Other operating
expenses during the years ended December 31, 2021, 2020, and 2019, respectively. Additionally, $1.6 million,
and $488,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of
tax, during the years ended December 31, 2020 and 2019, 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
Fixed assets
Net operating loss carryforward
Other
Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities
Straight line rent
Fixed assets
Other
Deferred tax liabilities
Net deferred tax liabilities
December 31,
2021
2020
$
$
$
$
1,039
1,379
2,418
(2,418)
(13,004)
(340)
(13,344)
(13,344)
508
1,077
109
771
2,465
(2,465)
(88)
(12,943)
(13,031)
(13,031)
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.
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
9. Notes Payable and Unsecured Credit Facilities
The Companys outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the
following:
(in thousands)
Notes payable:
Fixed rate mortgage loans
Variable rate mortgage loans (1)
Fixed rate unsecured debt
Total notes payable
Unsecured credit facilities:
Line of Credit (2)
Term Loan (3)
Total debt outstanding
Maturing
Through
3/1/2032
6/2/2027
3/15/2049
3/23/2025
Weighted
Average
Contractual
Rate
Weighted
Average
Effective
Rate
4.0%
3.2%
3.8%
1.0%
2.0%
3.8%
3.3%
4.0%
1.3%
2.1%
December 31,
2021
2020
$
$
$
$
359,414 $
115,539
3,243,991
3,718,944
272,750
146,046
3,239,609
3,658,405
$
3,718,944
264,679
3,923,084
(1)
Consists of five mortgages with interest rates that vary on LIBOR based formulas. Four of these variable rate loans have interest rate swaps in
place to mitigate the interest rate fluctuation risk. 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.
(3) Weighted average contractual and effective rates for the Term Loan are as of December 31, 2020, as the entire balance was repaid during
January 2021.
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, 2021, management of the Company believes it is in compliance
with all financial covenants for its unsecured public debt.
Unsecured Credit Facilities
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.
The Company has an unsecured line of credit commitment (the Line) with a syndicate of banks. At December 31, 2021,
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.
The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of
Indebtedness to Total Asset Value (TAV), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of
Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income
to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31,
2021, the Company is in compliance with all financial covenants for the Line.
100
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2022
2023
2024
2025
2026
Beyond 5 Years
Unamortized debt premium/(discount) and issuance costs
Total notes payable
$
$
December 31, 2021
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
$
11,389
9,695
4,849
3,732
3,922
6,661
40,248
5,848
64,376
90,742
40,000
88,000
138,234
7,505
434,705
Unsecured
Maturities (1)
$
250,000
250,000
200,000
2,575,000
(31,009)
3,243,991
Total
17,237
74,071
345,591
293,732
291,922
2,719,895
(23,504)
3,718,944
(1)
Includes unsecured public and private debt and unsecured credit facilities.
The Company has $5.8 million of debt maturing over the next twelve months, which is in the form of a non-recourse
mortgage loan. The Company currently intends to repay the maturing balance and leave the property 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 Companys operating and financial
structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for
speculative transactions or purposes other than 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 and with major financial institutions with which the Company and its affiliates may also have other
financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Companys 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.
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their
classification on the Consolidated Balance Sheets:
(in thousands)
Notional
Amount
Effective
Date
8/1/16
4/7/16
12/1/16
9/17/19
6/2/17
Total derivative financial instruments
Maturity
Date
1/5/22 (2)
4/1/23
11/1/23
3/17/25
6/2/27
$
265,000
19,029
31,763
24,000
36,019
Bank Pays Variable
Rate of
1 Month LIBOR with Floor
1 Month LIBOR
1 Month LIBOR
1 Month LIBOR
1 Month LIBOR with Floor
Regency
Pays
Fixed Rate
of
Fair Value at December 31,
Assets (Liabilities) (1)
2021
2020
1.053%
1.303%
1.490%
1.542%
2.366%
$
$
(175)
(412)
(364)
(1,907)
(2,858)
(2,472)
(494)
(1,181)
(1,288)
(3,856)
(9,291)
(1)
(2)
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability
position are included within Accounts payable and other liabilities.
In January 2021, the Company cash settled before maturity $265 million of notional interest rate swaps in connection with its repayment of the
Term Loan.
101
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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, 2021, 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
Year ended December 31,
Location and Amount of Gain (Loss)
Reclassified from AOCI into Income
Year ended December 31,
Total amounts presented in the Consolidated
Statements of Operations in which the effects
of cash flow hedges are recorded
Year ended December 31,
(in
thousands)
Interest
rate swaps
2021
2020
2019
2021
2020
2019
2021
2020
2019
$
5,391
(19,187)
(15,585)
$
4,141
8,790
3,269
$ 145,170
156,678
151,264
Interest
expense, net
Early
extinguishment
of debt (1)
Interest
expense, net
Early
extinguishment
of debt
(1)
21,837
At December 31, 2020, based on intent to repay the Term Loan in January 2021, the Company recognized the Accumulated other
comprehensive loss for the Term Loan swap in earnings within Early extinguishment of debt.
2,472
$
$
11,982
As of December 31, 2021, the Company expects approximately $3.0 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.
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,
2021
Carrying
Amount
Fair Value
2020
Carrying
Amount
Fair Value
$
$
3,718,944
4,103,533
$
$
3,658,405
264,679
4,102,382
265,226
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, 2021
and 2020, respectively. These fair value measurements maximize the use of observable inputs which are classified within
Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability
at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that
market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected
cash flows, 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.
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(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 in the accompanying Consolidated Statements of Operations, and includes unrealized gains of $1.7
million, $3.0 million, and $3.8 million for the years ended December 31, 2021, 2020, and 2019, 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.
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
Fair Value Measurements as of December 31, 2021
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
49,513
49,513
15,599
15,599
(2,858)
Balance
$
$
$
49,513
15,599
65,112
(2,858)
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands)
Assets:
Securities
Available-for-sale debt securities
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)
44,986
44,986
15,706
15,706
(9,291)
Balance
$
$
$
44,986
15,706
60,692
(9,291)
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:
(in thousands)
Operating properties
Balance
$
140,500
(in thousands)
Operating properties
Balance
$
25,000
Fair Value Measurements as of December 31, 2021
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Gains
(Losses)
140,500
(84,277)
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)
Total Gains
(Losses)
25,000
(17,532)
During the year ended December 31, 2021, the Company recorded a provision for impairment of $84.3 million on the Potrero
shopping centers (200 Potrero and Potrero Center) which are classified as held and used and were impaired to estimated fair
value due to a change in expected hold period. The estimated fair value was derived using a discounted cash flow model.
The discount rate of 7.2% and terminal capitalization rate of 5.25% used in the discounted cash flow model are considered
significant unobservable inputs and assumptions used in estimating the fair value, which is considered a Level 3 input per the
fair value hierarchy.
During the year ended December 31, 2020, the Company recorded a provision for impairment of $17.5 million on one
operating property which is classified as held and used. The property was impaired as a result of limited visibility for
replacement prospects for this property. The 2020 fair value was based on third-party offers for the property and is reflected
in the above Level 2 fair value hierarchy.
12. Equity and Capital
Common Stock of the Parent Company
Dividends Declared
On February 9, 2022, our Board of Directors declared a common stock dividend of $0.625 per share, payable on April 5,
2022, to shareholders of record as of March 15, 2022.
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.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
During May and June 2021, the Company entered into forward sale agreements under its ATM program through which the
Company intends to issue 2,316,760 shares of its common stock at a weighted average offering price of $64.59 before any
underwriting discount and offering expenses.
During September 2021, the Company settled two of its forward sale agreements and issued 1,332,142 shares at a weighted
average offering price of $63.71 before underwriting discount and offering expenses. Net proceeds received at settlement
were approximately $82.5 million, after approximately $1.1 million in underwriting discount and offering expenses, and were
used to fund acquisitions of operating properties.
The remaining unsettled shares under the forward sale agreements must be settled within one year of their trade dates, which
vary by agreement, and range from June 6, 2022, to June 11, 2022. Proceeds from the issuance of the remaining shares under
outstanding forward sale agreements are expected to be approximately $65 million, before any underwriting discount and
offering expenses, and are expected to be used to fund new investments which may include acquisitions of operating
properties, fund developments and redevelopments, or for general corporate purposes.
As of December 31, 2021, $350.4 million of common stock remained available for issuance under this ATM equity program.
Share Repurchase Program
On February 3, 2021, the Companys 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 or in privately negotiated transactions. Any shares purchased, if not retired, will be treated as treasury shares.
Under the current authorization, the program is set to expire on February 3, 2023, but may be modified or terminated at any
time at the discretion of the Board. The timing and actual numbers of shares purchased under the program depend upon
marketplace conditions, liquidity needs, and other factors. Through December 31, 2021, no shares have been repurchased
under this program.
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. During the year ended December 31, 2021, 5,000
Partnership Units were converted to Parent Company common stock.
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,
2021
2020
171,213
760
171,973
99.6%
169,680
765
170,445
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 and other employee stock
grants
Capitalized stock-based compensation
Stock-based compensation, net of capitalization
$
$
Year ended December 31,
2020
2021
12,651
530
(666)
12,515
14,248
452
(1,119)
13,581
2019
16,254
410
(2,325)
14,339
(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
The Company established its Omnibus Incentive Plan (the Plan) under which the Board of Directors may grant stock
options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue
up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2021,
there were 4.3 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.
The following table summarizes non-vested restricted stock activity:
Year ended December 31, 2021
Number of
Shares
Intrinsic Value
(in thousands)
Weighted
Average
Grant Price
Non-vested as of December 31, 2020
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, 2021 (6)
618,935
196,453
25,627
146,136
(15,513)
(223,158)
(56,618)
691,862
$
51,744
$
$
$
$
$
$
49.33
47.68
42.63
47.18
49.02
61.16
(1)
(2)
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.
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,
2020
2021
2019
Volatility
Risk free interest rate
42.60%
0.18%
18.50%
1.30%
19.30%
2.43%
(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:
Year ended December 31,
2020
2019
2021
Weighted-average grant price for
restricted stock
$
46.55 $
64.14 $
65.11
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2020
2019
2021
Intrinsic value of restricted stock vested
$
10,939 $
14,423 $
17,684
As of December 31, 2021, there was $13.9 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.
(5)
(6)
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, 2021. Additionally, an annual profit sharing contribution may
be made, which vests over a three year period. Costs for Company contributions to the plan totaled $4.1 million, $3.5
million, and $3.5 million for the years ended December 31, 2021, 2020, and 2019, 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:
(in thousands)
Assets:
Securities
Liabilities:
Deferred compensation obligation $
$
Year ended December 31,
2021
2020
Location in Consolidated Balance Sheets
44,464
44,388
40,964
40,962
Other assets
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.
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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
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)
Year ended December 31,
2020
2021
2019
$
$
$
$
361,411
361,411
170,236
170,694
2.12
2.12
$
$
$
$
44,889
44,889
169,231
169,460
0.27
0.26
239,430
239,430
167,526
167,771
1.43
1.43
(2)
Includes the dilutive impact of unvested restricted stock.
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude
1.0 million and 1.9 million shares issuable under the forward ATM equity offering outstanding during 2021 and 2019,
respectively, as they would be anti-dilutive.
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, 2021, 2020, and
2019, were 761,955, 765,046, and 464,286, 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
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)
Year ended December 31,
2020
2021
2019
$
$
$
$
363,026
363,026
170,998
171,456
2.12
2.12
$
$
$
$
45,092
45,092
169,997
170,225
0.27
0.26
240,064
240,064
167,990
168,235
1.43
1.43
(2)
Includes the dilutive impact of unvested restricted stock.
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude
1.0 million and 1.9 million shares issuable under the forward ATM equity offering outstanding during 2021 and 2019,
respectively, as they would be anti-dilutive.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
16. Commitments and Contingencies
Litigation
The Company is involved in litigation on a number of matters, and is subject to other disputes that arise in the ordinary
course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion
of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on
the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations pertaining primarily to chemicals historically used
by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground
petroleum storage tanks and other historic land use. 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, 2021 and 2020, the
Company had $9.4 million and $9.7 million, respectively, in letters of credit outstanding.
109
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S
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2021
(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 $9.2 billion at December 31, 2021.
The changes in total real estate assets for the years ended December 31, 2021, 2020, and 2019 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
2021
11,101,858
479,708
172,012
(10,898)
(107,090)
(50,873)
(89,136)
11,495,581
$
$
2020
11,095,294
39,087
154,657
(35,034)
(95,780)
(38,122)
(18,244)
11,101,858
2019
10,863,162
268,366
193,973
(34,824)
(60,195)
(58,527)
(76,661)
11,095,294
The changes in accumulated depreciation for the years ended December 31, 2021, 2020, and 2019 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
2021
1,994,108
253,437
(10,898)
(28,715)
(28,110)
(4,859)
2,174,963
$
$
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
See accompanying report of independent registered public accounting firm.
118
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, 2021.
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 2021 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership's management, including the chief
executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation
of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated
under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its
119
general partner concluded that its disclosure controls and procedures were effective as of the end of the period
covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or
submits is accumulated and communicated to management, including the chief executive officer and chief financial
officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
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, 2021.
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 2021 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
Not applicable
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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 2022 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
120
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 2022
Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Equity Compensation Plan Information
(as of December 31, 2021)
(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)
$
N/A
$
N/A
4,329,954
N/A
4,329,954
Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by
security holders
Total
(1)
(2)
(3)
This column does not include 691,862 shares that may be issued pursuant to unvested restricted stock and performance
share awards.
The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted
stock.
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 2022 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 2022
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 2022
Annual Meeting of Stockholders.
121
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2021 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
Companys 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 Companys 1934 Act reports
pursuant to Instruction 2 to item 601 of Regulation S-K:
(i) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and Wells Fargo Securities, LLC;
(ii) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and J.P. Morgan Securities LLC;
(iii) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;
122
(iv) 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;
(v) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and BTIG, LLC;
(vi) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and RBC Capital Markets, LLC;
(vii) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency
Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and
(viii)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 reference to Exhibit 1.1 to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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
Companys 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
123
(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
(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 (incorporated by reference to Exhibit 1.4
to the Companys 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 Companys 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 Companys 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 Companys Form 10-Q filed on August 8, 2017).
124
(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.
(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) First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company
as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National
Association (formerly known as First Union National Bank), as trustee (incorporated by reference
to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
(ii) Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5,
2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank
National Association, as successor to Wachovia Bank, National Association (formerly known as
First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed on June 3, 2010).
(iii) Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December
5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Form
8-K filed on August 18, 2015).
(iv) Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P.,
Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).
(v) Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).
(vi) Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency
Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Companys Form 8-K filed on May 13, 2020).
(c) Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by
reference to Exhibit 4.2 to the Companys Form 8-K filed on March 1, 2017).
(d) Description of the Companys Securities Registered under Section 12 of the Exchange Act.
(incorporated by reference to Exhibit 4(e) to the Companys Form 10-K filed on February 18, 2020).
10.Material Contracts (~ indicates management contract or compensatory plan)
~(a)Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to
Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
~(b)Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit
10(s) to the Company's Form 8-K filed on December 21, 2004).
125
~(c) First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December
2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10,
2006).
~(d)Second Amendment to the Regency Centers Corporation Amended and Restated Deferred
Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June
14, 2011).
~(e)Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated
by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(f) Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by
reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21,
2019).
~(g)Form of Stock Rights Award Agreement.
~(h)Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the
Company's Form 8-K filed on January 6, 2022).
~(i) Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the
Company's Form 10-K filed on March 10, 2006).
~(j) Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to
the Company's Form 10-K filed on March 17, 2009).
~(k)Form of 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) Form of Severance and Change of Control Agreement dated as of January 1, 2022, among Regency
Centers Corporation, Regency Centers, L.P. and the executives listed below (incorporated by reference
to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of
Control Agreements listed below are substantially identical except for the identities of the parties and
the amount of severance for each which are described in Item 5.02(e) herein.
(i) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency
Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.
(ii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency
Center Corporation, Regency Centers, L.P. and Lisa Palmer
(iii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency
Center Corporation, Regency Centers, L.P. and Michael J. Mas
(iv) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency
Center Corporation, Regency Centers, L.P. and James D. Thompson
(m) 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 Companys 8-K filed on February 12, 2021).
126
(n) 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 Companys 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
23.1Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.
31.Rule 13a-14(a)/15d-14(a) Certifications.
31.1Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32.Section 1350 Certifications.
127
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
32.2
32.3
32.4
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
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.
128
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 17, 2022
REGENCY CENTERS CORPORATION
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
February 17, 2022
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, General Partner
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
129
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, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
/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/ James H Simmons
James H. Simmons, Director
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
130
Executive Officers*
Board of Directors*
Michael J. Mas
Executive Vice President, Chief Financial Officer
James D. Thompson
Executive Vice President, Chief Operating Officer
Thomas W. Furphy (1) (2)
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
James H. Simmons (2) (3)
Chief Executive Officer and Founding Partner
Asland Capital Partners
Thomas G. Wattles (1a) (3)
Former Chairman
DCT Industrial Trust
Martin E. Stein, Jr.
Executive Chairman
Lisa Palmer
President and Chief Executive 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 of Pulte Group and
Principal of Harborview Associates, LLC
C. Ronald Blankenship (1) (3) (5)
Director
Civeo Corporation
Deirdre J. Evens (1) (2a)
Executive Vice President and General Manager,
IT Asset Lifecycle Management of
Iron Mountain, Inc.
(1) Audit Committee
(2) Compensation Committee
(3) Investment Committee
(4) Nominating and Governance Committee
(5) Lead Director
(a) Committee Chair
* As of December 31, 2021
Certain statements in this Annual Report, including the letter from the Executive Chair and CEO, discuss anticipated financial, business, legal or
other outcomes including business and market conditions, outlook and other similar statements relating to Regencys 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 risk factors described in our SEC filings.
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.