RegencyCenters.com
2022
Annual
Report
th
To Our Fellow Shareholders
As Regency embarks on its 60 year of operations
and 30th year as a publicly traded REIT, we are
immensely proud of the company we were and the
company we have become. Our long-term track
record of sector-leading performance is a testament
to the quality of our portfolio, our relationships with
our tenants, the strength of our balance sheet, and a
special corporate culture that allows us to attract
and retain a talented and committed team.
2022 was another strong year for Regency. We
continue to benefit from post-pandemic structural tailwinds, including migration patterns and
permanent flexible work trends that support the strength of our suburban trade areas. We saw robust
tenant demand throughout the year, culminating in record shop space leasing and tenant retention
rates, mid-teens rent growth, including the impact of contractual rent steps, and the performance of
our development and redevelopment projects.
We enter 2023 with great momentum and persistent strength in the operating environment, and our
leasing and value-creation pipelines are robust. We do recognize the uncertainty associated with the
macroeconomic backdrop. While our centers and tenants may be largely recession-resistant, we
would not be immune to a material slowdown in the U.S. economy. At the same time, we take
comfort in having built a company and amassed a portfolio that can withstand as well as outperform
through cycles. Our current tenant base is as strong and resilient as ever, and our exposure to
struggling retailers is limited. The demographic profile of our trade areas, as well as the non-
discretionary nature of our tenancy, insulates us from both inflationary and economic impacts on the
consumer.
Our cycle-tested approach also extends to our balance sheet
and liquidity position. This is especially true of the generation of
substantial free cash flow, which in 2022 allowed us to continue
to grow our development and redevelopment pipelines, pursue
accretive acquisition opportunities, and execute share
repurchases during a time of dislocation in the capital markets.
We ended 2022 with leverage of 5.0x Net Debt-to-EBITDA at the
low end of our long-term target range and one of the lowest in
our industry sector, no unsecured debt maturities until 2024, and
a zero balance on our $1.25B credit facility.
East San Marco – Jacksonville, FL
As such, we entered 2023 well-positioned from a capital allocation perspective. With over $140
million of free cash flow expected, we have the capability to self-fund our current construction
projects and to grow our development and redevelopment pipelines back to an annual spend north
of $200 million over the next few years. We still consider development and redevelopment as the best
use of our capital and the strongest pathways toward value creation. As always, we will look to raise
incremental capital to fund investments if the opportunity creates value and drives accretion.
Lastly, Regency takes pride in being a respected leader in corporate responsibility, and our actions in
2022 furthered our efforts in that regard. After a year of building a strategy to do so, we established
an absolute short-term (2030) scope 1 and 2 greenhouse gas emissions reduction target endorsed by
the Science Based Targets initiative (“SBTi”), as well as set a long-term (2050) target to achieve net
zero scope 1 and 2 emissions. Doing what is right for our employees, communities, and shareholders is
core to our values at Regency.
2022 Highlights
Operational Strength
Investment Activity & Capital Recycling
(cid:120)
Executed 8.2M square feet of new and
renewal leases, exceeding historical
averages
(cid:120) Grew leased occupancy 80 bps year-over-
year to end 2022 with a same-property
leased rate of 95.1%
(cid:120) Completed north of $120 million of value-
add development and redevelopment
projects with over $300M of projects in
process at year-end
(cid:120) Completed acquisitions of grocery-
anchored centers totaling nearly $210M
(cid:120) Grew shop (<10K square feet) occupancy
by a record 200 bps year-over-year to 92.0%
(cid:120) Nearly 85% of 2022 leasing activity included
embedded rent steps
(cid:120)
(cid:120)
Sold close to $180M of non-strategic and
lower-growth assets
Settled approximately 1.0 million shares
under forward sale agreements entered into
during 2021 in connection with our ATM
program, at an average gross issuance
price of $65.78 per share
(cid:120) Generated approximately 9% Core
Operating Earnings per share growth,
excluding the collection of 2020 and 2021
receivables reserved
(cid:120)
Increased by 6.3% year-over-year Same
Property NOI, excluding lease termination
fees and the collection of 2020 and 2021
receivables reserved
Balance Sheet, Liquidity & Dividend
(cid:120)
Full availability on our $1.25B unsecured
credit line at year-end
(cid:120) No unsecured debt maturities until 2024
(cid:120)
Trailing 12-Month Net Debt-to-EBITDA of 5.0x
at year-end
(cid:120) Maintained S&P and Moody’s investment
grade credit ratings of BBB+ and Baa1,
respectively, with Moody’s outlook revised
from stable to positive in September 2022
(cid:120) Closed over $120 million of new secured
property-level debt during 2022 at
Regency’s share, at attractive market rates
(cid:120) Generated over $155M of free cash flow
after dividend and capital expenditures
(cid:120) Raised our quarterly common dividend by
4% in 4Q22 to $0.65 per share
(cid:120) Dividend CAGR (compound annual growth
rate) of 3.8% since 2014
Pablo Plaza – Jacksonville Beach, FL
Glenwood Green – Old Bridge, NJ
Key Achievements in our Four Corporate Responsibility Pillars:
Our People, Our Communities, Governance, and Environmental Stewardship
(cid:120) Regency and our employees donated
roughly $1.5 million in 2022, including close
to $1 million to local United Way
organizations in the communities in which
we operate, with over 95% participation and
1,200 volunteer hours during our annual
campaign
(cid:120)
Further improved Board refreshment and
diversity, with 42% of seats held by women
and ethnically diverse directors as of
February 2023
(cid:120) Received endorsement by SBTi for our short-
term (2030) scope 1 and 2 GHG emissions
reduction target and set a target to achieve
net zero emissions by 2050
(cid:120)
Included for a fourth consecutive year on
Newsweek’s Most Responsible Companies
List, ranked top 75 in 2023
(cid:120) Named to The Wall Street Journal Management
Top 250 list of the best-managed Companies
for 2022
(cid:120) Rated currently with the highest score of “1”
in ISS’s Governance and Environmental
QualityScore categories
(cid:120)
(cid:120)
Earned a GRESB® (Global Real Estate
Sustainability Benchmark) Green Star for the
eighth consecutive year and an “A” for
public disclosure
In 2022, Regency received a rating of
in the MSCI ESG Ratings assessment
“A”
(cid:120) Recognized as a Green Lease Leader in
sustainable leasing with a Gold designation
(cid:120)
Included in the 2022 Bloomberg Gender
Equality Index
(cid:120) Regency’s ‘ouRCommunities’ Program
allowed employees to direct a portion of our
corporate philanthropic donations toward
charitable organizations of their choice
(cid:120) Received the Healthiest Companies Award
from the First Coast Workplace Wellness
Council for the 14th consecutive year for our
comprehensive employee benefits and
commitment to employee health
Valencia Crossroads – Valencia, CA
We Live Our Core Values
We have lived our values for 60 years by executing and successfully meeting our commitments to
our people, 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:
As always, Regency could not have accomplished all that we have over the last year, and the last
60 years, without the incredible support of our stakeholders – including our investors, tenants, co-
investment partners, service providers and communities, our exceptional Board of Directors, and our
best-in-class team. We are grateful for the dedication, time, and engagement that you continue to
provide Regency. We are incredibly proud of the company and culture that we have built, but we
are even more excited about Regency’s future and sharing our progress with all of you.
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
(cid:1409)
For the fiscal year ended December 31, 2022
or
(cid:1407)
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)
59-3191743
59-3429602
(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (zip code)
(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 (cid:1409) No (cid:1407) Regency Centers, L.P. Yes (cid:1409) No (cid:1407)
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 (cid:1407) No (cid:1409) Regency Centers, L.P. Yes (cid:1407) No (cid:1409)
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 (cid:1409) No (cid:1407) Regency Centers, L.P. Yes (cid:1409) No (cid:1407)
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 (cid:1409) No (cid:1407) Regency Centers, L.P. Yes (cid:1409) No (cid:1407)
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
(cid:1409)
(cid:1407)
(cid:1407)
(cid:1409)
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
(cid:1407)
(cid:1407)
(cid:1407)
(cid:1407)
Emerging growth company
Emerging growth company
(cid:1407)
(cid:1407)
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 (cid:1407)
Regency Centers, L.P. (cid:1407)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
Regency Centers Corporation (cid:1409)
Regency Centers, L.P. (cid:1409)
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.1
Regency Centers Corporation (cid:1407)
Regency Centers, L.P. (cid:1407)
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).1
Regency Centers Corporation (cid:1407)
Regency Centers, L.P. (cid:1407)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation Yes (cid:1407) No (cid:1409) Regency Centers, L.P. Yes (cid:1407) No (cid:1409)
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
$10.1 billion
Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 171,307,927 as of February 16, 2023.
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2023 Annual Meeting of Stockholders, are
incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
1 Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and
effectiveness of related stock exchange listing standards.
Documents Incorporated by Reference
EXPLANATORY NOTE
This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2022,
of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to
"Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and
references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The
terms "we," "our," "us," "the Company", "Regency Centers" and "Regency" as used in this Report mean the Parent Company and the
Operating Partnership, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. The Operating
Partnership's capital includes general and limited common Partnership Units ("Units"). As of December 31, 2022, 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
Partnership's day-to-day management.
We believe combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report
provides the following benefits:
(cid:120)
(cid:120)
(cid:120)
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 Units of partnership interests of the Operating Partnership. As a result, the Parent
Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public
equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private
placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating
Partnership. The Operating Partnership is also the co-issuer and guarantees the $200 million of Parent Company debt. The Operating
Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net
proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for
partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources
include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.
Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated
Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes
general and limited common Partnership Units. The limited partners' Units in the Operating Partnership owned by third parties are
accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in
noncontrolling interests in the Parent Company's financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that
separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures
sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the
Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial
reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore,
while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the
Operating Partnership are the same on their respective financial statements.
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(cid:40)(cid:91)(cid:75)(cid:76)(cid:69)(cid:76)(cid:87)(cid:86) (cid:68)(cid:81)(cid:71) (cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79) (cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87) (cid:54)(cid:70)(cid:75)(cid:72)(cid:71)(cid:88)(cid:79)(cid:72)(cid:86)
(cid:41)(cid:82)(cid:85)(cid:80) (cid:20)(cid:19)(cid:16)(cid:46) (cid:54)(cid:88)(cid:80)(cid:80)(cid:68)(cid:85)(cid:92)(cid:85)(cid:85)
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Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market
conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational
performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words
such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "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" of this Report. When considering an investment in our securities, you should carefully read and consider these risks,
together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with
and submissions to the Securities and Exchange Commission ("SEC"). If any of the events described in the risk factors actually occur,
our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely
affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-
looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent
required by law.
Item 1. Business
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-based retailers serving the essential needs of our communities. Regency
has been an S&P 500 Index member since 2017.
As of December 31, 2022, we had full or partial ownership interests in 404 properties, primarily anchored by market leading grocery
stores, encompassing 51.1 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 43.3 million
square feet, including our share of properties owned through unconsolidated investment partnerships.
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 with their neighborhoods, communities, and customers.
Our values:
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We are our people: Our people are our greatest asset, and we believe a talented team from differing backgrounds and
experiences makes 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.
1
Our goals are to:
(cid:120) Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market
leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States of
America ("USA" or "United States"). We believe that this 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");
(cid:120) Maintain an industry leading and disciplined development and redevelopment platform to create exceptional retail centers
that deliver favorable returns;
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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 carefully constructed debt maturity profile;
Implement leading environmental, social, and governance ("ESG") 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:
(cid:120) Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center
peers;
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Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and
acquisitions in a long term accretive manner;
(cid:120) 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;
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Pursue best-in-class ESG programs and practices; and
(cid:120) Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of
innovation and continuous improvement.
Competition
We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market
capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of
shopping centers that compete with us in our targeted markets, including grocery store chains that own shopping centers and also
anchor some of our shopping centers. This results in competition for attracting tenants as well as acquiring existing shopping centers
and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and
delivery methods. We believe that our competitive advantages are driven by:
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the market areas in which we operate, and the locations of our shopping centers within those market areas;
the design of our shopping centers including our strategy 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;
our management experience and expertise; and
our ability to successfully develop, redevelop, and acquire shopping centers.
2
Corporate Responsibility and Human Capital
While executing our mission, we strive to achieve best-in-class corporate responsibility. Corporate responsibility, including our focus
on ESG practices, is a foundational strategy of Regency. We believe that alignment of strategy and sustainable outcomes is critical to
the long-term success of our Company, our shareholders, and the environment. Our ESG practices are built on four pillars:
(cid:120) Our People;
(cid:120) Our Communities;
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Ethics and Governance; and
Environmental Stewardship.
These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the
importance of maintaining our culture. Our continued commitment to these concepts guides our business strategy and helps us
identify and address key corporate responsibility-related matters.
We regularly review our corporate responsibility (which term we use interchangeably with "ESG") 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. The content of our website and other information contained therein, including relating to corporate
responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any
references to our website are intended to be inactive textual references only.
Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work,
connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance of attracting
and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thoughts and ideas. In
addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing
on their personal and professional development through training and education opportunities.
As of December 31, 2022, we had 445 employees, including 5 part-time employees. We presently maintain 22 market offices
nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective
bargaining unit, and we believe our relationship with our employees is good.
In 2022, we continued implementing our comprehensive, multi-year diversity, equity, and inclusion ("DEI") strategy focused on
promoting and advancing diversity across our organization, enabling our employees to grow and succeed, and supporting social justice
initiatives in our operations and broader communities. Furthermore, aligned with our near-and long-term human capital goals, we
remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further
engage our people. Additionally, we continued to develop our employees and look for new opportunities to ensure we attract and
retain our most important assets: our people.
Diversity, Equity, and Inclusion - We believe that much of our success is rooted in the diversity and inclusion of our teams and
our commitment to a diverse and inclusive culture. We value diversity at all levels and focus on extending our DEI initiatives
across our workforce. We continue to foster a culture in which everyone is respected, valued, and has an equal opportunity to
contribute and thrive. Our commitment is unwavering, and we remain focused on building a workforce that represents the many
customers we serve and the communities in which we operate.
Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including
additional information related to employee gender and ethnic diversity.
Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing
fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and
annually thereafter.
Talent Attraction and Retention – Our core values place a strong importance on our people, which we believe makes us an
employer of choice. We understand the importance of attracting and retaining the best talent to build long-term value. We
strive to offer some of the most competitive pay and benefits in the industry in which we operate and are continually looking for
new opportunities to ensure that we attract and retain our people.
3
Training and Development– We strive to provide an environment where our people are connected to their teams, passionate
about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior
leaders, we want to empower our employees to take control of their career growth and realize their full potential through
meaningful training and development opportunities.
Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to
provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the
business. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe
work practices.
Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to
the communities in which we live and work, including significant local economic impacts in the form of investment, jobs, and taxes.
Our local teams are passionate about investing in and engaging with our communities as they customize and cultivate our centers to
create a distinctive environment to bring our tenants and shoppers together for the best retail experience.
We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment. Throughout 2022,
Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable
contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and
money to local non-profits directly serving their communities. Furthermore, as part of our strategy, we continued to improve our
communities by investing in property enhancements and placemaking at our new and existing shopping centers.
Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To
create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of
our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.
To achieve the right mix of skills, experience, backgrounds, tenures, and competencies, including diversity in terms of gender, ethnic
background, age, and other attributes, Regency’s board of directors annually reviews its overall board composition. In 2022, Regency
announced the appointment of Kristin A. Campbell to our board of directors, effective January 15, 2023. Mrs. Campbell’s
appointment aligns with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.
Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the
communities in which we operate, and we strive to integrate sustainable practices throughout our business.
We have seven strategic priorities for identifying and implementing sustainable business practices and minimizing our environmental
impact: green building, energy efficiency, renewable energy, greenhouse gas emissions ("GHG") reduction, water conservation, waste
management, and climate change analysis. We believe these strategic priorities 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.
During 2022, we remained committed to measuring and reducing our GHG emissions. Earlier in the year, we refined our strategy and
elevated our commitment by aligning our goals with the Science Based Targets initiative ("SBTi"). We have committed to reducing
our absolute Scope 1 and 2 GHG emissions by 28% by 2030 from a 2019 base year, endorsed by the SBTi, and to achieve net-zero
Scope 1 and 2 GHG emissions across all operations by 2050. Concurrently, we announced new near-and long-term goals to
demonstrate our commitment to environmental sustainability as described in our 2021 Corporate Responsibility Report. Based on our
current estimates and asset base, we do not expect these commitments to materially impact our operating results and financial
condition.
As a long-term owner, operator, and developer of real estate, we acknowledge the potential for climate change to have a material
impact on our properties, people, and long-term success. Regency wants to ensure that our properties can safely, sustainably, and
responsibly withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by
conducting ongoing property-level analysis. We continue our efforts to understand and address the risks that climate change may pose
to our business.
Compliance with Governmental Regulations
We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such
requirements may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our
operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.
4
REIT Laws and Regulations
We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income
tax on taxable income that we distribute to our 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.
Information About Our 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, 2022, included the following:
Name
Martin E. Stein, Jr.
Lisa Palmer
Michael J. Mas
James D. Thompson
Age
70
55
47
67
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, a 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.
Mr. Thompson previously served as our Executive Vice President of Operations since 2016 and Managing
Director - East since 1993. As previously announced, Mr. Thompson retired from the Company as of December
31, 2022 and effective January 1, 2023, he was succeeded by the following members of senior management:
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Mr. Alan Roth, age 47, now Executive Vice President, National Property Operations and East Region President, was
formerly Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast
Region since 2016. Other positions held since joining the Company in 1997 include Senior Vice President and Senior
Market Officer of the Mid-Atlantic and Northeast Portfolio, and Vice President and Regional Officer. Mr. Roth is
responsible for operations strategy and processes nationally, as well as overseeing execution of the operations and
investment strategies in our Northeast and Southeast regions.
Mr. Nick Wibbenmeyer, age 42, now Executive Vice President, West Region President, was formerly Senior Managing
Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region,
respectively. Other positions held since joining the Company in 2005 include Senior Vice President and Senior Market
Officer, Vice President and Market Officer, and Vice President of Investments. Mr. Wibbenmeyer is responsible for
investment and development strategy and processes nationally, as well as overseeing execution of the operations and
investment strategies in our West and Central regions.
5
Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. All of our filings with the SEC can be accessed free of charge through our
website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent
annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all
related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at
www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other
report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"), 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 Company's common stock is listed on the NASDAQ Global Select Market and trades under the stock symbol "REG".
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.
Annual Meeting of Shareholders
Our 2023 annual meeting of shareholders is currently expected to be held on Wednesday, May 3, 2023, and will be conducted in a
virtual-only format to the extent permitted by applicable law.
Non-GAAP Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP
measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures
provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial
condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior
periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning
purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to
determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they
supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation
of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized
in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and
income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations,
reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP
measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our
operational results, and are included in this document:
(cid:120)
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.
(cid:120) 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.
(cid:120)
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.
6
(cid:120)
(cid:120)
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Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts
("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax
expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi)
adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.
Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as
net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus
depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit
FFO for all periods presented in accordance with Nareit's definition.
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions.
Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a
performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased,
rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our
financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO
is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from
operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows
from operations. We provide a reconciliation of Net income attributable to common stockholders to Nareit FFO.
Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and
other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease
income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization,
tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which
excludes both termination fee income and expenses.
Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in
Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that
distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance
program, are part of Non-Same Property.
(cid:120) 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.
(cid:120)
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 our reported results under
GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain
other non-GAAP measures, makes comparison of our operating results to those of other REITs more meaningful. The Pro-
rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental
details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the
assets, liabilities, and operating results of the properties in our portfolio
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more
accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our
portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and
liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss
allocations and distributions of cash flows according to the operating agreements, which generally provide for such
allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to
prepare our Pro-rata share.
7
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, if applicable.
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.
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
8
Item 1A. Risk Factors
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering
an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and
submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors
actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be
materially adversely affected.
Risk Factors Related to the Current Economic Environment
Continued rising interest rates in the current economic environment may adversely impact our cost to borrow, real estate
valuation, and stock price.
On multiple occasions during 2022, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its
benchmark federal funds rate, which has led to numerous increases in interest rates in the credit markets. The U.S. Federal Reserve
may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets. Additionally, U.S.
government policies implemented to address inflation, including actions by the U.S. Federal Reserve to increase interest rates, may
negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.
Rising interest rates adversely impact our cost of borrowing. Our exposure to increases in interest rates in the short term includes our
variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes
payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-
rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt.
Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in the
decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on
favorable terms through sales of our common shares, including through our At the Market ("ATM") program.
Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of
capital may also adversely affect our future business plans and growth, at least in the near term.
Current economic challenges, including the potential for recession, may adversely impact our tenants and our business.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly
impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation,
labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices
and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market
conditions in the United States, including the potential for a recession.
These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or
higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The
aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in
decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or
renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant
buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.
Risk Factors Related to Pandemics or other Health Crises
Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants' financial condition, the
profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business,
results of operations, cash flows and financial condition.
In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or
prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate.
As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic
environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal
restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent. Should
federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health
crises, tenants could request rent concessions or seek to renegotiate future rents.
9
In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in
physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts.
These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased
demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as
downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply
chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer
for new tenants to open and operate.
Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet
their lease obligations could be negatively impacted by the disruptions and uncertainties of a new virus strain of COVID-19 or any
future pandemic or other health crisis. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to
governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and
ultimately, their ability to comply with their lease obligations. Our future results of operations and overall financial performance
could be uncertain should a new virus strain of COVID-19, or future pandemics or other health crises occur.
Risk Factors Related to Operating Retail-Based Shopping Centers
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow,
and increase our operating expenses.
Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense
recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market
conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not
renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs
for renovations or concessions. The economic and market conditions potentially affecting the retail industry and our properties
specifically include the following:
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(cid:120)
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(cid:120)
(cid:120)
(cid:120)
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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 that could impact
more traditional retail;
labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including continuing disruptions
to global supply chains as a result of the 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
other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as
criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.
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.
10
Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside
pick-up may adversely impact our revenues, results of operations, and cash flows.
Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including shopping from home and the
delivery or curbside pick-up of items ordered online. Retailers are considering these customer buying habits and other trends when
making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail
environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be
purchased online; however, the continuing change in customer buying habits, including increase in e-commerce sales in all retail
categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our
grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at
our centers. These alternative delivery methods are more likely to impact foot traffic at our centers in certain higher-income markets
where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also
impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact
their ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of
operations and cash flows.
Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our
revenues and cash flow.
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our
properties in California and Florida represent 26.0% and 21.3%, respectively, of our annualized base rent. Our revenues and cash
flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space,
deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and
residents in major metropolitan cities may relocate to different states or suburban markets.
Our success depends on the continued presence and success of our "anchor" tenants.
"Anchor Tenants" (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant
portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property.
Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a
significant Anchor Tenant:
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(cid:120)
becomes bankrupt or insolvent;
experiences a downturn in its business;
shifts its capital allocation away from brick and mortar formats;
(cid:120) materially defaults on its leases;
(cid:120)
(cid:120)
(cid:120)
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" (spaces 10,000 square feet or more), including space that may be
owned by the anchor (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the
loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy
clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy
clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they
may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more
commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same
shopping center.
Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is within or immediately
adjacent to our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of
the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space
becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.
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A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants
are not successful, or if the demand for the types or mix of tenants significantly change.
At December 31, 2022, tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent.
Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to negative
economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to
capital than other tenants. As such, in the event of such changing conditions, habits and trends, they may suffer disproportionately
greater impacts and be at greater risk of lease default than other tenants.
We may be unable to collect balances due from tenants in bankruptcy.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or
all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to
the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is
likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur
significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases
in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may
not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease
income decreases.
Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area
expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general
economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they
may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently
to fully offset such circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows,
operating results and financial performance may be adversely impacted.
Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have a material
negative effect on us.
All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that
buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers,
and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both.
While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically
under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than
anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may
be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and
building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance
with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.
Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be
recoverable which may result in impairment. We evaluate whether there are any indicators, including declines in property operating
performance and general market conditions, such that the value of the real estate properties (including any related tangible or
intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes
several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and
assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective
in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or
changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may
result in an impairment loss and such loss may be material to our financial condition or operating performance.
12
The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market
data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach.
Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand,
competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of
undeveloped land, we generally use market data and comparable sales information.
These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate
negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in
the future related to our assets.
We face risks associated with development, redevelopment, and expansion of properties.
We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development
and redevelopment activities 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:
(cid:120) we may be unable to lease developments or redevelopments to full occupancy on a timely basis;
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the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or not profitable
enough to meet our investment return expectations;
actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not profitable enough to
meet our investment return expectations;
delays in the development or construction process may increase our costs;
construction cost increases may reduce investment returns on development and redevelopment opportunities;
(cid:120) 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 NOI; and
changes in the level of future development and redevelopment activity may adversely impact our results of 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.
If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks
to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for
residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate
than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop
that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.
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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.
13
We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading
anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The
acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may
adversely affect our results of operations and cash flows:
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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;
(cid:120) we may not recover our costs from an unsuccessful acquisition;
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our acquisition activities may distract or strain our management capacity; and
(cid:120) 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. Macro-economic events, pandemics and other health crises may impact our ability to sell
properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our
properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other
conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and
terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be
less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail
environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property,
we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property
will be attractive at the relevant time or even exceed the carrying value of our investment.
Changes in tax laws could impact our acquisition or disposition of real estate.
Certain properties we own have a low tax basis, which may result in a meaningful taxable gain on sale. We utilize, and intend to
continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there
can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws
do not eliminate the benefits of effectuating 1031 exchanges, or significantly change the requirements for a transaction to qualify for
1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges, we may be required to distribute the gain
proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.
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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 frequency and intensity and
rising sea-levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For
example, climate and other environmental changes may result in volatile or decreased demand for retail space at certain of our
properties, reduced rent or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect
effects on our business by increasing the cost of insurance or making insurance unavailable. 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 additional investments in or for our existing properties, resulting in increased capital expenditures and
operating costs, implement new or additional processes and controls to facilitate compliance, and/or pay additional energy, insurance,
taxes and related fees and costs. At this time, there can be no assurance that we can anticipate all potential material impacts of climate
change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in
the future.
Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather
conditions and climate change.
A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes,
wildfires, sea-level rise, and other natural disasters. At December 31, 2022, 20.6% 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, 22.4% and 7.8% of the
GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have
increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We
recognize that the frequency and / or intensity of extreme weather events, 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 adversely impact our financial performance and reduce our cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate
the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas
stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew
of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce
our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our
ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all
potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby
properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their
interpretation, will not result in additional material environmental liabilities to us.
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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, we do not
participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate
operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot
guaranty that we will be able to score well in the future. We supplement our participation in ratings systems with published
disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, as noted above,
the SEC is currently evaluating potential new regulations that could impose additional ESG disclosure and other compliance
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 adversely impact us when investors compare us against similar companies in our
industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our
ability to raise capital.
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. Should a loss occur at any of our properties that is in excess of the
property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property,
which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock
and unit holders.
Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage,
destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and
adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their
businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Failure to attract and retain key personnel may adversely affect our business and operations.
The success of our business depends, in part, on the leadership and performance of our executive management team and other key
personnel, and our ability to attract, retain and motivate talented and diverse employees may significantly impact our future
performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive
management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these
positions in the future. Losing any key personnel may have an adverse effect on us.
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The unauthorized access, use, theft or destruction of tenant or employee personal, financial, or other data or of Regency's
proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our
reputation and brand and expose us to potential liability and loss of revenues.
Many of our information technology systems (including those we use for administration, accounting, and communications, as well as
the systems of our co-investment partners and other third-party business partners and service providers, whether cloud-based or hosted
in proprietary servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of
our information technology systems also contain our proprietary information and other confidential information related to our
business. We are frequently subject to attempts to compromise our information technology systems. To the extent we or a third party
were to experience a material breach of our or such third party's information technology systems that results in the unauthorized
access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such
systems, including through cyber-attacks or other external or internal methods, such a breach may damage our reputation and cause us
to lose tenants, employees, 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. Despite planning, preparation, and
preventative measures, 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.
Despite the implementation of security measures for our disaster recovery and business continuity plans, our systems are vulnerable to
damage from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters,
terrorism, war, and telecommunication failure. Any system failure or accident that causes 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. However,
these investments, and other future similar investments may involve risks that would not be present were a third party not involved,
including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to
fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that
are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or
objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale
or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes
between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or
potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with
the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition,
we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we
receive from such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make
distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property
management, leasing and construction management fees from these partnerships as well as the operating income of the properties,
which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our
partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution
provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby
losing the operating income and cash flow.
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Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market
capitalization rates and lower NOI at our properties which may dilute earnings.
As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those
with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new
developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in
interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse
impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher
distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.
We depend on external sources of capital, which may not be available in the future on favorable terms or at all.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT
taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future
capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not
be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the
market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit
rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to
us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance
existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional
equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase
our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and
proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real
estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business
with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our
distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a
certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to
generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our
debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at
unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make
required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial
ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational
flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the
breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment
default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the
lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under
certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our
financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our
credit facility, term loan, and certain secured borrowings. As of December 31, 2022, 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.
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Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not
yield the economic benefits we anticipate, which may adversely affect us.
We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such
as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be
effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for
hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire
to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the
hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of
operations.
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities.
The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of
our control, including:
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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;
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 capital in the public
markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
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There is no assurance that we will continue to pay dividends at current or historical rates.
Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of
factors, including, among others, the following:
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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 Related to the Company's Qualification as a REIT
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at
regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that
the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a
REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT
requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis
of various factual matters and circumstances, some of which may not be totally within our control and some of which involve
questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive
sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a
court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to
distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be
subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any
amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our
ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold
many of our assets through 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.
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Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified
dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at
ordinary income tax rates. 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. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are
individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-
REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading
price of the Parent Company's capital stock.
Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common
stock if we do not qualify as a "domestically controlled" REIT.
A foreign person, other than a "qualified shareholder" or a "qualified foreign pension fund," as each is defined for purposes of the
Code, disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real
property interests is generally subject to U.S. federal income tax on 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 stockholder’s disposition of our stock,
less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to qualify
as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to
U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at
any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.
We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax
consequences to any specific holder of our stock. Foreign persons should inform themselves as to the U.S. tax consequences, and the
tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase,
ownership, and disposition of shares of our common stock.
Legislative or other actions affecting REITs may have a negative effect on us or our investors.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the
IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect
the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our
investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively
affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax
consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other
laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment
in such other entities more attractive relative to an investment in a REIT.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction does not
constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging
transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of
hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-
qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise
advantageous hedging techniques or implement those hedges through a TRS.
Risk Factors Related to the Company's Common Stock
Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a
change in control.
Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's
articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in
control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the
opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to
assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.
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The issuance of the Parent Company's capital stock may delay or prevent a change in control.
The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock
and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of
preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the
Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring
party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions,
capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees.
In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and
other factors.
In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our
stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including
preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The
terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For
example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the
happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation
preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
Item 1B. Unresolved Staff Comments
None.
22
Item 2. Properties
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for consolidated properties (excludes properties owned by unconsolidated co-investment partnerships):
December 31, 2022
December 31, 2021
Location
Florida
California
Texas
Georgia
New York
Connecticut
Colorado
North Carolina
Washington
Ohio
Massachusetts
Oregon
Illinois
Virginia
Pennsylvania
Missouri
Tennessee
New Jersey
Maryland
Minnesota
Indiana
Delaware
Michigan
South Carolina
District of Columbia
Total
Number of
Properties
88
53
25
22
16
14
13
10
10
8
8
7
6
6
4
4
3
2
2
2
1
1
1
1
1
308
GLA (in
thousands)
10,783
8,204
3,239
2,120
1,953
1,452
1,097
1,222
963
1,224
897
742
1,085
939
443
408
314
573
250
246
279
230
97
51
23
38,834
Percent of
Total GLA
Percent
Leased
27.8%
21.1%
8.3%
5.5%
5.0%
3.7%
2.8%
3.2%
2.5%
3.2%
2.3%
1.9%
2.8%
2.4%
1.1%
1.1%
0.8%
1.5%
0.6%
0.6%
0.7%
0.6%
0.3%
0.1%
0.1%
100.0%
95.1%
93.9%
98.0%
92.9%
89.0%
91.1%
96.6%
98.2%
97.3%
96.7%
97.6%
94.6%
94.9%
93.4%
98.7%
99.5%
99.1%
89.2%
94.4%
100.0%
100.0%
94.5%
74.0%
100.0%
85.8%
94.8%
Number of
Properties
89
53
25
22
15
14
13
10
9
8
8
7
6
6
3
4
3
1
2
—
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
1,085
939
326
408
314
219
320
—
279
228
97
51
—
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%
2.9%
2.5%
0.9%
1.1%
0.8%
0.6%
0.8%
0.0%
0.7%
0.6%
0.3%
0.1%
0.0%
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%
94.8%
90.8%
97.1%
100.0%
98.3%
98.1%
82.0%
0.0%
100.0%
93.2%
74.0%
100.0%
0.0%
94.0%
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $23.95 and $23.17
per square foot ("PSF") as of December 31, 2022 and 2021, respectively.
23
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for unconsolidated properties (properties owned by our unconsolidated co-investment partnerships):
December 31, 2022
December 31, 2021
Location
California
Virginia
Maryland
North Carolina
Washington
Colorado
Pennsylvania
Florida
Texas
Illinois
Minnesota
New Jersey
Indiana
Connecticut
New York
Oregon
South Carolina
Delaware
District of Columbia
Total
Number of
Properties
17
15
9
7
7
6
6
6
5
4
3
3
2
1
1
1
1
1
1
96
GLA (in
thousands)
2,320
2,082
849
1,197
874
858
669
663
742
690
423
224
139
186
141
93
80
64
17
12,311
Percent of
Total GLA
Percent
Leased
18.9%
16.9%
6.9%
9.7%
7.1%
7.0%
5.4%
5.4%
6.0%
5.6%
3.4%
1.8%
1.1%
1.5%
1.2%
0.8%
0.7%
0.5%
0.1%
100.0%
97.4%
93.9%
96.3%
95.5%
97.4%
93.3%
84.5%
99.4%
94.4%
91.9%
98.3%
81.8%
82.9%
98.1%
100.0%
97.7%
96.7%
100.0%
100.0%
94.8%
Number of
Properties
18
15
10
8
7
6
6
7
5
3
5
4
2
1
1
1
1
1
2
103
GLA (in
thousands)
2,644
2,082
1,069
1,270
874
851
669
811
691
575
668
353
139
186
141
93
80
64
40
13,300
Percent of
Total GLA
Percent
Leased
19.9%
15.7%
8.0%
9.5%
6.6%
6.4%
5.0%
6.1%
5.2%
4.3%
5.0%
2.7%
1.0%
1.4%
1.1%
0.7%
0.6%
0.5%
0.3%
100.0%
91.9%
93.7%
94.9%
96.1%
98.4%
90.8%
84.6%
97.4%
95.5%
97.4%
97.5%
92.6%
75.8%
96.4%
100.0%
100.0%
100.0%
89.7%
91.8%
93.9%
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $23.15 and
$22.37 PSF as of December 31, 2022 and 2021, respectively.
24
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, 2022, based upon a percentage of total annualized base rent (GLA and dollars in
thousands):
Tenant
Publix
Kroger Co.
Albertsons Companies, Inc.
Amazon/Whole Foods
TJX Companies, Inc.
CVS
Ahold Delhaize
L.A. Fitness Sports Club
Trader Joe's
JPMorgan Chase Bank
Ross Dress For Less
Nordstrom
Gap, Inc.
Starbucks
H.E. Butt Grocery Company
Wells Fargo Bank
JAB Holding Company
Petco Health and Wellness Company, Inc.
Target
Bank of America
Kohl's
Best Buy
Walgreens Boots Alliance
Bed Bath & Beyond Inc.
Ulta
AT&T, Inc.
Dick's Sporting Goods, Inc.
Life Time
Xponential Fitness
Top Tenants
Percent of
Company
Owned GLA
Annualized
Base Rent
Percent of
Annualized
Base Rent
Number of
Leased Stores
GLA
2,876
2,987
1,920
1,185
1,457
663
473
474
282
139
534
308
250
138
482
130
168
286
654
119
526
259
230
325
172
109
274
111
118
17,649
7.0% $
7.3%
4.7%
2.9%
3.6%
1.6%
1.2%
1.2%
0.7%
0.3%
1.3%
0.8%
0.6%
0.3%
1.2%
0.3%
0.4%
0.7%
1.6%
0.3%
1.3%
0.6%
0.6%
0.8%
0.4%
0.3%
0.7%
0.3%
0.3%
43.3% $
31,679
30,438
29,144
25,756
25,129
15,606
12,003
9,989
9,595
9,050
8,775
8,398
7,810
7,776
7,376
7,039
6,904
6,807
6,790
6,778
6,247
6,027
5,684
5,538
5,161
4,929
4,832
4,700
4,631
320,591
3.2%
3.1%
3.0%
2.6%
2.6%
1.6%
1.2%
1.0%
1.0%
0.9%
0.9%
0.9%
0.8%
0.8%
0.8%
0.7%
0.7%
0.7%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.5%
0.5%
0.5%
0.5%
0.5%
32.8%
67
53
46
36
63
56
13
13
28
45
24
9
21
88
6
46
60
30
6
40
7
8
21
11
19
56
4
1
72
949
Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater
than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of
Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration.
Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common
area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered.
25
The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our consolidated and
unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under
Leases in thousands):
Lease
Expiration
Year
(1)
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Thereafter
Total
Number of
Tenants with
Expiring Leases
Pro-rata
Expiring GLA
Percent of Total
Company GLA
In Place Annual Base
Rent Expiring
Under Leases
Percent of In
Place Annual
Base Rent
Pro-rata Expiring
Average Annual
Base Rent PSF
171
930
1,211
1,193
1,058
1,196
659
341
285
332
454
356
8,186
85
2,803
5,571
5,117
4,998
5,725
3,930
2,055
1,895
1,546
1,695
4,908
40,328
0.2% $
7.0%
13.8%
12.7%
12.4%
14.2%
9.7%
5.1%
4.7%
3.8%
4.2%
12.2%
100.0% $
1,275
72,559
128,039
123,403
120,059
136,987
98,400
44,765
46,163
42,393
46,320
97,645
958,008
0.1% $
7.6%
13.4%
12.9%
12.5%
14.3%
10.3%
4.7%
4.8%
4.4%
4.8%
10.2%
100.0% $
15.03
25.88
22.98
24.12
24.02
23.93
25.04
21.79
24.36
27.42
27.32
19.89
23.76
(1) Leases currently under month-to-month rent or in process of renewal.
During 2023, we have a total of 930 leases expiring, representing 2.8 million square feet of GLA. These expiring leases have an
average base rent of $25.88 PSF. The average base rent of new leases signed during 2022 was $32.47 PSF. During periods of
economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on
new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power,
which generally results in rental rate growth on new and renewal leases.
Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially
among successful business operators and growing innovative business concepts. However, inflationary challenges and the potential
for an economic recession could result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs.
26
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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
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."
As of February 06, 2023, there were 87,993 holders of our common stock.
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 our operating results, our
financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT
provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In
order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to
make annual distributions equal to at least 90% of our real estate investment trust taxable income for the taxable year. Under certain
circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such
requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends
automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of
shareholders or may issue new common stock to such stockholders.
Under the revolving credit agreement of our Line, 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, 2022.
The following table represents information with respect to purchases by Regency of its common stock by months during the three
month period ended December 31, 2022:
Period
October 1, 2022, through
October 31, 2022
November 1, 2022, through
November 30, 2022
December 1, 2022, through
December 31, 2022
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)
169
—
—
— $
— $
— $
54.36
$
— $
— $
174,607,162
174,607,162
174,607,162
(1) Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's
Long-Term Omnibus Plan.
(2) On February 3, 2021, our Board authorized a common share repurchase program (Authorized Repurchase Program) under which we could
purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases, and/or
in privately negotiated transactions. Any shares purchased, if not retired, would be treated as treasury shares. During the year ended December
31, 2022, 1.3 million shares were repurchased and retired under this program, and $174.6 million remained available for repurchase. This
previously authorized program expired on February 3, 2023. On February 8, 2023, our Board authorized a new common share repurchase
program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open
market purchases, and/or in privately negotiated transactions. The timing and price of share repurchases, if any, will be dependent upon market
conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. This new authorization will expire
February 7, 2025, unless modified or earlier terminated by the Board.
38
The performance graph furnished below shows Regency's cumulative total stockholder return relative to the S&P 500 Index, the FTSE
Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2017. The following
performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any
other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
Regency Centers Corporation
S&P 500
FTSE NAREIT Equity REITs
FTSE NAREIT Equity Shopping Centers
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
$
100.00
100.00
100.00
100.00
87.98
95.62
95.38
85.45
98.03
125.72
120.17
106.84
74.59
148.85
110.56
77.31
127.84
191.58
158.36
127.60
110.51
156.89
119.78
111.60
Item 6. [Reserved]
39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executing on our Strategy
During the year ended December 31, 2022, we had Net income attributable to common stockholders of $482.9 million, which includes
gains on sale of real estate of $109.0 million, as compared to $361.4 million during the year ended December 31, 2021.
During the year ended December 31, 2022:
(cid:120) Our Pro-rata same property NOI, excluding termination fees, grew 2.9%, primarily attributable to continued improvement in
collections of lease income from cash basis tenants, combined with improvements in base rent from increases in year over
year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.
(cid:120) We executed 1,981 new and renewal leasing transactions representing 7.3 million Pro-rata SF with positive trailing 12 month
rent spreads of 7.4% during 2022, compared to 1,979 leasing transactions representing 7.0 million Pro-rata SF with positive
trailing 12 month rent spreads of 5.5% in 2021. Rent spreads are calculated on all executed leasing transactions for
comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
(cid:120) At December 31, 2022, our total property portfolio was 94.8% leased while our same property portfolio was 95.1% leased,
compared to 94.1% and 94.3%, respectively, at December 31, 2021.
We continued our development and redevelopment of high quality shopping centers:
(cid:120)
(cid:120)
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $300.9 million
compared to $307.3 million at December 31, 2021.
Development and redevelopment projects completed during 2022 represented $122.0 million of estimated net project
costs, with an average stabilized yield of 7%.
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
(cid:120) During April 2022, we settled and issued 984,618 common shares under forward sale agreements at a weighted-average price
of $65.78, before any underwriting discount and offering expenses. Net proceeds received at settlement were approximately
$61.3 million and were used to fund acquisitions.
(cid:120) During June 2022, we executed multiple trades to purchase 1,294,201 common shares under the Authorized Repurchase
Program for a total of $75.4 million at a weighted average price of $58.25 per share. All repurchased shares were retired on
the respective settlement dates.
(cid:120) We have no unsecured debt maturities until 2024 and just over $110 million of secured mortgage maturities in 2023,
including mortgages within our real estate partnerships.
(cid:120) At December 31, 2022, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 5.0x compared to
5.1x at December 31, 2021.
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 (spaces (cid:1096) 10,000 SF)
Shop Space (spaces < 10,000 SF)
December 31, 2022
December 31, 2021
94.8%
96.8%
91.5%
94.1%
97.0%
89.2%
Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2022.
40
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 (totals as a weighted-average PSF):
Anchor Space Leases
New
Renewal
Total Anchor Space Leases
Shop Space Leases
New
Renewal
Total Shop Space Leases
Total Leases
Anchor Space Leases
New
Renewal
Total Anchor Space Leases
Shop Space Leases
New
Renewal
Total Shop Space Leases
Total Leases
Year Ended December 31, 2022
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work PSF
Leasing
Commissions
PSF
24
108
132
562
1,287
1,849
1,981
632
3,252
3,884
1,058
2,395
3,453
7,337
$
$
$
$
$
15.09
16.36
16.16
37.55
35.94
36.44
25.70
$
$
$
$
$
Year Ended December 31, 2021
24.36
1.07
4.86
36.17
1.66
12.23
8.33
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work 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
$
$
$
$
$
44.50
0.56
8.68
28.77
1.62
9.92
9.28
$
$
$
$
$
$
$
$
$
$
5.32
0.23
1.06
11.48
0.77
4.05
2.47
Leasing
Commissions
PSF
6.18
0.21
1.31
10.87
0.79
3.87
2.54
The weighted-average base rent PSF on signed Shop Space leases during 2022 was $36.44 PSF, which is higher than the weighted
average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $34.76 PSF. New and renewal rent
spreads, as compared to prior rents on these same spaces leased, were positive at 7.4% for the 12 months ended December 31, 2022, as
compared to 5.5% for the 12 months ended December 31, 2021.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly
impacted by many current economic challenges, which increase their cost of doing business, including, but not limited to, inflation,
labor shortages, supply chain constraints, increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical
risks create challenges that may exacerbate current market conditions in the United States.
These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as
well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges
may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn,
could result in downward pressure on rents that we are able to charge to new or renewing tenants, such that future spreads could be
adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and
supply and availability of both may become more limited.
41
Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2. Properties"
of this Report. We seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent,
the following table summarizes our most significant tenants, of which four of the top five are grocers:
Anchor
Publix
Kroger Co.
Albertsons Companies, Inc.
Amazon/Whole Foods
TJX Companies, Inc.
(1)
December 31, 2022
Percentage of
Company-
owned GLA (1)
Percentage of
Annual
Base Rent (1)
Number of
Stores
67
53
46
36
63
7.0%
7.3%
4.7%
2.9%
3.6%
3.2%
3.1%
3.0%
2.6%
2.6%
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by
anchors.
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping
behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and
opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, tenant
diversification, replacing weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive
customer traffic, and maintaining our presence in suburban trade areas with compelling demographic populations benefiting from high
levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively
impact our existing tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file bankruptcy generally have the legal right to reject any or
all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only
to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it
is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur
significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a
significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant
reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an
aggregate of 0.5% of our annual base rent on a Pro-rata basis.
Results from Operations
The United States is currently experiencing high levels of inflation. Inflation, as well as other ongoing changes in economic
conditions such as labor shortages, employee retention costs, increased material and shipping costs, higher interest rates, 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 operations by
requiring tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance,
and utilities at our centers. Over half of our leases are for terms of less than ten years, primarily for Shop Space, which permits us to
seek increased rents upon re-rental at market rates. However, our success in passing 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 limit our ability to grow base rent as tenants
look to manage their total occupancy costs.
42
Comparison of the years ended December 31, 2022 and 2021:
Revenues changed as summarized in the following table:
(in thousands)
Lease income
Base rent
Recoveries from tenants
Percentage rent
Uncollectible lease income
Other lease income
Straight-line rent
Above / below market rent amortization
Total lease income
Other property income
Management, transaction, and other fees
Total revenues
2022
2021
Change
$
821,755
280,658
9,635
13,841
14,748
24,272
22,543
$ 1,187,452
10,719
25,851
$ 1,224,022
765,941
258,596
6,601
23,481
16,021
18,189
24,539
1,113,368
12,456
40,337
1,166,161
55,814
22,062
3,034
(9,640)
(1,273)
6,083
(1,996)
74,084
(1,737)
(14,486)
57,861
Lease income increased $74.1 million, driven by the following contractually billable components of rent to the tenants per the lease
agreements:
(cid:120)
$55.8 million increase from billable Base rent, as follows:
(cid:82)
(cid:82)
(cid:82)
$19.4 million increase from acquisitions of operating properties;
$1.5 million increase from rent commencing at development properties; and
$42.3 million net increase from same properties, including a $13.8 million increase related to our acquisition and
resulting consolidation of the 11 properties previously held in unconsolidated partnerships during 2021 and a
portion of 2022, and a $28.5 million net increase in the remaining same properties due to increases from occupancy,
rent steps in existing leases, and positive rental spreads on new and renewal leases, as well as redevelopment
projects completing and operating; partially offset by
(cid:82)
$7.3 million decrease from the sale of operating properties.
$22.1 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate 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, from the following:
(cid:82)
(cid:82)
(cid:82)
$8.5 million increase from acquisitions of operating properties and rent commencing at development properties; and
$15.8 million net increase from same properties due to higher operating costs in the current year and greater
recovery of those expenses from tenants; partially offset by
$2.2 million decrease from the sale of operating properties.
$3.0 million increase in Percentage rent primarily due to improved tenant sales.
$9.6 million decrease from changes in Uncollectible lease income.
(cid:120)
(cid:120)
(cid:120)
(cid:82)
(cid:82)
During 2022, Uncollectible lease income was a net positive $13.8 million driven by $18.7 million in collections of
prior year reserves on cash basis tenants partially offset by $4.9 million in reserve recognition on current year
billings.
During 2021, Uncollectible lease income was a net positive $23.5 million driven by $42.0 million in collections of
prior year reserves on cash basis tenants partially offset by $18.5 million in reserve recognition on current year
billings.
(cid:120)
$1.3 million decrease in Other lease income primarily due to a decrease in lease termination fees.
43
(cid:120)
$6.1 million increase in Straight-line rent.
(cid:82)
(cid:82)
During 2022, Straight-line rent was $24.3 million, driven by $11.8 million of new straight-line rents and $14.8
million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $2.3
million of uncollectible straight-line rents on cash basis tenants.
During 2021, Straight-line rent was $18.2 million, driven by $13.0 million of new straight-line rents and $11.4
million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $6.2
million of uncollectible straight-line rents on cash basis tenants.
(cid:120)
$2.0 million decrease in Above and below market rent primarily from same properties driven by the timing of lease
activity on acquired in-place tenant leases.
Other property income decreased $1.7 million primarily due to a decrease in settlements, which were higher in 2021.
Management, transaction, and other fees decreased $14.5 million primarily due to $13.6 million of promote income recognized during
2021 for our performance as managing member of the USAA partnership, as well as a decrease in asset and property management fees
resulting from a smaller portfolio of properties within our co-investment partnerships following the sale of several properties to third
parties or the purchase and consolidation by Regency.
Changes in our operating expenses are summarized in the following table:
(in thousands)
Depreciation and amortization
Property operating expense
Real estate taxes
General and administrative
Other operating expenses
Total operating expenses
2022
319,697
196,148
149,795
79,903
6,166
751,709
$
$
2021
303,331
184,553
142,129
78,218
5,751
713,982
Change
16,366
11,595
7,666
1,685
415
37,727
Depreciation and amortization costs increased $16.4 million, on a net basis, as follows:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
$830,000 increase from development properties where tenant spaces became available for occupancy, partially offset by
decreases in corporate asset depreciation;
$13.7 million increase from acquisitions of operating properties; and
$4.1 million increase from same properties, primarily related to redevelopment projects; partially offset by
$2.3 million decrease from the sale of operating properties.
Property operating expense increased $11.6 million, on a net basis, as follows:
(cid:120)
(cid:120)
(cid:120)
$804,000 increase from development properties where tenant spaces became available for occupancy;
$5.3 million increase from acquisitions of operating properties; and
$9.4 million net increase from same properties, including $3.1 million increase related to our acquisition and resulting
consolidation of the eleven properties previously held in unconsolidated partnerships during 2021 and a portion of 2022,
with the remaining increase primarily attributable to higher insurance premiums, increases in costs associated with general
property maintenance and tenant utilities as our centers return to customary operating levels, and additional management
fees; partially offset by
(cid:120)
$3.9 million decrease from the sale of operating properties.
Real estate taxes increased $7.7 million, on a net basis, as follows:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
$680,000 increase from developments where capitalization ceased and spaces became available for occupancy;
$4.7 million increase from acquisitions of operating properties; and
$4.4 million increase at same properties, including a $2.4 million increase related to our acquisition and resulting
consolidation of the eleven properties previously held in unconsolidated partnerships during 2021 and a portion of 2022;
partially offset by
$2.1 million decrease from the sale of operating properties.
44
General and administrative costs increased $1.7 million, on a net basis, as follows:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
$8.2 million net increase in compensation costs primarily driven by performance based incentive compensation and
annual base salary increases;
$3.7 million net increase in other corporate overhead costs primarily driven by travel and entertainment returning to
customary levels post-pandemic; and
$449,000 increase due to lower development overhead capitalization based on the status and progress of our development
and redevelopment projects; partially offset by
$10.7 million net decrease due to changes in the value of participant obligations within the deferred compensation plan,
attributable to changes in market values of those investments, reflected within Net investment income.
The following table presents the components of Other expense (income):
(in thousands)
Interest expense, net
Interest on notes payable
Interest on unsecured credit facilities
Capitalized interest
Hedge expense
Interest income
Interest expense, net
Provision for impairment of real estate
Gain on sale of real estate, net of tax
Net investment (income) loss
Total other expense (income)
2022
2021
Change
$
$
148,803
2,058
(4,166)
438
(947)
146,186
—
(109,005)
6,921
44,102
147,439
2,119
(4,202)
438
(624)
145,170
84,389
(91,119)
(5,463)
132,977
1,364
(61)
36
—
(323)
1,016
(84,389)
(17,886)
12,384
(88,875)
The $1.0 million net increase in interest expense was primarily driven by an increase in mortgage interest expense from assumed loans
on recently acquired properties. We expect that refinancing our debt at maturity or borrowing on our variable rate Line, in the current
interest rate environment, could result in higher interest expense in future periods if interest rates remain elevated.
During 2021, we recognized $84.4 million of impairment losses resulting from the impairment of two operating properties.
During 2022, we recognized gains on sale of $109.0 million from five land parcels and two operating properties. During 2021, we
recognized gains on sale of $91.1 million from five land parcels and six operating properties.
Net investment income decreased $12.4 million, to a Net investment loss of $6.9 million, primarily driven by unrealized losses during
2022 of investments held in the non-qualified deferred compensation plan and our captive insurance company. There is an offsetting
$10.7 million benefit in General and administrative costs related to participant obligations within the deferred compensation plans.
Equity in income of investments in real estate partnerships changed as follows:
(in thousands)
GRI - Regency, LLC ("GRIR")
Equity One JV Portfolio LLC ("NYC") (1)
Columbia Regency Retail Partners, LLC ("Columbia I")
Columbia Regency Partners II, LLC ("Columbia II")
Columbia Village District, LLC
RegCal, LLC ("RegCal") (2)
US Regency Retail I, LLC ("USAA") (3)
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
2022
2021
Change
$
$
35,819
9,173
1,817
1,735
1,669
4,499
—
5,112
59,824
34,655
315
1,976
10,987
1,522
2,058
631
(5,058)
47,086
1,164
8,858
(159)
(9,252)
147
2,441
(631)
10,170
12,738
(1)
(2)
(3)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to is members.
Dissolution will follow final distributions, which are expected in 2023.
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase
price of $88.5 million; therefore, results following the date of acquisition are included in consolidated results. A single
operating property remains within RegCal, LLC, at December 31, 2022.
On August 1, 2021, we acquired our partner's 80% interest in the seven properties held in the USAA partnership; therefore,
results following the date of acquisition are included in consolidated results.
45
The $12.7 million increase in our Equity in income of investments in real estate partnerships was largely attributable to the following
changes:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
$1.2 million increase within GRIR, primarily due to an increase in base rent across the portfolio from higher occupancy
and rent growth;
$8.9 million increase within NYC, primarily due to gains on the sale of two operating properties during 2022, as well as
an increase from the loss on sale of an operating property during 2021;
$9.3 million decrease within Columbia II, primarily due to gains on sale of one operating property during 2021;
$2.4 million increase within RegCal, primarily due to gain on sale of one operating property during 2022; and
$10.2 million increase within Other investments in real estate partnerships, primarily from the impairment of a single
property partnership that sold during 2021.
The following represents the remaining components that comprise Net income attributable to 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
2022
488,035
(5,170)
482,865
2,105
484,970
$
$
$
2021
Change
366,288
(4,877)
361,411
1,615
363,026
121,747
(293)
121,454
490
121,944
Comparison of the years ended December 31, 2021 and 2020:
For a comparison of our results from operations for the years ended December 31, 2021 and 2020, see "Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on February 17, 2022.
Supplemental Earnings Information
We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these
measures improve the understanding of 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 measures to determine how best
to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Defined Terms" in
"Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP measures we
present in this Report.
We do not consider non-GAAP measures 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 measures is they may exclude significant expense and income items that are required by GAAP to be recognized in
our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and
income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations,
reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set
forth below. Non-GAAP measures should not be relied upon in evaluating our financial condition, results of operations, or future
prospects.
46
Pro-rata Same Property NOI:
Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
(in thousands)
Real estate revenues:
Base rent
Recoveries from tenants
Percentage rent
Termination fees
Uncollectible lease income
Other lease income
Other property income
Total real estate revenue
Real estate operating expenses:
Operating and maintenance
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
Real estate revenue increased $30.1 million, on a net basis, as follows:
2022
2021
Change
$
$
$
892,253
302,171
11,004
5,007
14,816
11,847
8,338
1,245,436
197,481
159,189
11,761
368,431
877,005
5,007
871,998
861,382
292,319
7,701
6,734
25,734
11,556
9,863
1,215,289
190,017
159,620
11,829
361,466
853,823
6,734
847,089
30,871
9,852
3,303
(1,727)
(10,918)
291
(1,525)
30,147
7,464
(431)
(68)
6,965
23,182
(1,727)
24,909
2.9%
Base rent increased $30.9 million due to increases from occupancy, rent steps in existing leases, and positive rental spreads on
new and renewal leases.
Recoveries from tenants increased $9.9 million due to increases in recoverable expenses and greater recovery rates from higher
average occupancy.
Percentage rent increased $3.3 million, primarily due to improved tenant sales.
Termination fees decreased $1.7 million primarily due to termination fees from several tenants at various properties during
2021, both wholly owned and within our partnerships.
Uncollectible lease income decreased $10.9 million primarily driven by the higher level of 2021 collections of previously
reserved amounts, which have continued but to a lesser degree in 2022.
Other property income decreased $1.5 million primarily due to a decrease in settlements from 2021.
Real estate operating expenses increased $7.0 million, on a net basis, as follows:
Operating and maintenance increased $7.5 million primarily due to increases in insurance and other reimbursable costs.
Same Property Roll-forward:
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 (1)
Developments that reached completion by beginning of earliest
comparable period presented
Disposed properties
SF adjustments (2)
Ending same property count
2022
Property
Count
393
—
1
(5)
—
389
2021
Property
Count
393
2
6
(8)
—
393
GLA
40,228
924
683
(420)
(121)
41,294
GLA
41,294
327
72
(195)
(115)
41,383
(1)
Includes an adjustment to GLA arising from the acquisition of our partners' share of properties previously held in the RegCal and
USAA partnerships, of which our previous ownership share was already included in our same property pool.
(2) SF adjustments arising from re-measurements or redevelopments.
47
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)
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
2022
2021
$
482,865
361,411
344,629
—
(121,835)
2,105
707,764
330,364
95,815
(100,499)
1,615
688,706
707,764
688,706
176
—
(11,327)
(14,155)
(21,434)
(184)
660,840
—
(13,589)
(13,534)
(5,965)
(23,889)
(565)
631,164
$
$
$
(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
$
2022
2021
$
482,865
25,851
51,090
319,697
79,903
6,166
44,102
35,824
5,170
896,786
(19,781)
877,005
361,411
40,337
46,860
303,331
78,218
5,751
132,977
53,119
4,877
852,487
1,336
853,823
(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. Also includes adjustments for earnings at the four and seven properties we acquired from our former unconsolidated
RegCal and USAA partnerships in 2022 and 2021, respectively, in order to calculate growth on a comparable basis for the periods
presented.
48
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 requirements, including monitoring our tenant rent collections.
We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the
requirements of our in process and planned developments, redevelopments, and other capital expenditures, and the repayment of debt.
We expect to meet these needs by using a combination of the following: cash flow from operations after funding our dividend,
borrowings from our Line, 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 securities or the
issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing
on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding.
We have no unsecured debt maturities in 2023, $250 million of unsecured debt maturing in 2024, and what we believe is 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 $66.5 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
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount
Available capacity (1)
Maturity (2)
(1) Net of letters of credit.
(2) The Company has the option to extend the maturity for two additional six-month periods.
December 31, 2022
$
$
$
$
500,000
350,363
1,250,000
1,240,619
March 23, 2025
The declaration of dividends is determined quarterly by our Board of Directors. On February 8, 2023, our Board of Directors declared
a common stock dividend of $0.65 per share, payable on April 5, 2023, to shareholders of record as of March 15, 2023. While future
dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of
distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal
income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During
the years ended December 31, 2022 and 2021, we generated cash flow from operations of $655.8 million and $659.4 million,
respectively, and paid $430.1 million and $404.9 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 2023, we estimate
that we will require capital during the next 12 months of approximately $351.4 million related to leasing commissions, tenant
improvements, in-process developments and redevelopments, capital contributions to our co-investment partnerships, and repaying
maturing debt. These capital requirements are being impacted by current levels of high inflation resulting in increased costs of
construction materials, labor, and services from third party contractors and suppliers. In response, we have implemented mitigation
strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued
challenges from permitting delays, labor shortages, and supply chain disruptions may extend the time to completion of these projects.
49
If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future
dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash
requirements will decrease.
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2022, 89.5% of our wholly-owned real
estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured
debt markets and to maintain availability on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share
of our partnerships, was 4.6x and 4.5x for the periods ended December 31, 2022 and 2021, respectively, and our Pro-rata net debt-to-
operating EBITDAre ratio on a trailing 12 month basis was 5.0x and 5.1x, 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, 2022, and expect to remain in
compliance. Please also refer to the Risk Factors discussed in Item 1A of Part I herein.
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
2022
655,815
(206,108)
(475,958)
(26,251)
68,776
$
$
2021
659,388
(286,352)
(656,459)
(283,423)
95,027
Change
(3,573)
80,244
180,501
257,172
(26,251)
Net cash provided by operating activities:
Net cash provided by operating activities changed by $3.6 million due to:
(cid:120)
(cid:120)
(cid:120)
$10.5 million decrease in operating cash flow distributions from Investments in real estate partnerships attributable to the
reduced portfolio within partnerships and the higher distributions in 2021 from collecting past due rents, partially offset by,
$4.4 million net increase in cash from operations; and
$2.5 million increase driven by cash used 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 $80.2 million as follows:
(in thousands)
Cash flows from investing activities:
2022
2021
Change
Acquisition of operating real estate, net of cash acquired of $3,061
and $2,991 in 2022 and 2021, respectively
Real estate development and capital improvements
Proceeds from sale of real estate
Collection (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
$ (169,639)
(195,418)
143,133
1,823
(36,266)
48,473
1,113
(21,112)
21,785
$ (206,108)
(392,051)
(177,631)
206,193
(20)
(23,476)
99,945
813
(23,971)
23,846
(286,352)
222,412
(17,787)
(63,060)
1,843
(12,790)
(51,472)
300
2,859
(2,061)
80,244
Significant changes in investing activities include:
(cid:120) We paid $169.6 million to purchase seven operating properties during 2022, including four properties in which we previously
held a 25% interest through an unconsolidated Investment in real estate partnership. We paid $392.1 million for the
acquisition of 12 operating properties during 2021, including seven properties in which we previously held a 20% interest
through an unconsolidated Investment in real estate partnership.
50
(cid:120) We invested $17.8 million more in 2022 than 2021 in real estate development, redevelopment, and capital improvements, as
further detailed in the tables below.
(cid:120) We sold two operating properties, four land parcels, and one development project interest in 2022 for proceeds of $143.1
million compared to seven operating properties and five land parcels in 2021 for proceeds of $206.2 million.
(cid:120) We collected $1.8 million in notes receivable during 2022.
(cid:120) We invested $36.3 million in our real estate partnerships during 2022, including:
o
o
o
$6.1 million to fund our share of acquiring one operating property within an existing co-investment partnership,
$20.2 million to fund our share of secured debt maturities, and
$10.0 million to fund our share of development and redevelopment activities.
During the same period in 2021, we invested $23.5 million in our real estate partnerships, including:
o
o
$18.7 million to fund our share of debt refinancing activities, and
$4.8 million to fund our share of development and redevelopment activities.
(cid:120)
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds. The
$48.5 million received in 2022 is our share of $11.6 million from debt refinancing activities and $36.9 million from real
estate sales. The $99.9 million received in 2021 is our share of $28.1 million proceeds from debt refinancing activities and
$71.8 million proceeds from real estate sales.
(cid:120) 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 2022, we deployed capital of
$195.4 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
2022
2021
Change
$
$
12,484
75,420
68,730
27,861
4,133
6,790
195,418
11,820
53,752
78,056
19,426
4,085
10,492
177,631
664
21,668
(9,326)
8,435
48
(3,702)
17,787
(cid:120) We paid $12.5 million to acquire one land parcel for development and one land parcel formerly under ground lease at one of
our existing centers in 2022, and paid $11.8 million in 2021 to purchase land formerly under ground leases at two of our
existing centers.
(cid:120)
(cid:120)
Building and tenant improvements increased $21.7 million during the year ended December 31, 2022, primarily related to the
timing of capital projects.
Redevelopment costs decreased $9.3 million during 2022 due to the timing and magnitude of projects in process. We intend
to continuously improve our portfolio of shopping centers through redevelopment which may 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.
(cid:120) Development costs increased $8.4 million based on the timing and magnitude of our development projects currently in
process. See the tables below for more details about our development projects.
51
(cid:120)
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We
cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial
completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the
anchor opens for business. If we reduce our development and redevelopment activity, the amount of interest that we
capitalize may be lower than historical averages.
(cid:120) 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.
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
December 31, 2022
Property Name
Market
Ownership
Start
Date
Estimated
Stabilization
Year (1)
Estimated /
Actual Net
Development
Costs (2) (3)
GLA (3)
Cost PSF
of GLA (2) (3)
% of Costs
Incurred
Developments In-Process
Glenwood Green
Eastfield at Baybrook - Phase 1B
Total Developments In-Process
Developments Completed
Carrytown Exchange - Phase I & II
East San Marco
Total Developments Completed
Old Bridge, NJ
Houston, TX
70%
50%
Q1-22
Q2-22
2025
2025
Richmond, VA
Jacksonville, FL
64%
100%
Q4-18
Q4-20
2024
2023
$
$
$
$
45,530
10,384
55,914
29,268
18,970
48,238
248
25
273
74
59
133
$
$
$
$
184
415
205
396
322
363
45%
37%
44%
(1)
(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 are reported based on Regency’s ownership interest in the real estate 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 Start Date
Redevelopments In-Process
The Crossing Clarendon
The Abbot
Westbard Square Phase I
Buckhead Landing
Town & Country Center
Various Properties
Total Redevelopments In-Process
Metro, DC
Boston, MA
Bethesda, MD
Atlanta, GA
Los Angeles, CA
Various
100%
100%
100%
100%
35%
20%-100%
Q4-18
Q2-19
Q2-21
Q2-22
Q4-22
Various
Redevelopments Completed
Sheridan Plaza
Preston Oaks
Serramonte Center-Phases 1 & 2
Various Properties
Hollywood, FL
Dallas, TX
San Francisco, CA
Various
100%
100%
100%
100%
Q3-19
Q4-20
Q4-20
Various
Total Redevelopments Completed
Estimated
Stabilization
Year (1)
Estimated
Incremental
Project Costs (2) (3)
GLA (3)
% of Costs
Incurred
December 31, 2022
2024
2024
2025
2025
2027
Various
2023
2023
2022
Various
$
$
$
$
56,002
59,033
37,269
27,709
24,525
40,403
244,941
11,915
19,658
33,229
8,916
73,718
129
64
123
152
51
1,502
2,021
507
103
1,072
243
1,925
71%
87%
47%
10%
3%
46%
52%
(1) Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3) Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.
52
Net cash used in financing activities:
Net cash flows used in financing activities changed during 2022, as follows:
(in thousands)
Cash flows from financing activities:
2022
2021
Change
Net proceeds from common stock issuances
Repurchase of common shares in conjunction with equity award plans
Common shares repurchased through share repurchase program
Distributions to limited partners in consolidated partnerships, net
Dividend payments and operating partnership distributions
Repayments of unsecured credit facilities, net
Debt repayment, including early redemption costs
Payment of loan costs
Proceeds from sale of treasury stock, net
Net cash used in financing activities
$
61,284
(6,447)
(75,419)
(7,245)
(430,143)
—
(17,964)
(88)
64
$ (475,958)
82,510
(4,083)
—
(4,345)
(404,900)
(265,000)
(53,269)
(7,468)
96
(656,459)
(21,226)
(2,364)
(75,419)
(2,900)
(25,243)
265,000
35,305
7,380
(32)
180,501
Significant financing activities during the years ended December 31, 2022 and 2021 included the following:
(cid:120) We received proceeds of $61.3 million, net of issue costs, in April 2022 upon settling forward equity sales under our ATM
program. During 2021, we received proceeds of $82.5 million, net of issue costs, upon settling forward equity sales under our
ATM program.
(cid:120) 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 $6.4 million and $4.1 million during the years ended December 31,
2022 and 2021, respectively.
(cid:120) We paid $75.4 million to repurchase 1,294,201 common shares through our Authorized Repurchase Program during 2022.
(cid:120) We paid $7.2 million, net to limited partners, including $15.0 million in distributions to limited partners for both operating
cash flows as well as a partner buyout, partially offset by $7.8 million of contributions from limited partners in new
consolidated Investments in real estate partnerships during 2022. During 2021, we paid $4.3 million in distributions to
limited partners.
(cid:120) We paid $25.2 million more in dividends primarily as a result of an increase in our dividend rate per share.
(cid:120) We had the following debt related activity during 2022:
o We paid $18.0 million for secured debt payments, including:
(cid:131)
(cid:131)
$6.0 million to repay one mortgage, and
$12.0 million in principal mortgage payments.
(cid:120) 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:
(cid:131)
(cid:131)
$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.
53
Contractual Obligations
We have contractual obligations at December 31, 2022, which are discussed in our notes to Consolidated Financial Statements and
include:
(cid:120) Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as
discussed in note 10;
(cid:120) 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;
(cid:120) Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
(cid:120)
Letters of credit of $9.4 million issued to cover our captive insurance program and performance obligations on certain
development projects, the latter of which will be satisfied upon completion of the development projects;
(cid:120) 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; and
(cid:120) 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 Consolidated Financial Statements. The
preparation of our Consolidated 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. While the following is not intended to be a comprehensive list of our
accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated
Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions
could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the
amounts we may ultimately realize could differ from such estimates.
Valuation of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances,
including property operating performance, general market conditions or changes in expected hold periods, that indicate that the
carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable.
If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are
directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions,
including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable
sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key
assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon
ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an
impairment loss is recognized equal to the excess of carrying value over the estimated fair value.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data
if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.
The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate.
Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the
estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales
information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may
result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Recent Accounting Pronouncements
See note 1 to Consolidated Financial Statements.
54
Environmental Matters
We are subject to numerous environmental laws and regulations as they apply to our shopping centers, pertaining primarily to
chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older
shopping centers. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with
current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or
convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental
insurance policy for certain third-party liabilities and 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, 2022, we had accrued liabilities of $12.1 million for our Pro-rata share of environmental remediation, including
our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will
not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing
environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities
will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material
environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by
tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental
laws and regulations or their interpretation will not result in additional environmental liability to us.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
(cid:120) 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, 2022, was based upon an annual rate of LIBOR plus 0.865%. On January 12, 2023, the
Line was amended to convert the reference rate from LIBOR to the secured overnight financing rate ("SOFR") plus a 10
basis point market adjustment, with no changes in the applicable margin, which is dependent upon maintaining specific credit
ratings. The current applicable margin is 0.865%. If our credit ratings are downgraded, the margin on the Line would
increase, resulting in higher interest costs. The interest rate plus applicable margin based on our credit rating ranges from
SOFR plus 0.690% to SOFR plus 1.540%.
(cid:120) 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. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the
number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully
issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility
and rising interest rates will adversely impact the interest rates on any new debt that we may issue.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average
interest rates of remaining debt, and the fair value of total debt as of December 31, 2022. 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, 2022, 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 $42,500 per year based on $4.3 million of floating rate mortgage debt outstanding at December 31, 2022. If the
Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows could occur.
55
Further, the table below incorporates only those exposures that exist as of December 31, 2022, 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, 2022.
$
2023
69,078
2024
345,607
(dollars in thousands)
Fixed rate debt (1)
Average interest rate for all fixed rate
debt (2)
Variable rate SOFR debt (1)
Average interest rate for all variable
rate debt (2)
(1) Reflects amount of debt maturities during each of the years presented as of December 31, 2022.
(2) Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2022, was used to
3.82%
—
3.82%
—
3.89%
—
3.84%
—
3.84%
—
Thereafter
2,053,192
Fair Value
3,329,135
Total
3,744,599
2026
316,287
2027
666,703
2025
293,732
3.07%
3.07%
3.83%
3.07%
4,250
4,250
4,243
—%
—%
—%
$
determine the average interest rate for all future periods.
56
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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, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Equity for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Capital for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2022
58
64
65
66
67
69
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.
57
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
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, 2022 and 2021, 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, 2022, 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,
2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, 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, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Company evaluates real estate
properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or
changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold
period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the
events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain
real estate properties. A shortening of the expected hold period could indicate a potential impairment.
58
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that
could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in
circumstances indicating a potential shortening of the expected holding period, we:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the Company’s board of directors
inquired about the Company’s plans with those in the organization who are responsible for, and have authority over,
potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information
obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Company.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 17, 2023
59
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022,
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, 2023 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 17, 2023
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 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, 2022 and 2021, 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, 2022, 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,
2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2022, 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, 2023 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over
financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Partnership evaluates real estate
properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or
changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected
hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate
the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for
certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
61
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances
that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes
in circumstances indicating a potential shortening of the expected hold period, we:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the general partner’s board of directors
inquired about the Partnership’s plans with those in the organization who are responsible for, and have authority
over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information
obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Partnership.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 17, 2023
62
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,
2022, 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, 2022, 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, 2022 and 2021, 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, 2022,
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, 2023 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 17, 2023
63
This page intentionally left blank.
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2022 and 2021
(in thousands, except share data)
Assets
Net real estate investments:
Real estate assets, at cost (note 1)
Less: accumulated depreciation
Real estate assets, net
Investments in real estate partnerships (note 4)
Net real estate investments
Properties held for sale
Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at
December 31, 2022 and 2021, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022
and 2021, respectively
Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at
December 31, 2022 and 2021, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Equity
Liabilities:
Notes payable (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at
December 31, 2022 and 2021, 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; 171,124,593 and
171,213,008 shares issued at December 31, 2022 and 2021, respectively
Treasury stock at cost, 465,415 and 427,901 shares held at December 31, 2022 and 2021,
respectively
Additional paid-in capital
Accumulated other comprehensive income (loss)
Distributions in excess of net income
Total stockholders’ equity
Noncontrolling interests (note 12):
Exchangeable operating partnership units, aggregate redemption value of $46,340 and $56,844 at
December 31, 2022 and 2021, 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.
2022
2021
11,858,064
2,415,860
9,442,204
350,377
9,792,581
—
68,776
188,863
68,945
197,745
275,513
267,797
10,860,220
3,726,754
317,259
354,204
213,722
70,242
4,682,181
—
11,495,581
2,174,963
9,320,618
372,591
9,693,209
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
—
1,711
1,712
(24,461)
7,877,152
7,560
(1,764,977)
6,096,985
34,489
46,565
81,054
6,178,039
10,860,220
(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
$
$
$
$
64
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2022, 2021, and 2020
(in thousands, except per share data)
2022
2021
2020
$
1,187,452
10,719
25,851
1,224,022
1,113,368
12,456
40,337
1,166,161
980,166
9,508
26,501
1,016,175
319,697
196,148
149,795
79,903
6,166
751,709
146,186
—
—
(109,005)
—
6,921
44,102
428,211
59,824
488,035
(2,105)
(3,065)
(5,170)
482,865
2.82
2.81
303,331
184,553
142,129
78,218
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
143,004
75,001
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
Revenues:
Lease income
Other property income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Property operating expense
Real estate taxes
General and administrative
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 loss (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.
$
$
$
65
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022, 2021, and 2020
(in thousands)
Net income
Other comprehensive income (loss):
2022
$
488,035
2021
366,288
2020
47,317
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.
20,061
833
(1,309)
19,585
507,620
5,170
1,798
6,968
500,652
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
66
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Consolidated Statements of Cash Flows
For the years ended December 31, 2022, 2021, and 2020
(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 (revenue) expense
Realized and unrealized loss (gain) on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022
and 2021, respectively
Real estate development and capital improvements
Proceeds from sale of real estate
Proceeds from property insurance casualty claims
Collection (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
2022
2021
2020
$
488,035
366,288
47,317
319,697
5,799
(20,995)
16,521
(59,824)
(109,005)
—
—
—
61,416
—
(6,128)
7,040
(35,274)
(10,801)
1,292
(9,088)
7,130
655,815
(169,639)
(195,418)
143,133
—
1,823
(36,266)
48,473
1,113
(21,112)
21,785
(206,108)
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)
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)
69
2022
2021
2020
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 $4,166, $4,202, and $4,355 in
2022, 2021, and 2020, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
$
$
$
Common stock and exchangeable operating partnership dividends declared but not
$
paid
$
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
$
Contributions from (distributions to) limited partners in consolidated partnerships, net $
Reallocation of equity upon acquisition of a limited partner's interest in a consolidated
partnership
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.
61,284
(6,447)
64
(75,419)
(7,245)
(1,867)
(428,276)
—
—
95,000
(95,000)
(6,745)
(11,219)
(88)
—
(475,958)
(26,251)
95,027
68,776
141,359
570
111,709
—
17,179
22,779
—
1,275
—
1,658
4,888
524
735
5,436
6,266
1,126
2,250
786
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
107,480
—
(4,609)
111,104
—
99
13,589
513
10,188
1,286
666
—
—
1,084
1,416
3,647
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
101,412
1,275
5,986
16,359
8,250
—
—
315
12,166
1,139
1,119
(1,512)
—
819
1,524
1,052
70
This page intentionally left blank.
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2022 and 2021
(in thousands, except unit data)
2022
2021
Assets
Net real estate investments:
Real estate assets, at cost (note 1)
Less: accumulated depreciation
Real estate assets, net
Investments in real estate partnerships (note 4)
Net real estate investments
Properties held for sale
Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at
December 31, 2022 and 2021, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022
and 2021, respectively
Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at
December 31, 2022 and 2021, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Capital
Liabilities:
Notes payable (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at
December 31, 2022 and 2021, 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; 171,124,593 and 171,213,008 units outstanding at December 31, 2022 and
2021, respectively
Limited partners; 741,433 and 760,046 units outstanding at December 31, 2022 and 2021
Accumulated other comprehensive income (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.
$
$
$
$
11,858,064
2,415,860
9,442,204
350,377
9,792,581
—
68,776
188,863
68,945
197,745
275,513
267,797
10,860,220
3,726,754
317,259
354,204
213,722
70,242
4,682,181
—
6,089,425
34,489
7,560
6,131,474
46,565
6,178,039
10,860,220
11,495,581
2,174,963
9,320,618
372,591
9,693,209
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
71
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2022, 2021, and 2020
(in thousands, except per unit data)
2022
2021
2020
$
1,187,452
10,719
25,851
1,224,022
1,113,368
12,456
40,337
1,166,161
980,166
9,508
26,501
1,016,175
319,697
196,148
149,795
79,903
6,166
751,709
146,186
—
—
(109,005)
—
6,921
44,102
428,211
59,824
488,035
(3,065)
484,970
2.82
2.81
303,331
184,553
142,129
78,218
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
143,004
75,001
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
Revenues:
Lease income
Other property income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Property operating expense
Real estate taxes
General and administrative
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 loss (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, 2022, 2021, and 2020
(in thousands)
Net income
Other comprehensive income (loss):
2022
$
488,035
2021
366,288
2020
47,317
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.
20,061
833
(1,309)
19,585
507,620
3,065
1,713
4,778
502,842
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
73
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N
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2022, 2021, and 2020
(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 (revenue) expense
Realized and unrealized loss (gain) on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022
and 2021, respectively
Real estate development and capital improvements
Proceeds from sale of real estate
Proceeds from property insurance casualty claims
Collection (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
2022
2021
2020
$
488,035
366,288
47,317
319,697
5,799
(20,995)
16,521
(59,824)
(109,005)
—
—
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(6,128)
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(35,274)
(10,801)
1,292
(9,088)
7,130
655,815
(169,639)
(195,418)
143,133
—
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(36,266)
48,473
1,113
(21,112)
21,785
(206,108)
303,331
6,003
(22,936)
12,515
(47,086)
(91,119)
84,389
—
—
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(2,472)
4,572
(5,348)
(24,869)
(6,966)
(1,226)
6,677
5,701
659,388
(392,051)
(177,631)
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9,023
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13,581
(34,169)
(67,465)
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132,128
21,837
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2022
2021
2020
Cash flows from financing activities:
Net proceeds from common stock issuance
Repurchase of common units in conjunction with 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 $4,166, $4,202, and $4,355 in
2022, 2021, and 2020, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not
paid
Common stock issued by Parent Company for partnership units exchanged
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 by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Contributions from (distributions to) limited partners in consolidated partnerships, net
Reallocation of equity upon acquisition of a limited partner's interest in a consolidated
partnership
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.
$
$
$
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61,284
(6,447)
64
(75,419)
(7,245)
(430,143)
—
—
95,000
(95,000)
—
(6,745)
(11,219)
(88)
—
(475,958)
(26,251)
95,027
68,776
141,359
570
111,709
—
17,179
22,779
—
1,275
—
1,658
4,888
524
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5,436
6,266
1,126
2,250
786
82,510
(4,083)
96
—
(4,345)
(404,900)
—
—
—
(265,000)
—
(42,014)
(11,255)
(7,468)
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(656,459)
(283,423)
378,450
95,027
140,084
378
107,480
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(4,609)
111,104
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513
10,188
1,286
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—
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1,084
1,416
3,647
125,608
(5,512)
269
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(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
101,412
1,275
5,986
16,359
8,250
—
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315
12,166
1,139
1,119
(1,512)
—
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1,524
1,052
77
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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,
and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million
of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent
Company guarantees all of the unsecured debt of the Operating Partnership.
As of December 31, 2022, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated
basis (the "Company" or "Regency") owned 308 properties and held partial interests in an additional 96 properties through
unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Estimates, Risks, and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of
commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant
estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of
lease income, 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.
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 and properties where it owns less than 100%, but has control
over the activities most important to the overall success of the partnership. Control is determined using an evaluation based
on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For
joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary
beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities
of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the
entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be
significant to the VIE.
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2022, the
Parent Company owned approximately 99.6%, or 171,124,593, of the 171,866,026 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
78
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 107 properties through partnerships, of which 11 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.
(cid:120)
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
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.
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.
79
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022
December 31, 2021
107,725
2,420
4,188
24,364
379,075
5,202
5,000
27,950
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
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.
80
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 ("Topic 842"), as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which,
based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term
leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in
selling profit and an accelerated pattern of earnings recognition. At December 31, 2022, all of the Company's leases
were classified as operating leases.
Recognition and Presentation
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term
of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of
the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the
same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an
available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement
of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated
Statements of Operations.
Collectibility
At lease commencement, the Company generally expects that collectibility of substantially all payments due under the
lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before
entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis.
For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a
cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease
income is determined not to be probable of collection. Should collectibility of Lease income become probable again,
through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes
and all commencement-to-date straight-line rent is recognized in that period.
In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a
general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to
be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of
the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into
consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and
remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate
uncollectible receivables and provide for them through charges against income, actual experience may differ from those
estimates.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible,
in the accompanying Consolidated Balance Sheets:
(in thousands)
Tenant receivables
Straight-line rent receivables
Other receivables (1)
Total tenant and other receivables, net
December 31,
2022
2021
$
$
31,486
128,214
29,163
188,863
27,354
103,942
21,795
153,091
(1) Other receivables include construction receivables, insurance receivables, and amounts due from
real estate partnerships for Management, transaction and other fee income.
81
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Real Estate Sales
The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from
the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on
sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including
controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession
of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.
Management Services and Other Property Income
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as
control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from
contracts with customers within the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature
and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company
is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are
market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties
managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered.
Property management and asset management services represent a series of distinct daily services. Accordingly, the
Company satisfies its performance obligation as service is rendered each day and the variability associated with that
compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month
following the monthly or quarterly service periods.
Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or
"earnouts," to Regency for appreciation in property values in Regency's capacity as 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
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.
82
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
All income from contracts with the Company's real estate partnerships is included within Management, transaction and other
fees on the Consolidated Statements of Operations. The primary components of these revenue streams, the timing of
satisfying the performance obligations, and amounts are as follows:
(in thousands)
Management, transaction, and other fees:
Property management services
Asset management services
Promote income
Leasing services
Other transaction fees
Total management, transaction, and other fees
Timing of
satisfaction of
performance
obligations
Over time
Over time
Over time
Point in time
Point in time
Year ended December 31,
2022
2021
2020
$
$
13,470
6,752
—
3,945
1,684
25,851
14,415
6,921
13,589 (1)
4,096
1,316
40,337
14,444
6,963
—
3,150
1,944
26,501
(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 $16.4 million and $13.2 million, as of December 31, 2022 and 2021,
respectively.
(c) Real Estate Assets
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, 2022
December 31, 2021
$
$
4,379,877
707,227
5,465,877
1,171,650
133,433
11,858,064
4,340,084
684,613
5,270,540
1,061,044
139,300
11,495,581
Capitalization and Depreciation
Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and
maintenance expense.
As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold
improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the
shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a
purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the
improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of
Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the
improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such
costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting
for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the
individual tenant lease.
Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land
improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject
to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022 and 2021, the Company had
nonrefundable deposits and other pre-development costs of approximately $6.9 million and $10.8 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, 2022,
2021, and 2020, the Company expensed pre-development costs of approximately $588,000, $1.5 million, and $10.5 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, 2022,
2021, and 2020, the Company capitalized interest of $4.2 million, $4.2 million, and $4.4 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, 2022, 2021, and 2020, we capitalized $10.8 million, $11.3 million, and $10.2 million, respectively, of direct
internal costs incurred to support our development and redevelopment program.
Acquisitions
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets
(consisting of land, 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 relative fair value to the applicable assets and liabilities. The acquisition of operating
properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined
based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land,
building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets
and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-
place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared
to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-
up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements
of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the
difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of
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. 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.
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the
major retailers at the acquired property since they do not provide incremental value over the Company's existing
relationships.
Held for Sale
The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the
following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available
for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii)
an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated,
(iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property
is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant
changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost
or fair value less costs to sell.
Valuation of Real Estate Investments
The Company evaluates whether there are any events or changes in circumstances, including property operating performance,
and general market conditions, or changes in expected hold periods, 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, the current carrying value of the asset is compared to the estimated undiscounted cash flows that are directly
associated with the use and ultimate disposition of the asset. Estimated cash flows are based on several key assumptions,
including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period,
and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions
are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may
alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the
Company's financial condition or operating performance. 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 estimate 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 at
December 31, 2022 and 2021, 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, 2022 and 2021, $2.3 million and $1.9 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, 2022
(e) Other Assets
Goodwill
Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of
the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350,
Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the
individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of
each year, or more frequently as triggers occur. See note 5.
The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative
approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the
reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more
likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the
Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative
approach described below.
The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash
flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the
estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the
amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill
allocated to that reporting unit.
Investments
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase
and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted
market prices.
Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to
maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as
trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment
income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are
classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the
determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.
Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized
through net income and presented within Investment income in the Consolidated Statements of Operations.
(f) Deferred Leasing Costs
Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of
accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early,
the remaining leasing costs are written off.
Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's
operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third
party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within
General and administrative expenses.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(g) Derivative Financial Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount,
sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters
into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future
payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's
derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known
or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying
Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the
intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply
hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as a hedge of the exposure to 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.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The Company accounts for income taxes related to its TRS's under the asset and liability approach, which requires the
recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The
Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A
valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some
portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence,
including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss
carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the
largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax
authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support
for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all
open tax years (2018 and forward for federal and state) based on an assessment of many factors including past experience and
interpretations of tax laws applied to the facts of each matter.
(i) 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 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.
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(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
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:
(cid:120)
(cid:120)
(cid:120)
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 re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business
combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.
89
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(o) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial
statements:
Date of adoption
January 2022
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
as the Company's customary lease terms
do not result in sales-type or direct
financing classification, although future
leases may.
March 2020 through
December 31, 2022
The Company has elected to apply the
hedge accounting expedients and
exceptions related to changes to the
reference rate from LIBOR to SOFR in the
Company’s interest rate swaps.
Application of these exceptions preserves
the hedge designation of interest rate swaps
and the related accounting and presentation
consistent with past presentation.
Standard
Recently adopted:
ASU 2021-05,
Leases (Topic 842):
Lessors - Certain
Leases with Variable
Lease Payments
ASU 2020-04,
Reference Rate
Reform (Topic 848):
Facilitation of the
Effects of Reference
Rate Reform on
Financial Reporting
Description
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 results in
similar treatment under the current Topic
842 as under the previous Topic 840.
In March 2020, the Financial Accounting
Standards Board (“FASB”) issued ASU
2020-04, Reference Rate Reform (Topic
848). ASU 2020-04 contains practical
expedients for reference rate reform related
activities that impact debt, leases,
derivatives, and other contracts. The
guidance in ASU 2020-04 is optional and
may be elected over time as reference rate
reform activities occur.
The amendments in this update provide
exceptions to the guidance in Topic 815
related to changes to the critical terms of a
hedging relationship due to reference rate
reform, which if criteria are met, provide
such changes should not result in the
dedesignation and redesignation of the
hedging relationship.
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
2. Real Estate Investments
Acquisitions
The following tables detail consolidated shopping centers acquired or land acquired for development or redevelopment for
the periods set forth below:
(in thousands)
December 31, 2022
Date
Purchased
3/1/22
3/31/22
4/1/22
4/1/22
4/1/22
4/1/22
5/6/22
10/12/22
Property Name
Glenwood Green
Island Village
Apple Valley (2)
Cedar Commons (2)
Corral Hollow (2)
Shops at the Columbia (2)
Baederwood Shoppes
East Meadow Plaza
Total property acquisitions
City/State
Old Bridge, NJ
Bainbridge Island, WA
Apple Valley, MN
Minneapolis, MN
Tracy, CA
Washington, DC
Jenkintown, PA
East Meadow, NY
Property
Type
Development
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Regency
Ownership
70%
100%
100%
100%
100%
100%
80%
100%
Purchase
Price (1)
$ 11,000
30,650
34,070
29,330
40,600
14,000
51,603
30,000
$ 241,253
Debt
Assumed,
Net of
Premiums (1)
—
—
—
—
—
—
22,779
—
22,779
Intangible
Assets (1)
—
2,900
4,773
4,369
3,410
889
5,796
3,295
25,432
Intangible
Liabilities (1)
—
6,839
490
58
74
181
1,062
10,867
19,571
(1) Amounts reflected for purchase price and allocation are reflected at 100%.
(2) These properties were part of the four-property portfolio purchased from an existing unconsolidated real estate partnership, RegCal, LLC, in which the company
held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carryover basis related to
its 25% previously owned equity interest in the partnership.
In addition to the acquisitions listed above, the Company acquired, for $9.0 million, the remaining 50% ownership interest
from its partner in Kroger New Albany Center, an existing consolidated property.
(in thousands)
December 31, 2021
Date
Purchased
Property Name
Dunwoody Hall (2)
Alden Bridge (2)
Hasley Canyon Village (2)
Shiloh Springs (2)
Bethany Park Place (2)
Blossom Valley (2)
Blakeney Shopping Center
7/30/21 Willa Springs (2)
8/1/21
8/1/21
8/1/21
8/1/21
8/1/21
8/1/21
11/18/21
12/30/21 Valley Stream
12/30/21
East Meadow
12/30/21 Wading River
12/30/21
Eastport
Total property acquisitions
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
Regency
Ownership
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Purchase
Price (1)
$
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
Debt
Assumed,
Net of
Premiums (1)
17,682
14,612
27,529
16,941
—
10,800
23,611
—
—
—
—
—
111,175
Intangible
Assets (1)
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
Intangible
Liabilities (1)
643
973
2,308
—
1,079
1,732
732
4,431
1,675
1,197
1,469
498
16,737
(1) Amounts reflected for purchase price and allocation are reflected at 100%.
(2) These properties were part of the seven-property portfolio purchased from an existing unconsolidated real estate partnership, US Regency Retail I, LLC. The basis
allocated to Real estate assets was $192.9 million, including the Company's carryover basis related to its 20% previously owned equity interest in the partnership.
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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,
2021
2020
2022
$
$
$
143,133
109,005
—
2
5
100%
206,193
91,119
112
7
5
189,444
67,465
958
6
11
100% 50% - 100%
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
December 31, 2022
(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) (2)
Individual Investors
Ballard Bocks
Town & Country Center
Others
Total investments in real estate partnerships
Regency's
Ownership
40.00%
30.00%
Number of
Properties
66
—
Total
Investment
155,302
$
674
20.00%
20.00%
30.00%
25.00%
49.90%
35.00%
50.00%
7
13
1
1
2
1
5
96
7,423
41,757
5,836
5,789
62,624
40,409
30,563
350,377
$
The
Company's
Share of Net
Income of
the
Partnership
35,819
9,173
1,817
1,735
1,669
4,499
1,300
819
2,993
59,824
Total Assets
of the
Partnership
1,501,876
2,468
138,493
405,927
96,002
24,326
126,482
206,931
105,500
2,608,005
Net Income
of the
Partnership
83,989
35,673
9,392
8,674
5,597
18,258
2,925
2,404
6,254
173,166
(1) On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow
final distributions, which are expected in 2023.
(2) During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC, partnership for a total purchase price of
$88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property
remains within RegCal, LLC, at December 31, 2022.
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
December 31, 2021
(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)
Individual Investors
Ballard Bocks
Town & Country Center
Others
Total investments in real estate partnerships
Regency's
Ownership
40.00%
30.00%
Number of
Properties
67
2
Total
Investment
153,125
$
11,688
20.00%
20.00%
30.00%
25.00%
20.01%
49.90%
35.00%
50.00%
7
12
1
6
—
2
1
5
103
7,360
35,251
5,554
24,995
—
63,783
39,021
31,814
372,591
$
The
Company's
Share of Net
Income of
the
Partnership
34,655
315
1,976
10,987
1,522
2,058
631
1,742
(733)
(6,067)
47,086
Net Income
of the
Partnership
78,112
6,939
10,256
55,059
5,131
8,448
3,155
3,811
2,014
26,351
199,276
Total Assets
of the
Partnership
1,537,411
82,446
135,537
352,469
94,536
103,587
—
128,959
207,339
113,160
2,755,444
(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.
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,
2022
$
$
$
$
2,359,289
16,821
231,895
2,608,005
1,398,297
17,619
81,714
412,784
697,591
2,608,005
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
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
Investments in real estate partnerships
December 31,
2022
2021
$
$
412,784
(62,407)
350,377
438,510
(65,919)
372,591
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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
Property operating expense
Real estate taxes
General and administrative
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,
2021
2022
$
378,096
416,222
2020
381,094
86,193
61,224
42,010
5,615
3,851
198,893
54,874
(49,424)
587
—
6,037
173,166
59,824
$
$
$
94,026
66,061
54,618
5,837
3,624
224,166
58,109
(75,162)
—
9,833
(7,220)
199,276
47,086
101,590
65,146
53,747
5,870
3,126
229,479
66,786
(7,146)
554
—
60,194
91,421
34,169
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate
partnerships during 2022, which had no such acquisitions in 2021:
(in thousands)
Year ended December 31, 2022
Property
Name
Date
Purchased
03/25/22 Naperville Plaza
06/24/22 Baybrook East 1B
Total property acquisitions
City/State
Naperville, IL
Houston, TX
Property
Type
Operating
Development
Co-
investment
Partner
Columbia II
Other
(1) Amounts reflected for purchase price and allocation are reflected at 100%.
Dispositions
Ownership
%
20.00%
50.00%
Purchase
Price (1)
$
$
52,380
5,540
57,920
Debt
Assumed, Net
of Premiums
(1)
22,074
—
22,074
Intangible
Assets (1)
4,336
—
4,336
Intangible
Liabilities
(1)
814
—
814
The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real
estate partnerships:
Year ended December 31,
2021
224,708
75,162
9,380
4
1
2022
116,377
49,424
12,748
4
—
2020
27,974
7,147
2,413
2
—
(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
$
$
$
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of
December 31, 2022, were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2023
2024
2025
2026
2027
Beyond 5 Years
Net unamortized loan costs, debt premium / (discount)
Total notes payable
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
Unsecured
Maturities
$
$
3,194
2,205
3,433
3,807
3,802
9,194
—
25,635
125,108
33,690
139,683
218,883
32,800
809,650
(10,952)
1,348,862
—
—
—
23,800
—
—
—
23,800
Regency's
Pro-Rata
Share
51,187
14,298
43,908
79,741
12,420
300,506
(3,800)
498,260
Total
128,302
35,895
143,116
246,490
36,602
818,844
(10,952)
1,398,297
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 97.9%
having a weighted average fixed interest rate of 3.7%. The remaining notes payable float with LIBOR or SOFR and had a
weighted average variable interest rate of 5.9% at December 31, 2022. As notes payable mature, they will be repaid from
proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate
environment could result in higher interest expense in future periods if rates remain elevated. The Company is obligated to
contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing
cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are
financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a 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:
(in thousands)
Asset management, property management, leasing,
and investment and financing services
(1)
Year ended December 31,
2021
2022
2020
$
25,851
40,301 (1)
26,618
In connection with the USAA partnership, we received and recognized a one-time promote fee of
$13.6 million during the year ended December 31, 2021, in consideration for exceeding return
thresholds resulting from our performance as managing member.
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
Derivative assets
Furniture, fixtures, and equipment, net
Deferred financing costs, net
Total other assets
December 31, 2022
December 31, 2021
167,062
54,581
28,615
6,575
5,808
5,156
267,797
167,095
65,112
21,332
—
5,444
7,448
266,431
$
$
95
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The following table presents the goodwill balances and activity during the year to date periods ended:
(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
$ 300,529
—
—
—
(33)
$ 300,496
December 31, 2022
Accumulated
Impairment
Losses
(133,434)
—
—
—
—
(133,434)
December 31, 2021
Accumulated
Impairment
Losses
Goodwill
307,413
—
(2,465)
(111)
(4,308)
300,529
(133,545)
—
—
111
—
(133,434)
Total
167,095
—
—
—
(33)
167,062
$
$
Total
173,868
—
(2,465)
—
(4,308)
167,095
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.
6. Acquired Lease Intangibles
The Company had the following acquired lease intangibles as of the periods set forth below:
(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,
2022
2021
$
$
$
452,868
82,930
535,798
(338,053)
197,745
547,519
(193,315)
354,204
443,460
81,433
524,893
(312,186)
212,707
535,569
(172,293)
363,276
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,
2022
2021
34,568
5,828
40,396
33,621
5,487
39,108
2020
Line item in Consolidated
Statements of Operations
48,297 Depreciation and amortization
7,658 Lease income
55,955
28,642
30,378
50,103 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,
2023
2024
2025
2026
2027
$
Amortization of
In-place lease intangibles
Net accretion of Above
/ Below market lease
intangibles
28,033
21,830
17,611
14,421
11,392
22,518
20,406
19,814
19,098
17,956
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
7. Leases
Lessor Accounting
All of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and
variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are
primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance ("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 Company's leases provide for the tenants to reimburse the Company
based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the
property.
(ii)
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels
specified in the lease contract.
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on
the criteria specified in Topic 842:
(in thousands)
Operating lease income
December 31, 2022
December 31, 2021
December 31, 2020
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
$
$
851,409
287,149
22,543
12,510
13,841
1,187,452
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
(1) During the years ended December 31, 2022 and 2021, the Company had improved rent collections following lifting of pandemic-
related restrictions which resulted in more favorable income than experienced in 2020 during the height of the pandemic.
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
(in thousands)
For the year ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total
December 31, 2022
850,211
768,797
657,870
552,735
440,844
1,579,740
4,850,197
$
$
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 19 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, 2022
December 31, 2021
December 31, 2020
$
$
$
13,759
4,162
17,921
1,591
611
2,202
20,123
14,656
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
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, 2022, and provides a reconciliation to the Lease liability included in the
accompanying Consolidated Balance Sheets:
(in thousands)
For the year ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total undiscounted lease liabilities
Present value discount
Lease liabilities
Weighted average discount rate
Weighted average remaining term (in years)
$
$
$
Ground Leases
Lease Liabilities
Office Leases
Total
4,046
3,082
2,880
2,715
1,517
741
14,981
(1,131)
13,850
3.6%
4.4
14,796
13,881
13,681
13,437
12,239
517,305
585,339
(371,617)
213,722
10,750
10,799
10,801
10,722
10,722
516,564
570,358
(370,486)
199,872
5.2%
46.8
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
8.
Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of
its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes.
The following table summarizes the tax status of dividends paid on our common shares:
(in thousands)
Dividend per share
Ordinary income
Capital gain (3)
Year ended December 31,
2021
2022
2020
$
2.53 (1)
100%
—%
2.53 (2)
92%
8%
2.19
100%
—%
Additional tax status information:
—%
Qualified dividend income
100%
Section 199A dividend
—%
Section 897 ordinary dividends
—%
Section 897 capital gains
(1) During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a
—%
100%
—%
—%
1%
91%
2%
4%
portion allocated to the 2022 dividend period, and the balance allocated to 2023.
(2) 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 devidend period, and the balance allocated to 2022.
(3) 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).
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2022, 2021, and 2020 was as follows:
(in thousands)
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit) (1)
Year ended December 31,
2021
2020
2022
$
$
(332)
293
(39)
620
421
1,041
2,157
(891)
1,266
(1)
Includes $(39,000), $943,000 and $(355,000) of tax expense (benefit) presented within Other operating expenses
during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense
is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended
December 31, 2020.
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
2022
$
$
504
52
(323)
1
(273)
(39)
(39)
544
477
15
1
4
1,041
1,041
(3,665)
(593)
1,043
5,079
(598)
1,266
1,266
(1)
Includes $(39,000), $943,000, and $(355,000) of tax expense (benefit) presented within Other operating expenses
during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense
is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended
December 31, 2020.
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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
Fixed assets
Other
Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities
Fixed assets
Other
Deferred tax liabilities
Net deferred tax liabilities
December 31,
2022
2021
$
$
$
—
1,007
1,007
(1,007)
—
(12,527)
(61)
(12,588)
(12,588)
1,039
1,379
2,418
(2,418)
—
(13,004)
(340)
(13,344)
(13,344)
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.
9. Notes Payable and Unsecured Credit Facilities
The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the
following as of the dates set forth below:
(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)
Total debt outstanding
Weighted
Average
Contractual
Rate
Weighted
Average
Effective
Rate
3.9%
3.4%
3.8%
3.5%
3.7%
4.0%
Maturing
Through
3/1/2032
6/2/2027
3/15/2049
3/23/2025
5.0%
5.3%
December 31,
2022
2021
$
$
342,135
136,246
3,248,373
3,726,754
—
3,726,754
359,414
115,539
3,243,991
3,718,944
—
3,718,944
(1) Five of these six variable rate loans, representing $132.1 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate
fluctuation risk. With these swap agreements, the 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 using the period end variable rate.
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, 2022, management of the Company believes it is in compliance
with all financial covenants for its unsecured public debt.
100
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2022,
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 an applicable margin of
0.865% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating. On
January 12, 2023, the Line was amended to convert the reference rate from LIBOR to SOFR plus a 0.10% market adjustment,
with no changes in the applicable margin.
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,
2022, the Company is in compliance with all financial covenants for the Line.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
December 31, 2022
Scheduled Principal Payments and Maturities by Year:
2023
2024
2025
2026
2027
Beyond 5 Years
Unamortized debt premium/(discount) and issuance costs
Total notes payable
$
$
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
9,695
4,849
3,732
3,922
3,788
2,873
—
28,859
59,383
90,758
44,250
112,365
137,915
319
4,532
449,522
Unsecured
Maturities (1)
—
250,000
250,000
200,000
525,000
2,050,000
(26,627)
3,248,373
Total
69,078
345,607
297,982
316,287
666,703
2,053,192
(22,095)
3,726,754
(1)
Includes unsecured public and private debt and unsecured credit facilities.
The Company has $59.4 million of debt maturing over the next 12 months, which is in the form of five non-recourse
mortgage loans. The Company currently intends to repay three of the maturing balances, leaving the properties
unencumbered, with plans to refinance the two remaining. The Company has sufficient capacity on its Line to repay the
maturing debt, if necessary.
10. Derivative Financial Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest
rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal
objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial
structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for
speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments
carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under
the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with
quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
101
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to
manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate
swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the
receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life
of the agreements without exchange of the underlying notional amount.
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their
classification on the Consolidated Balance Sheets:
Notional
Amount
(in thousands)
Effective
Date
4/7/16
12/1/16
9/17/19
6/2/17
12/20/19 (2)
Maturity
Date
4/1/23
11/1/23
3/17/25
6/2/27
12/19/26
Total derivative financial instruments
$
18,637
31,131
24,000
35,446
24,365
Bank Pays Variable
Rate of
LIBOR
SOFR
SOFR
SOFR
LIBOR
Regency Pays
Fixed Rate of
Fair Value at December 31,
Assets (Liabilities) (1)
2022
2021
1.303% $
1.490%
1.443%
2.261%
1.750%
$
152
883
1,443
2,158
1,939
6,575
(175)
(412)
(364)
(1,907)
—
(2,858)
(1) Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability
position are included within Accounts payable and other liabilities.
(2) The Company assumed this interest rate swap which hedges debt also assumed with the purchase of Baederwood Shoppes in May 2022.
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, 2022, 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 Loss (Gain)
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
2022
2021
2020
2022
2021
2020
2022
2021
2020
$ 20,061
5,391
(19,187)
$
833
4,141
8,790
$ 146,186
145,170
156,678
Interest
expense, net
Early
extinguishment
of debt (1)
Interest
expense, net
Early
extinguishment
of debt
21,837
(1) At December 31, 2020, based on intent to repay the Term Loan in January 2021, the Company recognized the Accumulated other comprehensive
2,472
—
—
—
—
$
$
loss for the Term Loan swap in earnings within Early extinguishment of debt.
As of December 31, 2022, the Company expects approximately $5.4 million of accumulated comprehensive income on
derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be
reclassified into earnings during the next 12 months.
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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
December 31,
2022
Carrying
Amount
Fair Value
2021
Carrying
Amount
Fair Value
$
3,726,754
3,333,378
$
3,718,944
4,103,533
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, 2022
and 2021, 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.
(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 loss (income) in the accompanying Consolidated Statements of Operations, and includes unrealized losses of $8.0
million for the year ended December 31, 2022, and unrealized gains of $1.7 million and $3.0 million for the years ended
December 31, 2021, and 2020, 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 either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar
industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy.
Unrealized gains or losses on these debt securities are recognized through other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and
implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own
nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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
Interest rate derivatives
Total
(in thousands)
Assets:
Securities
Available-for-sale debt securities
Total
Liabilities:
Interest rate derivatives
Fair Value Measurements as of December 31, 2022
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
40,089
—
—
40,089
—
14,492
6,575
21,067
—
—
—
—
Balance
$
$
40,089
14,492
6,575
61,156
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)
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
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)
During the year ended December 31, 2022, there were no real estate assets re-measured to estimated fair value on a
nonrecurring basis. During the year ended December 31, 2021, the Company revalued two shopping centers to estimated fair
value due to a change in expected hold period using a discounted cash flow model.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
12. Equity and Capital
Common Stock of the Parent Company
Dividends Declared
On February 8, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on April 5,
2023, to shareholders of record as of March 15, 2023.
At the Market ("ATM") Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500 million of common
stock at prices determined by the market at the time of sale.
During 2021, the Company entered into forward sale agreements under its ATM program to issue shares of its common stock
which were issued and settled as follows:
(cid:120)
(cid:120)
1,332,142 shares were issued during 2021 at a weighted average offering price of $63.71 before any underwriting
discounts and offerring expenses. The net proceeds received at settlement were approximately $82.5 million, after
approximately $1.1 million underwriting discounts and offering expenses;
984,618 shares were issued during 2022 at a weighted average offering price of $65.78 before underwriting
discounts and offering expenses. The net proceeds received at settlement were approximately $61.3 million, after
approximately $3.5 million in underwriting discounts and offering expenses.
The proceeds were used to fund acquisitions. All shares are now settled under the forward sales agreements. No other sales
occurred under the ATM program during 2022.
As of December 31, 2022, $350.4 million of common stock remained available for issuance under this ATM equity program.
Share Repurchase Program
On February 3, 2021, the Company’s Board authorized a common share repurchase program under which the Company
could 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 (referred to as the "Authorized Repurchase Program"). Any shares
purchased, if not retired, were treated as treasury shares.
During the year ended December 31, 2022, the Company executed multiple trades to repurchase 1,294,201 common shares
under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share. All
repurchased shares were retired on the respective settlement dates. At December 31, 2022, $174.6 million remained available
under this Authorized Repurchase Program. This Authorized Repurchase Program expired on February 3, 2023.
On February 8, 2023, the Company's Board authorized a new common share repurchase program under which the Company
may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market
purchases, and/or in privately negotiated transactions. The timing and price of share repurchases, if any, will be dependent
upon market conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. This new
authorization will expire on February 7, 2025, unless modified of earlier terminated by the Board.
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022, 18,613
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
December 31,
2022
2021
171,125
741
171,866
171,213
760
171,973
Percentage of partnership units owned by the general partner
99.6%
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,
2021
2020
2022
16,667
589
(735)
16,521
12,651
530
(666)
12,515
14,248
452
(1,119)
13,581
(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
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, 2022,
there were 4.1 million shares available for grant under the Plan.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The
terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company.
The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based
awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair
value is measured using the grant date market price for all time-based or performance-based awards. Market based awards
are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market
conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance
period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's
historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total
shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation
expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire
award.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The following table summarizes non-vested restricted stock activity:
Non-vested as of December 31, 2021
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, 2022 (6)
Year ended December 31, 2022
Number of
Shares
Intrinsic Value
(in thousands)
Weighted
Average
Grant Price
691,862
148,048
15,674
112,759
5,153
(250,491)
(11,306)
711,699 $
$
$
$
$
$
$
71.36
71.68
74.98
71.58
71.05
62.65
44,481
(1) Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service
period. These grants are subject only to continued employment and are not dependent on future performance
measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be
reversed.
(2) Performance-based awards are earned subject to future performance measurements. Once the performance criteria
are achieved and the actual number of shares earned is determined, shares vest over a required service period. The
Company considers the likelihood of meeting the performance criteria based upon management's estimates from
which it determines the amounts recognized as expense on a periodic basis.
(3) Market-based awards are earned dependent upon the Company's total shareholder return in relation to the
shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the
actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of
meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte
Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost
recognized over the service period, regardless of whether the performance criteria are achieved and the awards are
ultimately earned. The significant assumptions underlying determination of fair values for market-based awards
granted were as follows:
Year ended December 31,
2021
2020
2022
Volatility
Risk free interest rate
43.10%
1.39%
42.60%
0.18%
18.50%
1.30%
(4) The weighted-average grant price for restricted stock granted during the years is summarized below:
Year ended December 31,
2021
2020
2022
Weighted-average grant price for restricted
stock
$
72.86 $
46.55 $
64.14
(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2021
2020
2022
Intrinsic value of restricted stock vested
$
17,797 $
10,939 $
14,423
(6) As of December 31, 2022, there was $16.6 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.
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022. Additionally, an annual profit sharing contribution may
be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $4.4
million, $4.1 million, and $3.5 million for the years ended December 31, 2022, 2021, and 2020, 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,
2022
2021
Location in Consolidated Balance Sheets
$
$
36,163
36,085
44,464
Other assets
44,388
Accounts payable and other liabilities
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment loss
(income) in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on
changes in the value of their investment elections, is recognized within General and administrative expenses within the
accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying
Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying
Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to
the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital
in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the
accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to
the Regency common stock fund are recorded directly within stockholders' equity.
15. Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
(in thousands, except per share data)
Numerator:
Income attributable to common stockholders - basic
Income attributable to common stockholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
Weighted average common shares outstanding for diluted EPS (1) (2)
Income per common share – basic
Income per common share – diluted
(1)
Includes the dilutive impact of unvested restricted stock.
Year ended December 31,
2021
2020
2022
$
$
$
$
482,865
482,865
171,404
171,791
2.82
2.81
361,411
361,411
170,236
170,694
2.12
2.12
44,889
44,889
169,231
169,460
0.27
0.26
(2) Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude
1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022, 2021, and
2020, were 748,336, 761,955, and 765,046, 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)
Includes the dilutive impact of unvested restricted stock.
Year ended December 31,
2021
2020
2022
$
$
$
$
484,970
484,970
172,152
172,540
2.82
2.81
363,026
363,026
170,998
171,456
2.12
2.12
45,092
45,092
169,997
170,225
0.27
0.26
(2) Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude
1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.
16. Commitments and Contingencies
Litigation
The Company is involved in litigation on a number of matters, and is subject to 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, 2022 and 2021, the
Company had $9.4 million 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, 2022
(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 $9.7 billion at December 31, 2022.
The changes in total real estate assets for the years ended December 31, 2022, 2021, and 2020 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
2022
11,495,581
224,653
171,629
(29,523)
(4,276)
—
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11,858,064
$
$
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
The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 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
2022
2,174,963
270,520
(29,523)
(100)
—
—
2,415,860
$
$
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
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 Exchange Act. Based on this evaluation, the Parent Company's chief executive
officer and chief financial officer concluded that as of December 31, 2022, the Parent Company's disclosure controls and procedures
were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and
procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the
reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its
management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the
effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the
framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control
over financial reporting was effective as of December 31, 2022.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this
Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this
Report, on the effectiveness of the Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the
preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the
United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this
evaluation that occurred during the quarter ended December 31, 2022 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 general partner concluded that, as of December 31, 2022, the
Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the
SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information
required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to
management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely
decisions regarding required disclosure.
119
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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its
evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management
concluded that its internal control over financial reporting was effective as of December 31, 2022.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this
Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this
Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance
regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally
accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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 quarter ended December 31, 2022 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 SEC within 120 days after the end of the fiscal year covered by this Report with respect
to the 2023 Annual Meeting of Stockholders. Information regarding executive officers is included in Part I of this Form 10-K as
permitted by General Instruction G(3).
Code of Ethics.
We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal
accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at
https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or
amendment to, any provision of our code of ethics on our website.
Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Report with respect to the 2023 Annual Meeting of Stockholders.
120
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information about securities that may be issued under our existing equity compensation plans:
Equity Compensation Plan Information
(as of December 31, 2022)
(a)
(b)
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security
holders
Total
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)
— $
N/A
— $
—
N/A
—
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column a) (3)
4,056,077
N/A
4,056,077
(1) This column does not include 711,699 shares that may be issued pursuant to unvested restricted stock and performance share awards.
(2) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
(3) The Regency Centers Corporation Omnibus Incentive Plan, ("Omnibus Plan"), as approved by stockholders at our 2019 annual meeting, provides
that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC
within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 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 SEC within 120 days after the end of the fiscal
year covered by this Report with respect to the 2023 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 SEC within 120 days after the end of the fiscal
year covered by this Report with respect to the 2023 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. 2022 financial statements and financial statement schedule, together
with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8.
Financial Statements and Supplementary Data" of this Report.
(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:
(cid:120)
(cid:120)
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;
(cid:120) may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;
and
(cid:120)
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement
and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any
other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for
considering whether additional specific disclosures of material information regarding material contractual provisions are required to
make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report
and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1. Underwriting Agreement
(a) Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers,
L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17,
2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of
Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the
Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P.
and Wells Fargo Securities, LLC;
(ii) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P.
and J.P. Morgan Securities LLC;
(iii) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated;
(iv) Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P.
and 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;
122
(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 Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity
Distribution Agreements, dated November 13, 2018, and listed in Exhibit 1 (a) are substantially identical in all material
respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of the parties,
and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.
(c) Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to
Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity
Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment No.
2 to the Equity Distribution Agreement, dated May 8, 2020, except for the identities of the parties, and have not been
filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and Wells Fargo Bank, National Association and Wells Fargo Securities,
LLC.
(ii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.
(iii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P. and BTIG, LLC
(iv) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan Securities
LLC
(v) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers
Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.
(d) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation,
Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC (incorporated by reference to
Exhibit 1.2 to the Company’s Form 8-K filed on May 8, 2020).
(e) Form of Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.3 to the
Company’s Form 8-K filed on May 8, 2020). The Equity Distribution Agreements listed below are substantially
identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties,
and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of
Regulation S-K:
(i)
Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P.
and Jefferies LLC.
(ii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P.
and SMBC Nikko Securities America, Inc.
(iii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P.
and Regions Securities LLC
(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.
123
(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 Company’s
Form 8-K filed on May 8, 2020). The Forward Master Confirmations listed below are substantially identical in all
material respects to the Form of Forward Master Confirmation, except for the identities of the parties, and have not
been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo
Bank, National Association and Wells Fargo Securities, LLC.
(ii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of
America, N.A.
(iii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and JPMorgan
Chase Bank, National Association, New York Branch
(iv) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of
Montreal
(v) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Mizuho
Markets Americas LLC
(vi) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Jefferies
LLC
(vii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Bank of
Nova Scotia
(viii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The
Toronto-Dominion Bank.
3. Articles of Incorporation and Bylaws
(a) Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit
3.A to the Company’s Form 10-Q filed on August 8, 2017).
(b) Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.1
to the Company’s Form 10-Q filed on August 5, 2022).
(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
124
First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-
K filed on June 5, 2007).
(ii) Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between
Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as
successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).
(iii) Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among
Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).
(iv) Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers
Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1
to the Company's Form 8-K filed on January 26, 2016).
(v) Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency Centers
Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1
to the Company's Form 8-K filed on March 6, 2019).
(vi) Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency Centers
Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1
to the Company’s Form 8-K filed on May 13, 2020).
(c) Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to
Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).
(d) Description of the Company’s Securities Registered under Section 12 of the Exchange Act. (incorporated by reference
to Exhibit 4(e) to the Company’s Form 10-K filed on February 18, 2020).
10. Material Contracts (~ indicates management contract or compensatory plan)
~(a) Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to
the Company's Form 10-K filed on March 12, 2004).
~(b) Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the
Company's Form 8-K filed on December 21, 2004).
~(c) First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005
(incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(d) Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).
~(e) Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(f) Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B
to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).
~(g) Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K
filed on February 17, 2022).
~(h) Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form
8-K filed on January 6, 2022).
~(i) Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-
K filed on March 10, 2006).
125
~(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) of referenced 8-K.
(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
~(m) The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers
Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control
Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.
(i)
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center
Corporation, Regency Centers, L.P. and Alan T. Roth
(ii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center
Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer
(n) Fifth Amended and Restated Credit Agreement, dated as of February 9, 2021, by and among Regency Centers, L.P., as
borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative
Agent, and certain lender party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on February
12, 2021).
(i)
Fifth Amended and Restated Credit Agreement Conformed thru First Amendment dated as of January 12, 2023.
(o) Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC
dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie
CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on
November 6, 2009).
(i) Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC
(formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the
Company’s Form 10-K filed March 1, 2011).
21. Subsidiaries of Regency Centers Corporation
22. Subsidiary Guarantors and Issuers of Guaranteed Securities
23. Consent 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.
126
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.
The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not
being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed
to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before
or after the date hereof, except to the extent that the Company specifically incorporates it by reference.
32.1
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.
127
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, 2023
REGENCY CENTERS CORPORATION
SIGNATURES
February 17, 2023
REGENCY CENTERS, L.P.
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
By: Regency Centers Corporation, General Partner
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
February 17, 2023
/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/ Bryce Blair
Bryce Blair, Director
/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
/s/ Kristin A. Campbell
Kristin A. Campbell, Director
/s/ Deirdre J. Evens
Deirdre J. Evens, Director
/s/ Thomas W. Furphy
Thomas W. Furphy, Director
/s/ Karin M. Klein
Karin M. Klein, Director
/s/ Peter Linneman
Peter Linneman, Director
/s/ David P. O'Connor
David P. O'Connor, Director
/s/ James H Simmons
James H. Simmons, Director
/s/ Thomas G. Wattles
Thomas G. Wattles, Director
128
Executive Officers*
Board of Directors*
Michael J. Mas
Executive Vice President, Chief Financial Officer
James D. Thompson
Executive Vice President, Chief Operating Officer
Karin M. Klein (1) (3)
Founding Partner
Bloomberg Beta
Peter D. Linneman (1) (3)
Principal
Linneman Associates
David P. O'Connor (2) (3a)
Managing Partner
High Rise Capital Partners, LLC
James H. Simmons (2) (4)
Chief Executive Officer and Founding Partner
Asland Capital Partners
Thomas G. Wattles (1a) (4)
Former Chairman
DCT Industrial Trust
Martin E. Stein, Jr.
Executive Chairman
Lisa Palmer
President and Chief Executive Officer
Martin E. Stein, Jr. (4)
Executive Chairman of the Board
Regency Centers Corporation
Lisa Palmer (4)
President and Chief Executive Officer
Regency Centers Corporation
Bryce Blair (3) (4a)
Chairman of Pulte Group and
Principal of Harborview Associates, LLC
C. Ronald Blankenship (1) (4) (5)
Director
Civeo Corporation
Deirdre J. Evens (1) (2a)
Executive Vice President and General Manager,
IT Asset Lifecycle Management of
Iron Mountain, Inc.
Thomas W. Furphy (1) (2)
Chief Executive Officer and Managing Director
Consumer Equity Partners
(1) Audit Committee
(2) Compensation Committee
(3) Nominating and Governance Committee
(4) Investment Committee
(5) Lead Director
(a) Committee Chair
* As of December 31, 2022
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 Regency’s future events,
developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the
use of words such as “may,” “will,” “could,” “should,” “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, whether as a result of new information, future events or developments or otherwise, except as required
by law.
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