RegencyCenters.com
2023
Annual
Report
Blakeney Town Center | Charlotte, NC
To Our Fellow Shareholders
2023 was an exceptional year for Regency
Centers, while marking our 60th year as a
company and 30th year as a publicly traded
REIT. We are extremely proud of the success we
achieved, a direct result of the hard work of our
dedicated and talented team. We produced
record leasing results, started more than $250
million of development and redevelopment
projects, completed the successful acquisition of
Urstadt Biddle Properties, and made further
advancements within our best-in-class corporate
responsibility program.
As a result of these accomplishments, we
generated growth in Core Operating Earnings
per share of nearly 6% year-over-year, excluding
the collection of receivables reserved during
2020 and 2021. Importantly, we did this while
maintaining our sector-leading balance sheet
strength and judicious approach to capital
expenditures.
~6%
Core Operating Earnings
per share Growth in 2023
Countryside Shops | Ft. Lauderdale, FL
The retail environment was strong in 2023, as
demonstrated by the health of our tenants and
the resiliency of consumers in our trade areas.
This strength has shown no signs of abating in
2024. Momentum in retailer demand for physical
space in shopping centers has continued across
our 22 markets in many categories including
grocers, restaurants, health and wellness, pet
uses, off-price retailers, and personal services.
Our suburban trade areas with compelling
demographics continue to benefit from post-
pandemic migration and work-from-home
trends, fortifying the long-term fundamentals of
the neighborhood and community shopping
center business. Retailers recognize and
embrace the importance of brick-and-mortar
locations as an essential pathway to connect
with customers both in-store and digitally, and
they are placing a premium on our well-located
centers in key trade areas near their target
customers.
Grand Ridge Plaza | Issaquah, WA
Operational Highlights
•
•
Increased Same Property NOI 3.6% year-
over-year, excluding lease termination fees
and the collection of receivables reserved
during 2020 and 2021
Executed more than 1,800 new and renewal
leases totaling more than 8 million square
feet of space
• Grew leased occupancy 60 bps year-over-
year, ending 2023 with a Same Property
leased rate of 95.7%
•
Executed more than 1.4 million square feet of
new shop space, our highest shop volume in
more than a decade
• Achieved blended rent spreads of +10% on a
cash basis and +19% on a straight-lined
(GAAP) basis on comparable new and
renewal leases
Bloom on Third | Los Angeles, CA
Strong Operating Fundamentals
Base rent growth was the most significant
contributor to our 3.6% Same Property NOI
growth in 2023, and was driven by occupancy
gains and rent growth, including rent spreads on
leasing activity and contractual rent steps
embedded in leases. Our team remains focused
on driving overall rent growth, and we were
notably able to secure meaningful contractual
steps in the majority of our signed leases in 2023.
We also continue to be prudent with leasing
capital expenditures, contributing significantly to
free cash flow.
Robust tenant demand supported this sustained
occupancy and rent growth, despite impact
from bankruptcies in 2023. Our Same Property
percent leased rate improved by another 60
basis points year-over-year to a near-record high
of 95.7%. Our leased rate for Same Property shop
spaces (<10K square feet) saw an increase of
150 basis points year-over-year, ending the year
at an all-time high of 93.4%. Even with these
extraordinary gains in 2023 and occupancy
levels at or near our historical high watermarks,
our leasing team is focused on growing
occupancy even higher and surpassing prior
peak levels.
93.4% Shop Leased
Grew shop occupancy (<10K square feet)
150 bps year-over-year to a record high % Leased
Re/Development Activity
Our development program and long track record of value creation
continues to differentiate Regency from our peers. We made extraordinary
progress throughout 2023, completing nearly $90 million of development
and redevelopment projects and starting more than $250 million of new
projects, our highest volume of annual starts in nearly two decades.
Exciting project starts in 2023 included:
•
Shops at Sunvet in Long Island – the $87 million ground-up
development of a 170K square feet open-air shopping center will be
anchored by Whole Foods and other leading retailers
• Circle Marina Center in Los Angeles – the $15 million redevelopment will
bring Sprouts Farmers Market to this non-grocery anchored center and
will also include extensive site improvements, a façade renovation and
enhanced placemaking
• Avenida Biscayne in Aventura – the $23 million redevelopment will
bring 30K square feet of new boutique retail and restaurant space to
one of the most highly sought-after real estate markets in South Florida,
adjacent to our Aventura Square retail center
We believe that investing in ground-up development and redevelopment
projects is the best use of our capital today, enhancing total shareholder
value. There has been a relatively limited amount of new supply of high-
quality shopping centers developed in recent years, and many developers
are experiencing capital constraints in today’s lending environment. At the
same time, many best-in-class grocers and retailers are looking to
aggressively grow their presence in top markets. Regency’s unique
competitive advantages position us as one of the only national developers
that can execute on high quality, grocery-anchored shopping center
development projects today. These advantages include:
• Our key relationships with top grocers and retailers
• Access to capital, in addition to significant annual free cash flow
• Our experienced & talented team in target trade areas around the
country
We remain confident that these core strengths will enable us to achieve
our strategic objective of starting more than $1 billion of projects over the
next 5 years.
$250+
million
2023 Project Starts
Highest Annual
Volume in 16
Years
$468
million
In-Process
Projects at Year-
end at Yields of
~8% and nearly
90% Leased
Avenida Biscayne| Aventura, FL
Transaction Activity
In August, we further enhanced our portfolio
with the all-stock acquisition of Urstadt Biddle
Properties, an owner of high-quality
neighborhood and community centers in the
Northeast. The transaction was immediately
accretive to Regency’s Core Operating
Earnings per share with an estimated $9 million
of annualized G&A cost savings.
These assets are located in premier suburban
trade areas that benefit from supply constraints,
aligned with Regency’s high-quality, grocery-
anchored shopping center portfolio. The
integration has been successfully completed,
and we look forward to unlocking opportunities
to add value to these assets.
Completed the
~$1.4 Billion
Acquisition of
Urstadt Biddle
Properties
Although private market transaction activity for
individual high-quality shopping centers
remained limited in 2023, we were able to
acquire three shopping centers, each with an
estimated internal rate of return of close to 10%:
• Nohl Plaza in Orange County, CA – a well-
located Vons anchored center with a
value-add redevelopment opportunity
• Old Town Square in Chicago – a near-
urban Jewel-Osco anchored center that is
widely regarded as one of the premier
grocery-anchored centers in Chicago
•
Longmeadow Shops in Massachusetts – a
prominent neighborhood center in a
market with limited supply and significant
opportunities for merchandising upgrades
Valley Ridge Shopping Center | Wayne, NJ
Purchase Street | Rye, NY
Old Town Square | Chicago, IL
Balance Sheet, Liquidity & Dividend
Crossroads Commons | Boulder, CO
We remain proud of our sector-leading balance sheet and liquidity position, which combined with
our access to capital provides us the ability to remain opportunistic as we look for incremental
avenues to drive growth and value.
2023 Highlights
• Greater than $1 billion of available capacity on our
unsecured credit facility at year-end 2023
•
Pro-rata trailing twelve-month net debt and preferred
stock-to-operating EBITDAre at year-end of 5.1x (as
adjusted for the annualized impact of the EBITDAre
contribution from the Urstadt Biddle acquisition)
• Maintained S&P and Moody’s investment grade credit
ratings of BBB+ and Baa1, respectively
• Generated significant free cash flow after dividend and
capital expenditures
•
Raised our quarterly common dividend by 3% in 4Q23 to
$0.67 per share
3.8%
Dividend CAGR
(compound
annual growth
rate) since 2014
The Village at Riverstone | Sugar Land, TX
The Crossing Clarendon | Arlington, VA
Corporate Responsibility
In 2023, we continued to enhance our commitment to excellence in corporate responsibility. Acting
responsibly and doing what is right has always been foundational to everything we do at Regency,
including how we develop and manage our properties, how we interact with our communities, and
how we engage with our employees. We take great pride in our reputation for always upholding these
principles and appreciate the recognition we have received from national and local organizations,
our employees, and our shareholders for our efforts and accomplishments.
Ranked 6th Overall and 1st in the Real Estate & Housing industry
on Newsweek’s Most Responsible Companies List
2023 Highlights
•
•
•
•
•
•
Issued our 6th annual Corporate Responsibility
Report, illustrating our commitment to and
leadership in corporate responsibility
Regency and our employees donated ~$1.7
million in 2023, including ~$1 million to local
United Way organizations in the communities in
which we operate, with over 95% participation
and over 1,600 volunteer hours during our
annual campaign
Further improved Board refreshment and
diversity, ending 2023 with 45% of seats held by
women or ethnically diverse directors
Recognized as a Peer Group Leader by
GRESB® (Global Real Estate Sustainability
Benchmark) for our sustainability leadership and
awarded an “A” for public disclosure
Ranked on the America’s Greenest Companies
List as 180 out of 952 organizations
Rated currently with the highest score of “1” in
ISS’s Governance and Environmental
QualityScore categories
• Achieved an “A” ESG Rating from MSCI
• Certified as a Green Lease Leader in
sustainable leasing with a Gold designation
•
•
Included in the 2023 Bloomberg Gender
Equality Index
Received the Healthiest Companies Award
from the First Coast Workplace Wellness Council
for the 15th consecutive year
We Live Our Core Values
We have lived our core values for over 60 years and remain committed to preserving these
values while upholding our respected track record of sector-leading performance and quality:
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 believe in acting with unwavering
standards of honesty and integrity.
We are responsible.
We strive for excellence.
Our duty is to balance purpose and profit, being
good stewards of capital and the environment for the
benefit of all our stakeholders.
When we are passionate about what we do,
it is reflected in our performance.
We connect with our communities.
We are better together.
We promote philanthropic ideals and strive for the
betterment of our neighborhoods by giving our time
and financial support.
When we listen to each other and our
customers, we will succeed together.
2024 and Beyond
We entered 2024 poised for another successful
year and have continued to gain momentum
during the first quarter. Our tenant base,
comprised primarily of non-discretionary retailers
and service providers, is healthier than ever. Our
pipeline of leases signed but not yet occupied
represents nearly $41 million of incremental pro
rata annual base rent, nearly 80% of which will
commence paying rent by year-end 2024, and
we have more than 1 million square feet of
additional new leases in negotiation.
In January of this year, we took advantage of an
attractive debt capital markets window to further
strengthen our sector-leading balance sheet. We
issued $400M of senior unsecured notes due in
2034 and priced with a coupon of 5.25%. We also
closed on the recast of our revolving credit
facility, which was upsized by $250 million to a $1.5
billion total commitment and included a
tightening of our borrowing spread by 15 basis
points. These two successful transactions, in
addition to a credit rating upgrade to A3 from
Moody’s this February, are a testament to
Regency’s portfolio quality, track record of
excellent operating performance, prudent
balance sheet strategy, liquidity profile, and
established lending relationships.
We believe Regency is well-positioned to
continue to create value for our shareholders due
to the quality of our portfolio of over 480
neighborhood and community centers in top
trade areas, our relationships with best-in-class
tenants, the strength of our balance sheet, our
annual free cash flow generation, and an
unmatched corporate culture throughout our
remarkable team in Regency’s offices around the
country.
A3
Moody’s Credit Rating
$1.5 Billion
Credit Facility
The Abbot | Cambridge, MA
Village at La Floresta | Los Angeles, CA
Lastly, but importantly, Regency’s success and accomplishments in 2023, and over the last 60
years, would not have been possible without the unwavering support of all our stakeholders. We
are grateful for the continued commitment and engagement that our investors, tenants, joint
venture partners, service providers, communities, Board of Directors and talented team have
provided us over the last 60 years. We thank you for your loyalty and look forward to sharing
many more years of success together.
Sincerely,
LISA PALMER
President and Chief Executive Officer
MARTIN E. (HAP) STEIN, JR.
Executive Chairman
1963
2023
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
FLORIDA (REGENCY CENTERS CORPORATION)
DELAWARE (REGENCY CENTERS, L.P.)
(State or other jurisdiction of incorporation or organization)
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, $0.01 par value
6.250% Series A Cumulative Redeemable
Preferred Stock, par value $0.01 per share
5.875% Series B Cumulative Redeemable
Preferred Stock, par value $0.01 per share
Title of each class
None
Trading Symbol
REG
REGCP
REGCO
Regency Centers, L.P.
Trading Symbol
N/A
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
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 awell- known seasoned issuer, as defined in Rule 405 of the Securities Act.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon -accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
Non-accelerated filer
Regency Centers, L.P.:
Large accelerated filer
Non-accelerated filer
☒
☐
☐
☒
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
☐
☐
☐
☐
Emerging growth company
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐
Regency Centers, L.P. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
Regency Centers Corporation ☒
Regency Centers, L.P. ☒
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 ☐
Regency Centers, L.P. ☐
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 ☐
Regency Centers, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently
completed second fiscal quarter.
Regency Centers Corporation
$10.5 billion
Regency Centers, L.P. N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 184,578,554 as of February 15, 2024.
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2024 Annual Meeting of Shareholders, 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, 2023,
of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to
"Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and
references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The
terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the
Operating Partnership, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole
general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day
management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of
December 31, 2023, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The
remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common
Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred
Units (the “Series APreferred U nits”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series BPrefer red
Units”). The Parent Company currently owns all of the Series A Preferred Units and Series BPrefer red Units. The Series A Preferred
Units and Series BPrefer red Units are sometimes referred to collectively as the “Preferred Units."
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this
single report provides the following benefits:
•
•
•
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 officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in
the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a
REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As aresu lt, 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, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent
Company’s unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and
ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity
issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred
Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating
Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated
Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the
Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are
accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in
noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are
eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as
preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that
separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures
sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the
Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial
reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore,
while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the
Operating Partnership are the same on their respective financial statements.
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TABLE OF CONTENTS
Form 10-K
Report Page
Item No.
1.
1A.
1B.
1C.
2.
3.
4.
5.
6.
7.
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Reserved
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosures About Market Risk
8.
9.
9A.
9B.
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
10.
11.
12.
13.
14.
15.
16.
Directors, Executive Officers, and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
SIGNATURES
17.
Signatures
1
9
22
22
24
41
41
41
42
43
58
59
128
128
129
130
130
130
130
130
131
132
138
139
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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," "plan," "anticipate,"
"guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is
not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are
not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the
expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these
expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking
statements due to a variety of risks and uncertainties.
Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors 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"), including those made in connection with the Company's
acquisition of Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”). 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 afu lly integrated real estate company and self-administered and self-managed real estate investment
trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive,
Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts
substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of
acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with
compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to
necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P
500 Index member since 2017. Our business experienced material growth in 2023 due to our acquisition of UBP which is further
discussed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
As of December 31, 2023, we had full or partial ownership interests in 482 properties, primarily anchored by market leading grocery
stores, encompassing 56.8 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.6 million
square feet, including our share of properties owned through unconsolidated real estate partnerships.
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly
located in suburban trade areas with compelling demographics that have strategic attributes supporting growth through economic
cycles. 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:
•
•
•
•
•
•
We are our people: Our people are our greatest asset, and we believe that a talented team from diverse 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.
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Our goals are to:
• Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market
leading grocers and principally located in suburban trade areas in the most desirable metro areas in the 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");
•
Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our
shopping center peers;
• Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that
deliver favorable returns;
•
•
•
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
to support and enhance our business goals and objectives; and
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of
innovation and continuous improvement.
Key strategies to achieve our goals are to:
• Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center
peers;
•
Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and
acquisitions in a long term accretive manner;
• Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost-effective funding of investment
opportunities, while also managing debt maturities that enable us to weather economic downturns;
•
Pursue best-in-class ESG programs and practices; and
• Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of
innovation and continuous improvement.
Competition
We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market
capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted
markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic
results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition,
brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our
competitive advantages are driven by:
•
•
•
•
•
•
the market areas in which we operate, and the locations of our shopping centers within those trade areas;
the quality of our shopping centers including our strategy of maintaining and renovating these centers to our high standards;
the compelling demographics surrounding our shopping centers;
our relationships with our anchor, shop, and out-parcel tenants;
our experienced leadership team and cycle-tested expertise; and
our ability to successfully develop, redevelop, and acquire shopping centers.
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Corporate Responsibility and Human Capital
To execute our mission, which is to create thriving environments for retailers and service providers to connect with surrounding
neighborhoods and communities, we strive to achieve best-in-class corporate responsibility. For this reason, corporate responsibility,
including our focus on ESG practices that support and enhance our business, is a foundational strategy of Regency. We believe that
alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the
environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility (which term we use
interchangeably with “ESG”) practices are built on four pillars:
• Our People;
• Our Communities;
•
•
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, which has been a crucial driver of our long-term success. Our continued commitment to these
concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to
contribute to our future success.
We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors
(or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy,
goals, performance, and reporting, including our annual Corporate Responsibility Report, and our policies and practices related to
corporate responsibility, is available on our website at www.regencycenters.com. The content of our website and other information
contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report
or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work,
connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the
Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage
diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and
empower our employees by focusing on their personal and professional development through training and education opportunities.
As of December 31, 2023, we had 497 employees, including 5 part-time employees. We presently maintain 24 market offices
nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective
bargaining unit, and we believe our relationship with our employees is good.
In 2023, we continued implementing our comprehensive diversity, equity, and inclusion ("DEI") strategy focused on promoting and
advancing diversity across our organization. The goals of this strategy are to attract, recruit, and retain a diverse group of employees
to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term success of the
organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement,
leveraging our annual employee survey to identify opportunities to improve and further engage our people.
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 continue to foster a culture in which everyone is respected, valued, and
has an equal opportunity to contribute and thrive. Our shopping centers are in trade areas throughout the U.S. and our tenants
and visitors to our centers represent acros s section of those communities. We remain focused on building a workforce that
represents the many tenants and visitors to our centers 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 make us an
employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success
and build long-term value. We strive to offer some of the most competitive pay and benefits in the industry in which we operate
and are continually looking for new opportunities to ensure that we attract and retain our people.
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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 to the communities
in which we operate. Throughout 2023, 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 continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, and competencies, including gender,
ethnicity, age, and other attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning
process. As an outcome of this process, on September 26, 2022, the Company's Board of Directors elected Kristin A. Campbell to
serve as one of the Regency's directors effective January 15, 2023. Ms. Campbell’s skill set, background, experience and
competencies align 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 identified eight strategic priorities to foster sustainable business practices and minimize both our environmental impact and
the long-term risks to Regency’s business: green building, energy efficiency, electric vehicle charging stations, renewable energy,
greenhouse gas emissions (“GHG”) reduction, water conservation, waste management, and climate change as it applies to our real
estate portfolio. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as
climate change, resource scarcity and pollution (including GHG emissions reduction), but also support our achievement of key
strategic financial and business objectives relating to our operations and development and redevelopment projects.
Throughout 2023, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our
tenants to minimize their operational environmental impact. Aligned with the Science Based Targets initiative (SBTi), our target aims
to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero
Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy
efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These
targets reflect our proactive stance in addressing environmental challenges and contributing to a more sustainable future. Regency’s
progress towards these targets, together with our strategy and efforts influenced by climate change, are further described in our 2022
Corporate Responsibility Report. Based on our current estimates and asset base, we do not expect the pursuit of these targets to
materially impact our operating results and financial condition.
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 as well as the risks that climate change may pose to our business.
Compliance with Governmental Regulations
We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such
requirements 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 aRE IT, we are generally not subject to federal income
tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to
numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We
will be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as aREIT for tax purposes in
any taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment
as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a
REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income
and excise taxes on our undistributed taxable income.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real
estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and
state income taxes which, to date, have not been material to us.
Environmental Laws and Regulations
Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for
some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental
issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar
businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability
without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous
substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may
adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and
liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that
could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not
currently expected to have a material impact on our financial condition.
Information About Our Executive Officers
Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more
than five years. As of the date of this Report, our executive officers are:
Name
Martin E. Stein, Jr.
Lisa Palmer
Michael J. Mas
Alan T. Roth
Nicholas A. Wibbenmeyer
Age
71
56
48
48
43
Title
Executive Chairman of the Board of Directors
President and Chief Executive Officer
Executive Vice President, Chief Financial Officer
East Region President & Chief Operating Officer
West Region President & Chief Investment Officer
Executive Officer in
Position Shown Since
2020 (1)
2020 (2)
2019 (3)
2023 (4)
2023(5)
(1) Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this
appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman
of the Board since 1999.
(2) Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as
President, 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, and has been with the Company since 2003.
(4) Mr. Alan T. Roth was named East Region President & Chief Operating Officer, effective January 1, 2024. Prior
to this appointment, Mr. Roth served as Executive Vice President, National Property Operations and East Region
President, since 2023, and Senior Managing Director, East Region since 2020. Prior to that, he served as
Managing Director Northeast Region since 2016 and has been with the Company since 1997.
(5) Mr. Nicholas A. Wibbenmeyer was named West Region President & Chief Investment Officer, effective January
1, 2024. Prior to this appointment, Mr. Wibbenmeyer served as Executive Vice President, West Region President
since 2023 and Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director
of Florida and the Midwest Region since 2016, and has been with the Company since 2005.
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
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related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at
www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other
report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY. 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 stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG,"
and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable
Preferred Stock trade under the ticker symbols "REGCP", and "REGCO", respectively.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.
Annual Meeting of Shareholders
Our 2024 annual meeting of shareholders is currently expected to be held on Wednesday, May 1, 2024, 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 that they may exclude significant expense and income items that are required by GAAP to be
recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which
expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these
limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-
GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the
Company.
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:
•
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 straight-line rents, above and below
market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We
provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core
Operating Earnings.
• 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.
•
•
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled
mortgage principal paid to our lenders.
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts
("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax
6
•
•
•
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 Shareholders 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.
A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property
in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that
distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance
program, are part of Non-Same Property.
• Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from
straight-line rents and above and below market rent amortization. We provide a reconciliation of Net income to Nareit
EBITDAre to Operating EBITDAre.
•
•
•
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership
interest) in our unconsolidated real estate investment partnerships.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic
interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under
GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain
other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-
rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental
details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the
assets, liabilities, and operating results of the properties in our portfolio
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more
accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our
portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and
liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss
allocations and distributions of cash flows according to the operating agreements, which generally provide for such
allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to
prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest
percentage determined when applying the equity method of accounting and do not necessarily represent our legal
claim to the assets and liabilities, or the revenues and expenses; and
o Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-
rata information.
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for
our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP
financial statements, using the Pro-rata information as asuppl ement.
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.
7
•
•
•
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.
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 and Geopolitical Environments
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 and 2023, 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, with further
increases possible. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for
space in our shopping centers.
Additionally, higher interest rates adversely impact our cost of borrowing. Our exposure to higher 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 a 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.
Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity
and financial condition, and overall results of operations.
Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity
constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and
financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access
to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events,
concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter
financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult
for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also
could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under
their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.
Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-
compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical
vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses
and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse
impacts on our business, financial condition and results of operations.
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Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and
financial condition.
The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no
shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical
challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine,
Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its
economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges
could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising
inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor
shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical
challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions
over the long term. However, a substantial delay in or lack of resolution of these challenges could have an adverse impact on the U.S.
economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the
Company.
Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger
Regency may not realize the anticipated benefits and synergies from the Urstadt Biddle merger.
On August 18, 2023, Regency completed its merger with Urstadt Biddle. The success of the merger will depend, in part, on
Regency’s ability to realize the anticipated benefits from successfully combining its and Urstadt Biddle’s businesses. Regency is
devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so
that Regency can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be
successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than
originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties
Regency may encounter in the integration process include the following:
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the inability to successfully combine the businesses of Regency and Urstadt Biddle in amanne r that permits Regency to
achieve the cost savings anticipated to result from the mergers, which would result in some anticipated benefits of the
mergers not being realized in the time frame currently anticipated, or at all;
the failure to integrate operations and internal systems, programs and controls;
the inability to successfully realize the anticipated value from some of Urstadt Biddle’s assets;
lost sales, loss of tenants and other commercial relationships;
the complexities associated with managing the combined company;
the complexities of combining two companies with different histories, cultures, markets, strategies and customer bases;
the failure to retain key employees of either of the two companies that may be difficult to replace;
the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and
policies;
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the
mergers; and
performance shortfalls as a result of the diversion of management’s attention caused by completing the mergers and
integrating Regency’s and Urstadt Biddle’s operations.
As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take
longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of
operations and growth prospects.
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
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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.
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 any future pandemic 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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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 disruptions to global
supply chains as are sult of wars involving Russia and Ukraine, Israel and Gaza, the slowing of China's economy, pandemics,
and/or 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 flows.
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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 23.4% and 19.3%, 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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becomes bankrupt or insolvent;
experiences a downturn in its business;
shifts its capital allocation away from brick and mortar formats;
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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 ate nant to postpone a store opening if certain other tenants fail to open their stores; they
may allow atenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more
commonly, they may allow atenant 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.
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, 2023, 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
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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 atena nt 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.
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.
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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:
• 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 otherwise not
meet our investment return expectations;
actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not 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;
• 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.
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 expected investment returns;
our investigation of an entity, property or building prior to our acquisition, and any representation we may have received
from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring
corrective action, which may increase our costs;
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to
complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property
failing to achieve our projected return, either temporarily or permanently;
• we may not recover our costs from an unsuccessful acquisition;
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our acquisition activities may distract or strain our management capacity; and
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We may be unable to sell properties when desired because of market conditions.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they
may not be readily convertible to cash. Market conditions, including macroeconomic events, 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.
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 to plan for the 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 more unpredictable 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. While the federal government has not yet enacted
comprehensive legislation to address climate change that would directly impact us, 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, 2023, 18.7% 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, 20.1% and 7.1% 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 significantly, 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 are sult, 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.
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Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and
remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry
cleaners, gas stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the
owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance
and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely
affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are
aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or
nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations,
or their interpretation, will not result in additional material environmental liabilities to us.
Risk Factors Related to Corporate Matters
An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors, 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 by disclosing on our
website information about our ESG activities, but some investors may desire additional disclosures that we do not provide. In
addition, the SEC is currently considering adopting new regulations that would impose additional ESG disclosure and other
compliance requirements on us. California has adopted a number of climate disclosure laws which will increase our compliance costs
and require us to make additional climate disclosures. Other states are considering legislation similar to California’s new laws.
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. In addition, failure to comply with new government climate and other ESG disclosure obligations could subject us to
significant fines and penalties.
An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue
on those properties.
We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses,
such as losses from named windstorms, 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. As a result, we may reduce the
insurance we procure or we may elect or be compelled to self-insure or otherwise assume some of this risk. 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 significant part, on the leadership and performance of our executive management team and
other key personnel, and our ability to attract, retain and motivate talented 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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Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are
unable to ensure that our objectives will be pursued.
We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or
redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However,
these investments, and other future similar investments may involve risks that would not be present were a third party not involved,
including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to
fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that
are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or
objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale
or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes
between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or
potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with
the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition,
we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we
receive from such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make
distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property
management, leasing and construction management fees from these partnerships as well as the operating income of the properties,
which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our
partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution
provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby
losing the operating income and cash flow.
Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market
capitalization rates and lower NOI at our properties which may 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
17
with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our
distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a
certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to
generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our
debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at
unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make
required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial
ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational
flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the
breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment
default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the
lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under
certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our
financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our
credit facility, and certain secured borrowings. As of December 31, 2023, less than 1.0% of our outstanding debt was variable rate
debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the
extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under
which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This
would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other
obligations and also may reduce the amount we are able to distribute to our stock and unit holders.
Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not
yield the economic benefits we anticipate, which may adversely affect us.
We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such
as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be
effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for
hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire
to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the
hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of
operations.
Risk Factors Related to Information Management and Technology
The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's
proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our
reputation and brand and expose us to potential liabilities and adverse financial impact.
Many of our information technology systems (including the systems of our real estate partners and other third-party business partners
and service providers, whether cloud-based or hosted in our servers) contain personal, financial or other information that is entrusted
to us by our tenants and employees. Many of our information technology systems contain our proprietary information and other
confidential information related to our business.
We are 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 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
such as ransomware, denial of service or other methods, such a breach may damage our reputation and cause us to lose tenants and
employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite
planning, preparation, and preventative measures, such attacks may be successful in the future and our business may be significantly
18
disrupted if unable to quickly recover. Such security breaches also could result in a violation of applicable U.S. privacy and other
laws, and potentially subject us to 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 relating to
cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks.
In addition, despite the implementation of security measures for our disaster recovery and business continuity plans, our information
systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including
computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident
that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business,
and cause us to incur material costs to remedy such damages or adverse impacts.
The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and
flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could
adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be
leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors.
Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if
information is used to train the third party's generative AI or machine learning models. Additionally, where a generative AI or
machine learning model ingests personal information and makes connections using such data, those technologies may reveal other
sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may
create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct. Due to these issues, these models could
lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive
harm, customer loss, and legal liability. In addition, uncertainty in the legal regulatory regime relating to AI may require significant
resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this
time. Several jurisdictions have already proposed or enacted laws governing AI. For example, on October 30, 2023, the Biden
administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other
jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.
These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to
change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a
competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.
Risk Factors Related to the Market Price for Our Securities
Changes in economic and market conditions may adversely affect the market price of our securities.
The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of
our control, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
actual or anticipated variations in our operating results;
changes in our funds from operations or earnings estimates;
publication of research reports about us or the real estate industry in general and recommendations by financial analysts or
actions taken by rating agencies with respect to our securities or those of other REITs;
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.
19
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.
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:
•
•
•
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 Taxes and the Parent the Company's Qualification as aRE IT
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 aRE IT for federal income tax purposes, and we plan to operate so that
the Parent Company can continue to meet the requirements for taxation as aREIT. I f 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 aRE IT requires an analysis
of various factual matters and circumstances, some of which may not be totally within our control and some of which involve
questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive
sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a
court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to
distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be
subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any
amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our
ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold
many of our assets through real estate partnerships and their subsidiaries further complicates the application of the REIT requirements.
Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that
make it more difficult for the Parent Company to remain qualified as aRE IT.
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 aRE IT (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 aREIT for t ax 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 aREIT , or
the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified
dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at
ordinary income tax rates. 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 aRE IT for taxable years beginning after December 3, 2017, and before
20
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 the gain recognized on the disposition. This tax does not apply,
however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, the Parent Company will be a
domestically controlled REIT if, at all times during the five-year period ending on the applicable stockholder’s disposition of our
stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to
qualify as a domestically controlled REIT, gain recognized by a 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 aREIT 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.
Partnership tax audit rules could have a material adverse effect.
Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss,
deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties
attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such
partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment,
it is possible that such partnership would be required to pay additional taxes, interest, and penalties as aresu lt of an audit adjustment.
We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been
required to pay additional taxes had we owned the assets of the partnership directly.
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 aREIT. T his 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.
21
The issuance of the Parent Company's capital stock may delay or prevent a change in control.
The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock
(less the shares of preferred stock already issued and outstanding) and 10,000,000 shares of special common stock and to establish the
preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying
or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also
deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate
transaction without the approval of our disinterested stockholders.
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions,
capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees.
In the past we have issued equity in the secondary market 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.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of
responsibility and decision making, which includes operation staff, management, and senior management and board-level governance.
As discussed in more detail below under “Cybersecurity Governance”, this involves management responsibility through a specialized
Cyber Risk Committee (the “CRC”) and oversight of that committee by a group of the most senior leaders of the Company, which
comprise the Company’s Executive Committee. At the Company’s Board of Directors (the “Board”) level, the Audit Committee
oversees our cybersecurity risk management program.
Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as
depicted in the Corporate Governance section of our Proxy under “Risk Oversight”.
The Company, through its Chief Information Security Officer (“CISO”), other Company employees experienced in information
network security, and the use of third-party expertise, references various recognized cybersecurity frameworks. These frameworks are
used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs
and goals. Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery,
each tailored to meet the specific challenges and needs of our business. The primary goal of this strategy is to proactively safeguard
the confidentiality, security, and availability of the information we collect and store. This proactive approach includes identifying,
preventing, and mitigating cybersecurity threats, as well as preparing to respond to cybersecurity incidents quickly and efficiently to
minimize their impact. Under the leadership of our CISO and CRC, we are committed to a continuous evaluation and enhancement of
our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.
We have adopted a risk-based strategy to manage cybersecurity risks associated with third parties. We prioritize our cybersecurity
efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the
security protocols of key vendors, service providers, and external users of our systems.
The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to
evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice
regarding cybersecurity.
Since at least January 1, 2021, we are not aware of any cybersecurity incidents that have materially affected the Company. Based on
our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the
near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition.
22
Cybersecurity Governance
The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. The CRC Chair and the
CISO provide the Audit Committee with quarterly updates. These updates cover the overall status of the Company’s cybersecurity
program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the
CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive
Committee (discussed below).
As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk
management program. This includes risk identification, assessment, management, prevention and mitigation, as well as securing
necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the
CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee.
CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of
education, experience and expertise, and is currently comprised of Company’s CISO, chief accounting officer, head of internal audit,
general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of
network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident
management, public company governance, accounting, financial controls, insurance, risk management, communications, human
capital, and legal matters including securities, privacy and technology contracting.
23
Item 2. Properties
The following table is alis t of our shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for consolidated properties (excludes properties owned by unconsolidated real estate partnerships):
December 31, 2023
December 31, 2022
Location
Florida
California
Connecticut
New York
Texas
Georgia
New Jersey
Colorado
North Carolina
Washington
Massachusetts
Ohio
Oregon
Illinois
Virginia
Pennsylvania
Missouri
Tennessee
Maryland
Minnesota
Indiana
Delaware
Michigan
South Carolina
District of Columbia
Total
Number of
Properties
88
54
43
42
26
22
17
13
10
10
9
8
7
6
6
4
4
3
2
2
1
1
1
1
1
381
GLA (in
thousands)
10,767
8,300
3,702
3,399
3,288
2,121
1,585
1,097
1,221
962
996
1,221
741
1,085
939
443
408
314
244
246
279
229
97
51
23
43,758
Percent of
Total GLA
Percent
Leased
24.6%
19.0%
8.5%
7.8%
7.5%
4.8%
3.6%
2.5%
2.8%
2.2%
2.3%
2.8%
1.7%
2.5%
2.1%
1.0%
0.9%
0.7%
0.6%
0.6%
0.6%
0.5%
0.2%
0.1%
0.1%
100.0%
95.1%
94.9%
92.5%
88.7%
97.3%
94.2%
93.3%
97.7%
98.1%
96.0%
98.5%
98.8%
95.0%
94.1%
97.7%
99.5%
98.9%
99.5%
89.9%
100.0%
100.0%
96.2%
74.0%
100.0%
100.0%
94.9%
Number of
Properties
88
53
14
16
25
22
2
13
10
10
8
8
7
6
6
4
4
3
2
2
1
1
1
1
1
308
GLA (in
thousands)
10,783
8,204
1,452
1,953
3,239
2,120
573
1,097
1,222
963
897
1,224
742
1,085
939
443
408
314
250
246
279
230
97
51
23
38,834
Percent of
Total GLA
Percent
Leased
27.8%
21.1%
3.7%
5.0%
8.3%
5.5%
1.5%
2.8%
3.2%
2.5%
2.3%
3.2%
1.9%
2.8%
2.4%
1.1%
1.1%
0.8%
0.6%
0.6%
0.7%
0.6%
0.3%
0.1%
0.1%
100.0%
95.1%
93.9%
91.1%
89.0%
98.0%
92.9%
89.2%
96.6%
98.2%
97.3%
97.6%
96.7%
94.6%
94.9%
93.4%
98.7%
99.5%
99.1%
94.4%
100.0%
100.0%
94.5%
74.0%
100.0%
85.8%
94.8%
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $24.67 and $23.95
per square foot ("PSF") as of December 31, 2023 and 2022, respectively.
24
The following table is alis t of our shopping centers, summarized by state and in order of largest holdings by number of properties,
presented for unconsolidated properties (properties owned by our unconsolidated real estate partnerships):
December 31, 2023
December 31, 2022
Location
California
Virginia
Maryland
North Carolina
Washington
Colorado
Florida
Pennsylvania
New York
Illinois
Texas
New Jersey
Minnesota
Indiana
Connecticut
Oregon
South Carolina
Delaware
District of Columbia
Total
Number of
Properties
17
14
9
7
7
6
6
6
5
5
5
4
3
2
1
1
1
1
1
101
GLA (in
thousands)
2,320
1,982
848
1,237
874
858
669
669
786
777
741
301
423
139
189
93
80
64
17
13,067
Percent of
Total GLA
Percent
Leased
17.8%
15.2%
6.5%
9.5%
6.7%
6.6%
5.1%
5.1%
6.0%
5.9%
5.7%
2.3%
3.2%
1.1%
1.4%
0.7%
0.6%
0.5%
0.1%
100.0%
98.4%
92.7%
96.0%
97.9%
98.0%
95.5%
99.0%
96.0%
98.0%
98.6%
97.1%
85.4%
98.7%
93.0%
98.1%
100.0%
100.0%
94.6%
100.0%
96.6%
Number of
Properties
17
15
9
7
7
6
6
6
1
4
5
3
3
2
1
1
1
1
1
96
GLA (in
thousands)
2,320
2,082
849
1,197
874
858
663
669
141
690
742
224
423
139
186
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%
1.2%
5.6%
6.0%
1.8%
3.4%
1.1%
1.5%
0.8%
0.7%
0.5%
0.1%
100.0%
97.4%
93.9%
96.3%
95.5%
97.4%
93.3%
99.4%
84.5%
100.0%
91.9%
94.4%
81.8%
98.3%
82.9%
98.1%
97.7%
96.7%
100.0%
100.0%
94.8%
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.04 and
$23.15 PSF as of December 31, 2023 and 2022, respectively.
25
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, 2023, based upon a percentage of total annualized base rent (GLA and dollars in
thousands):
Tenant
Publix
Albertsons Companies, Inc.
Kroger Co.
Amazon/Whole Foods
TJX Companies, Inc.
Ahold Delhaize
CVS
L.A. Fitness Sports Club
Trader Joe's
JPMorgan Chase Bank
Ross Dress For Less
Gap, Inc
Bank of America
Starbucks
Nordstrom
Wells Fargo Bank
Petco Health and Wellness Company
H.E. Butt Grocery Company
Walgreens Boots Alliance
JAB Holding Company
Target
Kohl's
Xponential Fitness
Walmart
Ulta
Best Buy
Staples
Top Tenants
Percent of
Company
Owned GLA
Annualized
Base Rent
Percent of
Annualized
Base Rent
Number of
Leased Stores
GLA
2,955
2,192
2,933
1,255
1,659
906
782
516
311
176
534
279
154
147
308
135
312
482
266
164
654
526
137
819
184
229
217
19,232
6.4% $
4.8%
6.4%
2.7%
3.6%
2.0%
1.7%
1.1%
0.7%
0.4%
1.2%
0.6%
0.3%
0.3%
0.7%
0.3%
0.7%
1.0%
0.6%
0.4%
1.4%
1.1%
0.3%
1.8%
0.4%
0.5%
0.5%
41.9% $
33,949
33,559
30,228
29,809
29,715
22,583
20,628
11,137
11,023
10,667
9,259
8,933
8,657
8,617
8,573
7,800
7,534
7,376
6,858
6,826
6,790
6,247
5,402
5,362
5,288
5,277
5,109
353,206
3.0%
3.0%
2.7%
2.6%
2.6%
2.0%
1.8%
1.0%
1.0%
0.9%
0.8%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.5%
0.5%
0.5%
0.5%
0.5%
31.6%
68
53
52
38
70
20
66
14
30
56
24
24
44
94
9
47
31
6
24
59
6
7
81
8
21
7
12
971
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.
26
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)
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
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
180
1,081
1,358
1,256
1,316
1,272
712
394
394
430
542
389
9,324
312
3,902
5,552
5,648
6,280
5,915
4,305
2,250
1,889
1,865
1,947
5,330
45,195
0.7% $
8.6%
12.3%
12.5%
13.9%
13.1%
9.5%
5.0%
4.2%
4.1%
4.3%
11.8%
100.0% $
8,044
92,635
136,495
137,458
155,730
154,464
96,481
57,467
50,664
52,983
55,662
100,519
1,098,602
0.7% $
8.4%
12.4%
12.5%
14.2%
14.1%
8.8%
5.2%
4.6%
4.8%
5.1%
9.2%
100.0% $
25.76
23.74
24.58
24.34
24.80
26.11
22.41
25.54
26.83
28.41
28.59
18.86
24.31
(1) Leases currently under month-to-month rent or in process of renewal.
During 2024, we have a total of 1,081 leases expiring, representing 3.9 million square feet of GLA. These expiring leases have an
average base rent of $23.74 PSF. The average base rent of new leases signed during 2023 was $29.89 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.
27
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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.
See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies.
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 05, 2024, there were 112,794 holders of our common stock.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common shareholders. Future distributions will be
declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our
financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT
provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In
order to maintain Regency Centers Corporation's qualification as aRE IT 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 shareholders.
Under the revolving credit agreement of our Line, in the event of any monetary default, we may not make distributions to shareholders
except to the extent necessary to maintain our REIT status.
During the quarter ended December 31, 2023, the Operating Partnership issued 181,885 exchangeable operating partnership units to
partially fund the acquisition of an operating property. Such units were issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such
issuances.
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, 2023:
Period
October 1, 2023, through
October 31, 2023
November 1, 2023, through
November 30, 2023
December 1, 2023, through
December 31, 2023
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)
—
—
—
—— $
— $
—— $
— $
— $
— $
230,000,011
230,000,011
230,000,011
(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) Our Board has authorized a two-year common stock 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 stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury
stock. Our stock repurchase program will expire February 7, 2025, unless modified, extended or earlier terminated by the Board.
41
The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE
Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2018. 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
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
$
100.00
100.00
100.00
100.00
111.42
131.49
126.00
125.03
84.78
155.68
115.92
90.47
145.30
200.37
166.04
149.32
125.60
164.08
125.58
130.60
140.38
207.21
142.83
146.32
Item 6. [Reserved]
42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executing on our Strategy
During the year ended December 31, 2023, we had Net income attributable to common shareholders of $359.5 million as compared to
$482.9 million during the year ended December 31, 2022, which included gains on sale of real estate of $109.0 million.
During the year ended December 31, 2023:
• We completed the acquisition of UBP in an all-stock transaction. As part of the transaction, we acquired over 70 properties,
growing our portfolio of high-quality, neighborhood and community shopping centers in premier suburban trade areas that
benefit from compelling demographics.
• Our Pro-rata same property NOI, excluding termination fees, grew 1.7%, primarily attributable to 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.
• We executed 1,839 new and renewal leasing transactions representing 6.9 million Pro-rata SF with positive rent spreads of
10.0% during 2023, compared to 1,981 leasing transactions representing 7.3 million Pro-rata SF with positive rent spreads of
7.4% in 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property
spaces, including spaces vacant greater than 12 months.
• At December 31, 2023, our total property portfolio was 95.1% leased while our same property portfolio was 95.7% leased,
compared to 94.8% and 95.1%, respectively, at December 31, 2022.
We continued our development and redevelopment of high quality shopping centers:
•
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $468.1 million
compared to $300.9 million at December 31, 2022.
• Development and redevelopment projects completed during 2023 represented $87.4 million of estimated net project costs,
with an average stabilized yield of 8.7%.
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
• At December 31, 2023, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 5.4x compared to
5.0x at December 31, 2022.
• On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured debt due in 2034, with a coupon of
5.250% . The Company intends to use the net proceeds of the offering to reduce the outstanding balance on its line of credit
and for general corporate purposes, including, but not limited to, the future repayment of outstanding debt. Prior to using any
of the net proceeds, we may invest the net proceeds in certificates of deposit, interest-bearing short-term investment grade
securities or money-market accounts.
• We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds
available from the January 2024 offering noted above.
• We have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real
estate partnership, which we intend to refinance or pay-off as they mature.
• At December 31, 2023, we had $1.1 billion available on the Line. In January 2024, we amended the Line agreement, to,
among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March 23, 2028 with the
option to extend the maturity for two additional six-month periods.
43
UBP Acquisition
On August 18, 2023, we completed the acquisition of UBP, which was structured as multiple mergers. Under the terms of the merger
agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share
of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred
Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A
preferred stock and Parent Company Series B preferred stock, respectively.
The following table provides the components that make up the total purchase price for the UBP acquisition:
(in thousands, except stock price)
Shares of common stock issued for acquisition
Closing stock price on August 17, 2023
Value of common stock issued for acquisition
Other adjustments
Total value of common stock issued
Debt repaid
Preferred stock converted
Transaction costs
Other cash ppayments
Total purchase price
Purchase Price
13,568
61.03
828,025
(9,495)
818,530
39,266
225,000
57,197
68
1,140,061
$
$
$
$
As part of the acquisition, Regency acquired 74 properties (all categorized as Non-Same Property for 2023 and 2024 reporting
purposes) representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. The consolidated
results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through
December 31, 2023.
Leasing Activity and Significant Tenants
We believe our high-quality, neighborhood and community shopping centers located in suburban trade areas with compelling
demographics create attractive spaces for retail and service providers to operate their businesses.
Pro-rata Percent Leased
The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:
Percent Leased – All properties
Anchor Space (spaces ≥ 10,000 SF)
Shopp Sppace (sppaces < 10,000 SF)
December 31, 2023
December 31, 2022
95.1%
96.7%
92.4%
94.8%
96.8%
91.5%
Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2023.
Pro-rata Leasing Activity
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate
partnerships (totals as a weighted-average PSF):
Anchor Space Leases
New
Renewal
Total Anchor Space Leases
Shop Space Leases
New
Renewal
Total Shop Space Leases
Total Leases
Year Ended December 31, 2023
Leasing
Transactions
SF
(in thousands)
Base
Rent PSF
Tenant
Allowance
and Landlord
Work PSF
Leasing
Commissions
PSF
41
110
151
583
1,105
1,688
1,839
859
2,916
3,775
1,179
1,952
3,131
6,906
$
$
$
$
$
20.37
18.06
18.58
38.25
37.55
37.82
27.30
$
$
$
$
$
45.96
0.39
10.77
41.71
1.73
16.79
13.50
$
$
$
$
$
5.38
0.10
1.30
13.28
0.73
5.45
3.19
44
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
$
$
$
$
$
24.36
1.07
4.86
36.17
1.66
12.23
8.33
$
$
$
$
$
5.32
0.23
1.06
11.48
0.77
4.05
2.47
The weighted-average base rent PSF on signed Shop Space leases during 2023 was $37.82 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 $34.73 PSF. New and renewal rent
spreads, as compared to prior rents on these same spaces leased, were positive at 10.0% for the 12 months ended December 31, 2023,
as compared to 7.4% for the 12 months ended December 31, 2022.
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
Albertsons Companies, Inc.
Kroger Co.
Amazon/Whole Foods
TJX Companies, Inc.
(1)
December 31, 2023
Percentage of
Company-
owned GLA (1)
Percentage of
Annual
Base Rent (1)
Number of
Stores
68
53
52
38
70
6.4%
4.8%
6.4%
2.7%
3.6%
3.0%
3.0%
2.7%
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,
diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading
grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting
from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could
negatively impact our existing tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject
any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be
paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As
a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may
incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant
with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant
reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an
aggregate of 0.5% of our Pro-rata annual base rent which is primarily related to Rite Aid who filed in October 2023.
45
Results from Operations
Results from operations for the year ended December 31, 2023, include the results of our acquisition of UBP from August 18, 2023.
Comparison of the years ended December 31, 2023 and 2022:
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 and tenant rent inducement
amortization, net
Total lease income
Other property income
Management, transaction, and other fees
Total revenues
2023
2022
Change
$
897,451
311,775
12,963
(549)
20,685
10,788
30,826
$ 1,283,939
11,573
26,954
$ 1,322,466
821,755
280,658
9,635
13,841
14,748
24,272
22,543
1,187,452
10,719
25,851
1,224,022
75,696
31,117
3,328
(14,390)
5,937
(13,484)
8,283
96,487
854
1,103
98,444
Total lease income increased $96.5 million primarily driven by the following contractually billable components of rent to the tenants
per the lease agreements:
•
$75.7 million increase from billable Base rent:
$36.5 million increase from acquisition of UBP;
$2.8 million increase from rent commencing at development properties;
$4.5 million increase from acquisitions of other operating properties in 2023 and 2022; and
$32.1 million net increase from same properties, including:
$19.1 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental
spreads on new and renewal leases;
$2.1 million increase related to our acquisition and resulting consolidation of four properties previously held
in an unconsolidated real estate partnership during 2022; and
$10.8 million increase due to redevelopment projects completing and operating.
•
•
•
•
•
•
$31.1 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, mainly from the following:
$12.7 million increase from acquisition of UBP;
$1.3 million increase from rents commencing at development properties and the acquisition of other operating
properties in 2022 and 2023; and
$16.9 million net increase from same properties primarily due to higher operating costs in the current year.
$3.3 million increase in Percentage rent due to increases in tenant sales.
$14.4 million decrease primarily driven by the 2022 collections of previously reserve amounts, which have continued to
occur in 2023, but to a lesser degree.
$5.9 million increase in Other lease income primarily due to an $3.8 million increase in lease termination fees and $2.1
million related to the acquisition of UBP.
$13.5 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash
basis tenants upon returning to accrual basis.
$8.3 million increase in Above and below market rent primarily driven by accelerated write offs for early tenant move-
outs.
Management, transaction, and other fees increased $1.1 million primarily due to increased debt placement, property management and
development fees from our real estate partnerships.
46
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 opperating exppenses
Total operating expenses
2023
352,282
229,209
165,560
97,806
9,459
854,316
$
$
2022
319,697
196,148
149,795
79,903
6,166
751,709
Change
32,585
33,061
15,765
17,903
3,293
102,607
Depreciation and amortization costs increased $32.6 million, as follows:
•
•
•
•
$24.0 million increase from acquisition of UBP;
$5.1 million increase from same properties, primarily driven by redevelopment projects;
$3.0 million increase from acquisitions of operating properties; and
$0.5 million increase from development properties becoming available for occupancy.
Property operating expense increased $33.1 million, on a net basis, as follows:
•
•
•
•
•
$8.1 million increase from acquisition of UBP;
$1.3 million increase from development properties;
$3.2 million increase from higher claims expense in our captive insurance company;
$2.2 million related to acquisitions of other operating properties; and
$18.3 million increase from same properties primarily attributable to an increase in recoverable common area and tenant
related costs.
Real estate taxes increased $15.8 million, on a net basis, mainly due to the following:
•
•
•
$8.9 million increase from acquisition of UBP;
$2.1 million increase from acquisitions of other operating properties and developments where capitalization ceased and
spaces became available for occupancy; and
$4.8 million net increase from same properties primarily due to increases in real estate tax assessments across the
portfolio.
General and administrative costs increased $17.9 million, on a net basis, mainly due to the following:
•
•
•
•
$10.9 million net increase 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;
$1.1 million net increase driven by higher professional fees, business promotion and travel related costs;
$8.3 million net increase in compensation costs primarily driven by salary increases, fewer vacant positions and
performance-based incentive compensation; partially offset by
$2.5 million decrease due to higher development overhead capitalization based on the timing and progress of our
development and redevelopment projects.
Other operating expenses increased $3.3 million, primarily due to transition costs related to the acquisition of UBP.
The following table presents the components of Other expense:
(in thousands)
Interest expense, net
Interest on notes payable
Interest on unsecured credit facilities
Capitalized interest
Hedge expense
Interest income
Interest expense, net
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
Total other exppense (income)
2023
2022
Change
$
$
154,647
6,824
(5,695)
438
(1,965)
154,249
(661)
(99)
(5,665)
147,824
148,803
2,058
(4,166)
438
(947)
146,186
(109,005)
—
6,921
44,102
5,844
4,766
(1,529)
—
(1,018)
8,063
108,344
(99)
(12,586)
103,722
47
Interest expense, net increased $8.1 million primarily due to the following:
•
•
•
$5.8 million net increase related to loans assumed with the UBP acquisition;
$4.8 million increase driven by higher average balances on our unsecured credit facility; partially offset by
$2.5 million decrease from higher capitalization of interest due to timing of development spend and higher interest income
earned on cash balances.
During 2023, we recognized gains on sale of $0.7 million from three land parcels. During 2022, we recognized gains on sale of
$109.0 million from two operating property and five land parcels.
Net investment income increased $12.6 million primarily driven by $11.0 million gains on investments held in the non-qualified
deferred compensation plan which have an offsetting expense in General and administrative costs noted above and $1.6 million gains
on investments held in our captive insurance company.
Total 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)
Other investments in real estate partnerships
Regency's
Ownership
40.00%
30.00%
20.00%
20.00%
30.00%
25.00%
11.80% - 66.67%
Total equity in income of investments in real estate partnerships
2023
2022
Change
$
$
35,901
84
1,630
1,743
2,199
2,912
6,072
50,541
35,819
9,173
1,817
1,735
1,669
4,499
5,112
59,824
82
(9,089)
(187)
8
530
(1,587)
960
(9,283)
(1)
(2)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members.
Dissolution will follow final distributions, which are expected in 2024.
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. The remaining
operating property within RegCal, LLC, was sold in the fourth quarter of 2023.
The $9.3 million decrease, on a net basis, in our equity in income of investments in real estate partnerships is largely attributable to the
following changes:
•
•
•
$9.1 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022;
$1.6 million decrease within RegCal, primarily due to gain on sale of one operating property during 2022 in comparison
to the one sold in 2023; partially offset by
$1.0 million increase within Other investments in real estate partnerships, related to increases in lease income at a single
property partnership under redevelopment and income generated by new partnerships assumed through the UBP
acquisition.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
(in thousands)
Net income
Income attributable to noncontrolling interests
Net income attributable to the Comppany
Preferred stock dividends
Net income attributable to common shareholders
Net income attributable to exchangeable operating partnership
units
Net income attributable to common unit holders
2023
2022
Change
$
$
$
370,867
(6,310)
364,557
(5,057)
359,500
2,008
361,508
488,035
(5,170)
482,865
—
482,865
2,105
484,970
(117,168)
(1,140)
(118,308)
(5,057)
(123,365)
(97)
(123,462)
Comparison of the years ended December 31, 2022 and 2021:
For aco mparison of our results from operations for the years ended December 31, 2022 and 2021, 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, 2022, filed with the SEC on February 17, 2023.
48
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 the operating results. We believe these non-GAAP measures provide useful information to
our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations.
Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of
determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial
information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and
unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our
Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other
REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to
determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See
"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 as an alternative to financial measures determined in accordance with GAAP, rather they
supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation
of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized
in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and
income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations,
reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set
forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future
prospects.
Pro-rata Same Property NOI:
Pro-rata same property NOI, excluding termination fees/expenses, 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 ppropperty 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 $44.2 million, on a net basis, as follows:
2023
2022
Change
$
$
$
940,556
328,314
14,531
7,833
(361)
12,450
9,229
1,312,552
222,139
168,825
11,992
402,956
909,596
7,833
901,763
908,351
308,930
11,040
5,007
14,496
11,945
8,580
1,268,349
202,017
162,926
11,761
376,704
891,645
5,007
886,638
32,205
19,384
3,491
2,826
(14,857)
505
649
44,203
20,122
5,899
231
26,252
17,951
2,826
15,125
1.7%
•
•
•
•
•
Base rent increased $32.2 million due to rent steps in existing leases, positive rental spreads on new and renewal leases,
and increases in occupancy, as well as redevelopment projects completing and operating.
Recoveries from tenants increased $19.4 million due to increases in recoverable expenses.
Percentage rent increased $3.5 million, due to increases in tenant sales.
Termination fees increased $2.8 million driven by two anchor terminations recognized in 2023.
Uncollectible lease income decreased $14.9 million primarily driven by the 2022 collection of previously reserved
amounts, which have continued to occur in 2023, but to a lesser degree.
49
Total real estate operating expense increased $26.3 million, on a net basis, as follows:
•
•
Operating and maintenance increased $20.1 million primary due to increases in common area maintenance and other
tenant-recoverable costs.
Real estate taxes increased $5.9 million primary due to an increase in real estate tax assessments across the portfolio.
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
Developments that reached completion by beginning of earliest
comparable period presented
Disposed properties
SF adjustments (1)
Change in intended property use
Ending same property count
(1) SF adjustments arising from re-measurements or redevelopments.
Nareit FFO and Core Operating Earnings:
2023
Property
Count
389
5
—
(1)
—
1
394
GLA
41,383
771
—
(27)
8
—
42,135
2022
Property
Count
393
—
1
(5)
—
—
389
GLA
41,294
327
72
(195)
(115)
—
41,383
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 shareholders
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
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
Merger transition costs
Early extinguishment of debt
Certain Non Cash Items
Straight-line rent
Uncollectible straight-line rent
Above/below market rent amortization, net
Debt premium/discount amortization
Core Opperating Earnings
2023
2022
$
359,500
482,865
378,400
(3,822)
2,008
736,086
344,629
(121,835)
2,105
707,764
736,086
707,764
4,620
(99)
(11,060)
(1,174)
(29,869)
2,352
700,856
—
176
(11,327)
(14,155)
(21,434)
(184)
660,840
$
$
$
(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share
attributable to noncontrolling interests.
50
Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:
2023
2022
$
359,500
(in thousands)
Net income attributable to common shareholders
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
Preferred stock dividends
Pro-rata NOI
Less non-same property NOI (3)
Pro-rata same ppropperty NOI
$
26,954
46,084
352,282
97,806
9,459
147,824
46,088
6,310
5,057
951,288
(41,692)
909,596
482,865
25,851
51,090
319,697
79,903
6,166
44,102
35,824
5,170
—
896,786
(5,141)
891,645
(1)
(2)
(3)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and
noncontrolling interests.
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 property, sold property, development properties, and corporate activities.
Also includes adjustments for earnings at the four properties we acquired from our former unconsolidated RegCal partnership in
2022 in order to calculate growth on a comparable basis for the periods presented.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our
development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of
our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the
commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real
estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent
Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will
simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections.
We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the
requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We
expect to meet these needs by using a combination of the following: cash flow from operations after funding our common stock and
preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank
financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale
of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we
can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due
to the current interest rate environment.
On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due 2034 (the “2024 Notes”) under
our existing shelf registration filed with the SEC. The Notes mature on January 15, 2034, and were issued at 99.617% of par value
with a coupon of 5.25%. We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the
proceeds available from the 2024 Notes. In addition, we have $148.3 million of secured mortgage maturities during the next 12
months, including mortgages within our real estate partnerships, which we intend to refinance or pay-off as they mature. Based upon
our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we
own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the
longer term, we can provide no assurances.
51
In addition to our $85.0 million of unrestricted cash, we have the following additional sources of capital available:
(in thousands)
ATM 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(2)
Available capacity (1)
Maturity (2)
(1) Net of letters of credit issued against our Line.
(2)
December 31, 2023
$
$
$
$
500,000
500,000
1,250,000
1,090,285
March 23, 2025
In January 2024, the Company amended its Line, to, among other items, increase the borrowing capacity to $1.5 billion and to
extend the maturity date to March, 2028 with the option to extend the maturity for two additional six-month periods.
The declaration of dividends is determined quarterly by our Board of Directors. On February 7, 2024, our Board of Directors:
•
•
•
Declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13,
2024;
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30,
2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on
April 15, 2024; and
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30,
2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on
April 15, 2024.
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, 2023 and 2022, we generated cash flow from operations of $719.6 million and $655.8 million,
respectively, and paid $458.8 million in dividends to our common and preferred stock and unit holders, and $430.1 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 and preferred stock dividend payments in January
2024, we estimate that we will require capital during the next 12 months of approximately $677.8 million related to leasing
commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships,
and repaying maturing debt. These capital requirements are being impacted by inflation resulting in increased costs of construction
materials, labor, and services from third party contractors and suppliers. Further, continued challenges from permitting delays and
labor shortages may extend the time to completion of these projects. In response, we have implemented mitigation strategies such as
entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts.
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, 2023, 87.1% of our wholly-owned real
estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured
debt markets and to maintain borrowing capacity on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-
rata share of our partnerships, was 4.7x and 4.6x for the periods ended December 31, 2023 and 2022, respectively, and our Pro-rata net
debt and Preferred Stock-to-operating EBITDAre adjusted ratio on a trailing 12 month basis was 5.4x and 5.0x, respectively, for the
same periods. In light of the merger with UBP on August 18, 2023, the adjusted debt metric calculations include legacy Regency
results for the trailing 12 months and the annualized contribution from UBP post merger.
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. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent
with our existing debt covenants. We were in compliance with these covenants at December 31, 2023, and expect to remain in
compliance.
52
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 change in cash, cash equivalents, and restricted cash
Total cash, cash eqquivalents, and restricted cash
2023
719,591
(341,978)
(355,035)
22,578
91,354
$
$
2022
655,815
(206,108)
(475,958)
(26,251)
68,776
Change
63,776
(135,870)
120,923
48,829
22,578
Net cash provided by operating activities:
Net cash provided by operating activities increased $63.8 million due to:
•
•
$58.7 million increase in cash from operations due to timing of receipts and payments, and
$5.1 million increase in operating cash flow distributions from Investments in real estate partnerships.
Net cash used in investing activities:
Net cash used in investing activities changed by $135.9 million as follows:
(in thousands)
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $0,
$3,061 and $2,991 in 2023, 2022 and 2021, respectively
Acquisition of UBP, net of cash acquired of $14,143
Real estate development and capital improvements
Proceeds from sale of real estate
Issuance of notes receivable
Collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
2023
2022
Change
$
(45,386)
(82,389)
(232,855)
11,167
(4,000)
4,000
(13,119)
11,308
1,283
(7,990)
16,003
$ (341,978)
(169,639)
——
(195,418)
143,133
—
1,823
(36,266)
48,473
1,113
(21,112)
21,785
(206,108)
124,253
(82,389)
(37,437)
(131,966)
(4,000)
2,177
23,147
(37,165)
170
13,122
(5,782)
(135,870)
Significant changes in investing activities include:
• We paid $45.4 million in 2023 to purchase two operating properties. In 2022, we paid $169.6 million to purchase seven
operating properties, including four properties in which we previously held a 25% interest through an unconsolidated
Investment in real estate partnership.
• We invested $82.4 million, net of $14.1 million in cash acquired for the acquisition of UBP, including $39.3 million for UBP
debt repaid at closing, and $57.2 million in direct transaction and other costs.
• We invested $37.4 million more in 2023 than 2022 in real estate development, redevelopment, and capital improvements, as
further detailed in the tables below.
• We sold five land parcels, and one development project interest in 2023 for proceeds of $11.2 million compared to two
operating properties, four land parcels, and one development project interest in 2022 for proceeds of $143.1 million.
• We issued and collected $4.0 million in notes receivable during 2023, and collected $1.8 million during 2022.
• We invested $13.1 million in our real estate partnerships during 2023, including:
o
o
$2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and
$10.3 million to fund our share of development and redevelopment activities
• During the same period in 2022, we invested $36.3 million in our real estate partnerships, including:
o
o
o
$6.1 million to fund our share of acquiring one operating property within an existing real estate 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.
53
•
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds:
o During 2023, we received $11.3 million, including $3.6 million from our share of debt refinancing activities and
$7.7 million from our share of proceeds from real estate sales.
o During 2022, we received $48.5 million, including $11.6 million from our share of debt refinancing activities and
$36.9 million from our share of proceeds from real estate sales.
• 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 2023, we deployed capital of
$232.9 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
Cappitalized direct comppensation
Real estate development and capital improvements
2023
2022
Change
$
$
2,580
92,609
88,426
34,981
5,505
8,754
232,855
12,484
75,420
68,730
27,861
4,133
6,790
195,418
(9,904)
17,189
19,696
7,120
1,372
1,964
37,437
• We paid $2.6 million to acquire one land parcel for development in 2023, and 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.
•
•
Building and tenant improvements increased $17.2 million during 2023, primarily related to the timing of capital projects.
Redevelopment costs are $19.7 million higher in 2023 due to the timing and magnitude of projects currently in process. We
intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land
acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related
tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The
timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our
redevelopment projects.
• Development costs are higher in 2023 due to the progress towards completion of our development projects in process. See
the tables below for more details about our development projects.
•
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We
cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial
completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the
anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we
capitalize may be lower than historical averages.
• We have a staff of employees who directly support our development program, which includes redevelopment of our existing
properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
December 31, 2023
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
Baybrook East - Phase 1B(4)
Sienna - Phase 1
The Shops at SunVet
Total Developments In-Process
Metro NYC
Houston, TX
Houston, TX
Long Island, NY
70%
50%
75%
100%
Q1-22
Q2-22
Q2-23
Q2-23
2025
2025
2027
2027
46,172
10,384
9,409
86,872
152,837
$
247
78
23
167
515
$
187
133
409
520
297
81%
77%
26%
36%
51%
(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 - Phase 1B 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.
54
The following table summarizes our redevelopment projects in-process and completed:
(in thousands)
Property Name
Market
Ownership
December 31, 2023
Estimated
Stabilization
Year (1)
Estimated
Incremental
Project Costs (2)
(3)
GLA (3)
% of Costs
Incurred
Boston, MA
Bethesda, MD
Atlanta, GA
Redevelopments In-Process
The Abbot
Westbard Square Phase I
Buckhead Landing
Bloom on Third (fka Town
and Country Center)
Mandarin Landing
Jacksonville, FL
Serramonte Center - Phase 3 San Francisco, CA
Los Angeles, CA
Circle Marina Center
Miami, FL
Avenida Biscayne
Atlanta, GA
Cambridge Square
Various
Various Redevelopments
Los Angeles, CA
Start
Date
Q2-19
Q2-21
Q2-22
Q4-22
100%
100%
100%
35%
100%
100%
100%
100%
100%
Q2-23
Q2-23
Q3-23
Q4-23
Q4-23
20% - 100% Various
2025
2025
2025
2027
2025
2025
2025
2026
2026
Various
Total Redevelopments In-Process
Redevelopments Completed
The Crossing Clarendon
Various Properties
Total Redevelopments Completed
Metro DC
Various
100%
Q4-18
20% - 100% Various
2024
Various
$
$
$
$
58,973
37,000
30,859
24,525
16,422
36,989
14,986
22,743
15,002
57,762
315,261
55,679
32,345
88,024
95%
74%
37%
24%
22%
13%
10%
12%
3%
40%
43%
64
126
152
51
140
1,072
118
29
73
1,368
3,193
129
1,648
1,777
(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.
Net cash used in financing activities:
Net cash flows used in financing activities changed during 2023, as follows:
(in thousands)
Cash flows from financing activities:
2023
2022
Change
Net proceeds from common stock issuances
Repurchase of common shares in conjunction with equity award plans
Common shares repurchased through share repurchase program
Proceeds from sale of treasury stock, net
Contributions from (Distributions to) limited partners in consolidated
partnerships, net
Dividend payments and operating partnership distributions
Redemption of exchangeable operating partnership units
Proceeds from unsecured credit facilities, net
Proceeds from debt issuance
Debt repayment, including early redemption costs
Payment of loan costs
Net cash used in financing activities
$
(33)
(7,662)
(20,006)
103
2,425
(458,846)
(9,163)
152,000
59,500
(72,827)
(526)
$ (355,035)
61,284
(6,447)
(75,419)
64
(7,245)
(430,143)
—
——
—
(17,964)
(88)
(475,958)
(61,317)
(1,215)
55,413
39
9,670
(28,703)
(9,163)
152,000
59,500
(54,863)
(438)
120,923
Significant financing activities during the years ended December 31, 2023 and 2022 included the following:
• We received proceeds of $61.3 million, net of issue costs, in April 2022 upon settling forward equity sales under our ATM
program.
• We repurchased for cash a portion of the common stock granted to employees for stock-based compensation to satisfy
employee tax withholding requirements, which totaled $7.7 million and $6.4 million during the years ended December 31,
2023 and 2022, respectively.
• We paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program during 2023, and
$75.4 million during the same period in 2022 to repurchase 1,294,201 shares of our common stock through our Repurchase
Program.
• We received $2.4 million net from limited partners, including $10.2 million of contributions for their share of debt
repayments and development funding, partially offset by $7.8 million in operating distributions during 2023. During 2022,
we paid $7.2 million, net to limited partners, including $15.0 million in distributions for both operating cash flows as well as
55
a partner buyout, partially offset by $7.8 million of contributions from limited partners in new consolidated Investments in
real estate partnerships.
• We paid $28.7 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of
our common stock outstanding, as well as preferred dividends commencing in 2023 as aresu lt of the UBP acquisition.
• We paid $9.2 million in 2023 for the redemption of exchangeable operating partnership units.
• We received net proceeds of $152.0 million from our unsecured credit facilities to fund direct transaction costs related to the
UBP acquisition.
• We had the following debt related activity during 2023:
o We received $59.5 million in proceeds from amort gage refinancing,
o We paid $72.8 million for debt repayments, including:
$11.2 million in principal mortgage payments, and
$61.6 million for aco mbination of repaying or refinancing six mortgage loans at maturity.
• We had the following debt related activity during 2022:
o We paid $18.0 million for secured debt payments, including:
$6.8 million to repay one mortgage, and
$11.2 million in principal mortgage payments.
Contractual Obligations
We have contractual obligations at December 31, 2023, which are discussed in our notes to Consolidated Financial Statements and
include:
• Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as
discussed in note 10;
• We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased
the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases
pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7;
• Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
•
Letters of credit of $8.5 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;
• 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
• 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 significant accounting policies is necessary for a complete understanding of our Consolidated Financial
Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates, judgments, and
assumptions that impact the balance of assets and liabilities as of the financial statement date and the reported amount of income and
expenses during the financial reporting period. These accounting estimates, judgments and assumptions are based upon, but not
limited to historical experience, current trends, expected future results, current market conditions, and interpretation of industry
accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates
discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility
that future events may differ from those judgments, or that the use of different assumptions could result in materially different
estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize
could differ from such estimates.
Valuation of Real Estate Investments Acquired from Urstadt Biddle Properties, Inc.
We generally account for an acquisition of a single real estate property or portfolio of real estate properties as an asset acquisition. We
measure the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate
properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is
based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the
estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on
a valuation utilizing a market approach methodology that identifies comparable land sales.
Key assumptions may include stabilized net operating income and capitalization rates. Stabilized net operating income is based on
several factors including property operating history, market rents, location, property conditions, amenities, local demographics,
56
economic trends, and size of the property. We determine capitalization rates by market based on recent transactions and other market
data and adjust, if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data,
such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for
sale. The use of different assumptions, judgments and estimates to value the acquired properties and allocate the most significant
portion of the purchase price among the land, buildings and improvements and identified intangible assets and liabilities could affect
the depreciation and amortization expense we recognize over the estimated remaining useful life.
Impairment of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances,
including property operating performance, general market conditions or changes in expected hold periods, that indicate that the
carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable.
If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are
directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions,
including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable
sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key
assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon
ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an
impairment loss is recognized equal to the excess of carrying value over the estimated fair value.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data
if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.
The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate.
Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the
estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales
information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may
result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Recent Accounting Pronouncements
See note 1 to Consolidated Financial Statements.
Environmental Matters
We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain
current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the
relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations.
Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more
environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain
third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We
have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known
contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in
certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of
doing so.
As of December 31, 2023, we had accrued liabilities of $19.4 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.
57
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
• Under the Line, as further described in note 9 to the Consolidated Financial Statements, we have a variable interest rate that,
as of December 31, 2023, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus
0.865%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line was dependent upon
maintaining specific credit ratings. If our credit ratings were downgraded, the applicable margin on the Line would increase,
resulting in higher interest costs. As of December 31, 2023 the interest rate plus applicable margin based on our credit rating
ranged from Adjusted SOFR plus 0.690% to Adjusted SOFR plus 1.540%. Effective January 18, 2024, upon the Sixth
Amendment to the Line, the applicable margin on the Line is dependent upon maintaining certain compliance ratios and
credit ratings stipulated in the credit agreement, and the interest rate plus applicable margin based on our credit rating ranges
from Adjusted SOFR plus 0.640% to Adjusted SOFR plus 1.390%.
• 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 to fund our
commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the
number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully
issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility
and 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, 2023. 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, 2023, and are subject to change on a monthly basis. In addition, we continually assess the market risk for
floating rate debt and believe that a 1% increase in interest rates would decrease future earnings and cash flows by approximately
$1,557,500 per year based on $155.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at
December 31, 2023. If we increase our line of credit balance in the future, additional decreases to future earnings and cash flows
could occur.
Further, the table below incorporates only those exposures that exist as of December 31, 2023, 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 aresu lt, 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, 2023.
(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)
$
$
2024
395,978
2025
309,882
2026
359,273
2027
756,170
2028
343,580
Thereafter
1,864,200
Total
4,029,083
Fair Value
3,759,418
3.86%
—
5.89%
3.88%
155,750
3.88%
——
3.87%
——
3.94%
——
5.89%
—%
—%
—%
3.86%
—
—%
155,750
155,734
(1) Reflects amount of debt maturities during each of the years presented as of December 31, 2023.
(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, 2023, was used to
determine the average interest rate for all future periods.
58
Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Capital for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2023
60
67
68
69
70
72
75
76
77
78
80
82
117
All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information
required therein is shown in the Consolidated Financial Statements or notes thereto.
59
Report of Independent Registered Public Accounting Firm
To the Shareholders 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, 2023 and 2022, 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, 2023, 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,
2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2023, 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, 2023, 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 16, 2024 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 matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. 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.
60
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:
•
•
•
•
•
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.
Acquisition of Urstadt Biddle Properties, Inc.
As discussed in Note 1 and 2 to the consolidated financial statements, the Company acquired Urstadt Biddle Properties, Inc.
(UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset
acquisitions, the Company measures the real estate assets acquired based on their total cost of the acquisition and the total
cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value
of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by
applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate
properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that
identifies comparable land sales.
We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value
measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor
judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair
value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of
certain land acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for the real
estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real
estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain
real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who
assisted in:
•
•
comparing the Company’s capitalization rate assumptions used in the measurement of the fair value of real estate
properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by
comparing to available market information related to land sales.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 16, 2024
61
Report of Independent Registered Public Accounting Firm
To the Shareholders 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, 2023, based on criteria established in Internal Control –In tegrated 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, 2023, 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, 2023 and 2022, 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, 2023,
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 16, 2024 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 amater ial 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 16, 2024
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 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, 2023 and 2022, 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, 2023, 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,
2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2023, 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, 2023, 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 16, 2024 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 matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate
assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. 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 acritical au dit 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.
63
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances
that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes
in circumstances indicating a potential shortening of the expected holding period, we:
•
•
•
•
•
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.
Acquisition of Urstadt Biddle Properties, Inc.
As discussed in Note 1 and 2to th e consolidated financial statements, the Partnership acquired Urstadt Biddle Properties, Inc.
(UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset
acquisitions, the Partnership measures the real estate assets acquired based on their total cost of the acquisition and the total
cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value
of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by
applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate
properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that
identifies comparable land sales.
We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value
measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor
judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair
value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of
certain land acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Partnership's fair value measurement process for the
real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain
real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For
certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge,
who assisted in:
•
•
comparing the Partnership's capitalization rate assumptions used in the measurement of the fair value of real estate
properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by
comparing to available market information related to land sales.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 16, 2024
64
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,
2023, based on criteria established in Internal Control –In tegrated 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, 2023, 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, 2023 and 2022, 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, 2023,
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 16, 2024 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 amater ial 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 16, 2024
65
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REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2023 and 2022
(in thousands, except share data)
2023
2022
Assets
Net real estate investments:
Real estate assets, at cost (note 1)
Less: accumulated depreciation
Real estate assets, net
Investments in sales-type lease, net
Investments in real estate ppartnershipps (note 4)
Net real estate investments
Properties held for sale
Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at
December 31, 2023 and 2022, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023
and 2022, respectively
Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at
December 31, 2023 and 2022, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Equity
Liabilities:
Notes payable, net (note 9)
Unsecured credit facility (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at
December 31, 2023 and 2022, respectively (note 6)
Lease liabilities
Tenants’ security, escrow deposits and prepaid rent
Total liabilities
Equity:
Shareholders’ equity (note 12):
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued,
in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of
$25 per share and no shares authorized or issued at December 31, 2022
Common stock $0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and
171,124,593 shares issued at December 31, 2023 and 2022, respectively
Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022,
respectively
Additional paid-in-capital
Accumulated other comprehensive (loss) income
Distributions in excess of net income
Total shareholders’ equity
Noncontrolling interests (note 12):
Exchangeable operating partnership units, aggregate redemption value of $74,199 and $46,340 at
December 31, 2023 and 2022, respectively
Limited partners’ interests in consolidated partnerships (note 1)
Total noncontrolling interests
Total eqquity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
$
$
$
$
13,454,391
2,691,386
10,763,005
8,705
370,605
11,142,315
18,878
91,354
206,162
73,398
283,375
328,002
283,429
12,426,913
4,001,949
152,000
358,612
398,302
246,063
78,052
5,234,978
225,000
1,846
(25,488)
8,704,240
(1,308)
(1,871,603)
7,032,687
42,195
117,053
159,248
7,191,935
12,426,913
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
—
1,711
(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
67
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per share data)
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
Provision for impairment of real estate
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
Total other exppense
Income from operations before equity in income of investments in real estate
partnerships
Eqquity in income of investments in real estate ppartnershipps (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 the Comppany
Preferred stock dividends
Net income attributable to common shareholders
Income per common share - basic (note 15)
Income per common share - diluted (note 15)
See accompanying notes to consolidated financial statements.
2023
2022
2021
$
1,283,939
11,573
26,954
1,322,466
1,187,452
10,719
25,851
1,224,022
1,113,368
12,456
40,337
1,166,161
352,282
229,209
165,560
97,806
9,459
854,316
154,249
—
(661)
(99)
(5,665)
147,824
320,326
50,541
370,867
(2,008)
(4,302)
(6,310)
364,557
(5,057)
359,500
2.04
2.04
$
$
$
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
—
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
—
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2.12
2.12
68
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
Net income
Other comprehensive income:
2023
$
370,867
2022
488,035
2021
366,288
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Reclassification adjustment of derivative instruments included in net income
Unrealized gain (loss) on available-for-sale debt securities
Other compprehensive (loss) income
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
(2,448)
(7,536)
337
(9,647)
361,220
6,310
(779)
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355,689
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
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S
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2023
2022
2021
$
370,867
488,035
366,288
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
Accretion 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, net of tax
Early extinguishment of debt
Distribution of earnings from investments in real estate partnerships
Settlement of derivative instruments
Deferred compensation expense (income)
Realized and unrealized (gain) loss on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow depposits and ppreppaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in
2023, 2022 and 2021, respectively
Acquisition of UBP, net of cash acquired of $14,143
Real estate development and capital improvements
Proceeds from sale of real estate
Issuance of notes receivable
Collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
Cash flows from financing activities:
Net proceeds from common stock issuance
Repurchase of common shares in conjunction with equity award plans
Common shares repurchased through share repurchase program
Proceeds from sale of treasury stock
Contributions from limited partners in consolidated partnerships
Distributions to limited partners in consolidated partnerships
Distributions to exchangeable operating partnership unit holders
Redemption of exchangeable operating partnership units
Dividends paid to common shareholders
Dividends paid to preferred shareholders
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Net cash used in financing activities
Net change in cash, cash equivalents, and restricted cash
Cash, cash eqquivalents, and restricted cash at beginning of the year
Cash, cash equivalents, and restricted cash at end of the year
$
72
352,282
8,252
(29,130)
20,075
(50,541)
(661)
—
(99)
66,531
—
4,782
(5,571)
(13,904)
(11,156)
3,028
5,152
(316)
719,591
(45,386)
(82,389)
(232,855)
11,167
(4,000)
4,000
(13,119)
11,308
1,283
(7,990)
16,003
(341,978)
(33)
(7,662)
(20,006)
103
10,238
(7,813)
(2,368)
(9,163)
(453,065)
(3,413)
557,000
(405,000)
59,500
(61,592)
(11,235)
(526)
(355,035)
22,578
68,776
91,354
319,697
5,799
(20,995)
16,521
(59,824)
(109,005)
—
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61,416
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7,040
(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)
61,284
(6,447)
(75,419)
64
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(1,867)
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(428,276)
—
95,000
(95,000)
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(6,745)
(11,219)
(88)
(475,958)
(26,251)
95,027
68,776
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)
82,510
(4,083)
—
96
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(1,815)
—
(403,085)
—
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(265,000)
—
(42,014)
(11,255)
(7,468)
(656,459)
(283,423)
378,450
95,027
2023
2022
2021
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in
2023, 2022, and 2021, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends
declared but not paid
Previously held equity investments in real estate assets acquired
Mortgage loans assumed by Comppany with the acqquisition of real estate
Right of use assets obtained in exchange for new operating lease liabilities
Sale of leased asset in exchange for net investment in sales-type lease
UBP Acquisition:
Notes payable assumed in acquisition, at fair value
Noncontrolling interest assumed in acquisition, at fair value
Common stock exchanged for UBP shares
Preferred stock exchanged for UBP shares
Common stock issued for partnership units exchanged
Exchangeable operating partnership units issued for acquisition of real estate
Real estate received in lieu of promote interest
Change in accrued capital expenditures
Common stock issued under dividend reinvestment plan
Stock-based compensation capitalized
Contributions to investments in real estate partnerships
Contributions from limited partners in consolidated partnerships, net
Reallocation of equity upon acquisition of a limited partner's interest in a consolidated
partnershipp
Adjustment for noncontrolling interests in the operating partnership
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
Change in fair value of securities
See accompanying notes to consolidated financial statements.
$
$
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$
$
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147,176
933
126,683
—
98
36,577
8,510
284,706
64,492
818,530
225,000
199
31,253
—
8,877
622
954
920
—
—
—
1,193
2,080
2,245
338
141,359
570
111,709
17,179
22,779
—
—
—
—
—
—
1,275
—
—
4,888
524
735
—
5,436
6,266
—
1,126
2,250
786
1,658
140,084
378
107,480
(4,609)
111,104
—
—
—
—
—
—
99
—
13,589
10,188
1,286
666
—
—
—
—
1,084
1,416
3,647
513
73
This page intentionally left blank.
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2023 and 2022
(in thousands, except unit data)
Assets
Net real estate investments:
Real estate assets, at cost (note 1)
Less: accumulated depreciation
Real estate assets, net
Investments in sales-type lease, net
Investments in real estate ppartnershipps (note 4)
Net real estate investments
Properties held for sale
Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at
December 31, 2023 and 2022, respectively (note 1)
Tenant and other receivables (note 1)
Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023
and 2022, respectively
Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at
December 31, 2023 and 2022, respectively (note 6)
Right of use assets, net
Other assets (note 5)
Total assets
Liabilities and Capital
Liabilities:
Notes payable, net (note 9)
Unsecured credit facility (note 9)
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at
December 31, 2023 and 2022, respectively (note 6)
Lease liabilities
Tenants’ security, escrow deposits and prepaid rent
Total liabilities
Capital:
Partners’ capital (note 12):
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued, in
the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of
$25 per unit and no units authorized or issued at December 31, 2022
General partner; 184,581,070 and 171,124,593 units outstanding at December 31, 2023 and
2022, respectively
Limited partners; 1,107,454 and 741,433 units outstanding at December 31, 2023 and 2022,
respectively
Accumulated other comprehensive (loss) income
Total partners’ capital
Noncontrolling interest: Limited ppartners’ interests in consolidated ppartnershipps
Total capital
Total liabilities and capital
See accompanying notes to consolidated financial statements.
2023
2022
13,454,391
2,691,386
10,763,005
8,705
370,605
11,142,315
18,878
91,354
206,162
73,398
283,375
328,002
283,429
12,426,913
4,001,949
152,000
358,612
398,302
246,063
78,052
5,234,978
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
225,000
—
6,808,995
6,089,425
42,195
(1,308)
7,074,882
117,053
7,191,935
12,426,913
34,489
7,560
6,131,474
46,565
6,178,039
10,860,220
$
$
$
$
75
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per unit data)
2023
2022
2021
$
1,283,939
11,573
26,954
1,322,466
1,187,452
10,719
25,851
1,224,022
1,113,368
12,456
40,337
1,166,161
352,282
229,209
165,560
97,806
9,459
854,316
154,249
—
(661)
(99)
(5,665)
147,824
320,326
50,541
370,867
(4,302)
366,565
(5,057)
361,508
2.04
2.04
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
—
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
—
363,026
2.12
2.12
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
Provision for impairment of real estate
Gain on sale of real estate, net of tax
Early extinguishment of debt
Net investment (income) loss
Total other exppense
Income from operations before equity in income of investments in real estate
partnerships
Eqquity in income of investments in real estate ppartnershipps (note 4)
Net income
Limited partners’ interests in consolidated partnerships
Net income attributable to the Partnership
Preferred unit distributions and issuance costs
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.
$
$
$
76
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
Net income
Other comprehensive income:
2023
$
370,867
2022
488,035
2021
366,288
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
Reclassification adjustment of derivative instruments included in net income
Unrealized gain (loss) on available-for-sale debt securities
Other compprehensive (loss) income
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other compprehensive (loss) income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company
$
See accompanying notes to consolidated financial statements.
(2,448)
(7,536)
337
(9,647)
361,220
4,302
(731)
3,571
357,649
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
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S
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2023
2022
2021
$
370,867
488,035
366,288
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
Accretion 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, net of tax
Early extinguishment of debt
Distribution of earnings from investments in real estate partnerships
Settlement of derivative instruments
Deferred compensation expense (income)
Realized and unrealized (gain) loss on investments
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs
Other assets
Accounts payable and other liabilities
Tenants’ security, escrow deposits and prepaid rent
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in
2023, 2022 and 2021, respectively
Acquisition of UBP, net of cash acquired of $14,143
Real estate development and capital improvements
Proceeds from sale of real estate
Issuance of notes receivable
Collection of notes receivable
Investments in real estate partnerships
Return of capital from investments in real estate partnerships
Dividends on investment securities
Acquisition of investment securities
Proceeds from sale of investment securities
Net cash used in investing activities
Cash flows from financing activities:
Net proceeds from common stock issuance
Repurchase of common units in conjunction with equity award plans
Common units repurchased through share repurchase program
Proceeds from sale of treasury stock
Contributions from limited partners in consolidated partnerships
Distributions to limited partners in consolidated partnerships
Distributions to partners
Dividends paid to preferred shareholders
Redemption of exchangeable operating partnership units
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities
Proceeds from notes payable
Repayment of notes payable
Scheduled principal payments
Payment of loan costs
Net cash used in financing activities
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of the year
Cash, cash eqquivalents, and restricted cash at end of the year
$
80
352,282
8,252
(29,130)
20,075
(50,541)
(661)
—
(99)
66,531
—
4,782
(5,571)
(13,904)
(11,156)
3,028
5,152
(316)
719,591
(45,386)
(82,389)
(232,855)
11,167
(4,000)
4,000
(13,119)
11,308
1,283
(7,990)
16,003
(341,978)
(33)
(7,662)
(20,006)
103
10,238
(7,813)
(455,433)
(3,413)
(9,163)
557,000
(405,000)
59,500
(61,592)
(11,235)
(526)
(355,035)
22,578
68,776
91,354
319,697
5,799
(20,995)
16,521
(59,824)
(109,005)
—
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7,040
(35,274)
(10,801)
1,292
(9,088)
7,130
655,815
(169,639)
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(195,418)
143,133
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(36,266)
48,473
1,113
(21,112)
21,785
(206,108)
61,284
(6,447)
(75,419)
64
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(430,143)
—
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(95,000)
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(6,745)
(11,219)
(88)
(475,958)
(26,251)
95,027
68,776
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)
206,193
(20)
—
(23,476)
99,945
813
(23,971)
23,846
(286,352)
82,510
(4,083)
—
96
—
(4,345)
(404,900)
—
—
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(265,000)
—
(42,014)
(11,255)
(7,468)
(656,459)
(283,423)
378,450
95,027
2023
2022
2021
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in
2023, 2022, and 2021, respectively)
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends
declared but not paid
Previously held equity investments in real estate assets acquired
Mortgage loans assumed by Comppany with the acqquisition of real estate
Right of use assets obtained in exchange for new operating lease liabilities
Sale of leased asset in exchange for net investment in sales-type lease
UBP Acquisition:
Notes payable assumed in acquisition, at fair value
Noncontrolling interest assumed in acquisition, at fair value
Common stock exchanged for UBP shares
Preferred stock exchanged for UBP shares
Common stock issued by Parent Company for partnership units exchanged
Exchangeable operating partnership units issued for acquisition of real estate
Real estate received in lieu of promote interest
Change in accrued capital expenditures
Common stock issued by Parent Company for dividend reinvestment plan
Stock-based compensation capitalized
Contributions to investments in real estate partnerships
Contributions from limited partners in consolidated partnerships, net
Reallocation of equity upon acquisition of a limited partner's interest in a consolidated
partnershipp
Adjustment for noncontrolling interests in the operating partnership
Common stock issued for dividend reinvestment in trust
Contribution of stock awards into trust
Distribution of stock held in trust
Change in fair value of securities
See accompanying notes to consolidated financial statements.
$
$
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$
$
$
$
$
$
$
$
$
$
$
$
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$
$
$
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147,176
933
126,683
—
98
36,577
8,510
284,706
64,492
818,530
225,000
199
31,253
—
8,877
622
954
920
—
—
—
1,193
2,080
2,245
338
141,359
570
111,709
17,179
22,779
—
—
—
—
—
—
1,275
—
—
4,888
524
735
—
5,436
6,266
—
1,126
2,250
786
1,658
140,084
378
107,480
(4,609)
111,104
—
—
—
—
—
—
99
—
13,589
10,188
1,286
666
—
—
—
—
1,084
1,416
3,647
513
81
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
General
Regency Centers Corporation (the "Parent Company") began its operations as aRE IT 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, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated
basis (the "Company" or "Regency") owned 381 properties and held partial interests in an additional 101 properties through
unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Acquisition of Urstadt Biddle Properties Inc.
On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and
among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”),
UBP, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly
owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, (a) UB Sub II merged with and into Urstadt Biddle (the
“first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following
the first merger, UB Sub I merged with and into Merger Sub (the “second merger” and together with the first merger, the
“mergers”), with Merger Sub being the surviving entity in the second merger. The combined company continues to trade
under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).
The closing of the mergers completed on August 18, 2023 and each share of Urstadt Biddle’s common stock, par value $0.01
per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A
common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H
Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into
one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement.
Immediately thereafter, on August 18, 2023, each share of UB Sub I’s common stock, par value $0.01 per share, and class A
common stock, par value $0.01 per share, converted into 0.347 of a share of common stock, par value $0.01 per share, of
common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set
forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and
5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company
6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B
Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to
as the “Preferred Stock”).
Estimates, Risks, and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of
commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant
estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of
lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have
been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions
were to weaken.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be
influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact
of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally,
macroeconomic and geopolitical challenges, including the war involving Russia and Ukraine, Middle East conflicts and wars,
and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects
82
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these
issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth
and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for
space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's
financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and
duration of these risks and uncertainties.
Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating
Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling financial
interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method of
accounting. All significant inter-company balances and transactions are eliminated in the Consolidated Financial Statements.
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but 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 asi ngle class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of December 31, 2023, the Parent
Company owned approximately 99.4% or 184,581,070 of the 185,688,524 of the outstanding Common Units, with the
remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units").
The Parent Company currently owns all of the Preferred Units.
Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent
Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The
Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480,
Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the
right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly,
the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and
Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the
Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have
the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such,
the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary.
The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating
Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership
percentages.
Real Estate Partnerships
As of December 31, 2023, Regency held partial ownership interests in 119 properties through partnerships, of which 18 are
consolidated. Regency's partners include institutional investors and real estate developers and/or operators (the "Partners" or
"Limited Partners"). These partnerships have been established to own and operate real estate property. Regency has a
variable interest in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these
real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the
primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which
Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment
in them in accordance with the equity method of accounting.
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The assets of these partnerships are restricted to the use of the partnerships and cannot be reached by general creditors of the
Company. Similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional
contributions by the partners. As managing member, Regency maintains the books and records and typically provides
leasing property and asset management services to the partnerships. The Partners' level of involvement in these partnerships
varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as
approving leases, operating budgets, and capital budgets.
•
Certain partnerships were deemed VIEs primarily because the unrelated investors do not have substantive kick-out
rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have
substantive participating rights. Those partnerships for which the Partners are involved in the day to day decisions
and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation
using the voting interest model.
o
Those partnerships in which Regency does not have a controlling financial interest are accounted for using
the equity method of accounting 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 from 10 to 40 years.
The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of
developments, with capital contributions or third-party construction loans. The 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
December 31, 2023
December 31, 2022
270,674
8,201
33,211
88,794
107,725
2,420
4,188
24,364
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing
Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the
Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership
units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership
units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a
certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or
common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s
Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle
redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section
on the Company’s Consolidated Balance Sheets.
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Noncontrolling Interests of the Parent Company
The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners
other than the common shareholders of the Parent Company: (i) the EOP units and (ii) the minority-owned interest held by
third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company
has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's shareholders'
equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income
or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income
in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the
Parent Company.
The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the
Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or
the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling
interests. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has
the right, but not the obligation, to purchase the other members' interest or sell its own interest in these consolidated
partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from
partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of
net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in Net income and
Comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements
Comprehensive Income of the Operating Partnership.
(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.
Lease terms generally range from three to seven years for tenant spaces under 10,000 square feet ("Shop Space") and in
excess of five years for spaces greater than 10,000 square feet ("Anchor Space"). Many leases also provide tenants the option
to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to
renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be re-leased
to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and
depreciated over the shorter period of the life of the subsequent lease or the useful life of the improvement.
The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which,
based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term
leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in
selling profit and an accelerated pattern of earnings recognition. At December 31, 2023, the Company classified one
lease as asales t ype lease, with all others classified as operating leases.
85
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Recognition and Presentation
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term
of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of
the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the
same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an
available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement
of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated
Statements of Operations.
For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on
sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct
costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount,
otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease
represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value
for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured
at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the
accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of
return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the
carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the
undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its
cost.
Collectibility
At lease commencement, the Company generally expects that collectibility of substantially all payments due under the
lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before
entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis.
For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a
cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease
income is determined not to be probable of collection. Should collectibility of Lease income become probable again,
through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes
and all commencement-to-date straight-line rent is recognized in that period.
In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a
general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to
be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of
the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into
consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and
remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate
uncollectible receivables and provide for them through charges against income, actual experience may differ from those
estimates.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible,
in the accompanying Consolidated Balance Sheets:
(in thousands)
Tenant receivables
Straight-line rent receivables
Other receivables (1)
Total tenant and other receivables, net
December 31,
2023
2022
$
$
34,814
138,590
32,758
206,162
31,486
128,214
29,163
188,863
(1) Other receivables include construction receivables, insurance receivables, and amounts due from
real estate partnerships for Management, transaction and other fee income.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Real Estate Sales
The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income -Gains a nd Losses from
the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on
sales when aco ntract exists and control of the property has transferred to the buyer. Control of the property, including
controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession
of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.
Management Services and Other Property Income
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as
control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from
contracts with customers within the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature
and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company
is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are
market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties
managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered.
Property management and asset management services represent a series of distinct daily services. Accordingly, the
Company satisfies its performance obligation as service is rendered each day and the variability associated with that
compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month
following the monthly or quarterly service periods.
Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or
"earnouts," to Regency for appreciation in property values in Regency's capacity as managing member. The terms of
these promotes are based on appreciation in real estate value over designated time intervals or upon designated events.
The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue
recognition until the measurement period has completed, when the amount can be reasonably determined and the amount
is not probable of significant reversal.
Leasing Services
Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered
performed upon successful execution of an acceptable tenant lease for the joint ventures' shopping centers, at which time
revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is
generally due upon tenant opening or the commencement of rent payments.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include
acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time
the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any
unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated
Balance Sheets.
Other Property Income
Other property income includes parking fees and other incidental income from the properties and is generally recognized
at the point in time that the performance obligation is met.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from
contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of
satisfying the performance obligations, and amounts are as follows:
(in thousands)
Management, transaction, and other fees:
Property management services
Asset management services
Promote income
Leasing services
Other transaction fees
Timing of
satisfaction of
performance
obligations
Over time
Over time
Over time
Point in time
Point in time
Total management, transaction, and other fees
Year ended December 31,
2023
2022
2021
$
$
14,075
6,542
—
3,908
2,429
26,954
13,470
6,752
—
3,945
1,684
25,851
14,415
6,921
13,589 (1)
4,096
1,316
40,337
(1) The Company recognized $13.6 million in promote revenue during the year ended December 31, 2021, for
exceeding partnership return hurdles 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 $18.5 million and $16.4 million, as of December 31, 2023 and 2022,
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, 2023
December 31, 2022
$
$
4,802,583
758,779
6,371,894
1,302,954
218,181
13,454,391
4,379,877
707,227
5,465,877
1,171,650
133,433
11,858,064
Capitalization and Depreciation
Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the
useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for
any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as
incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.
As part of the leasing process, the Company may provide lessees with allowances for the construction of leasehold
improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the
shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a
purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the
improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as are duction 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.
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Development and Redevelopment Costs
All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets
in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The
capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction
costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other
costs incurred during the period of development or redevelopment.
Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment
including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the
feasibility of developing or redeveloping a shopping center. As of December 31, 2023 and 2022, the Company had
nonrefundable deposits and other pre-development costs of approximately $7.7 million and $6.9 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, 2023,
2022, and 2021, the Company expensed pre-development costs of approximately $0.1 million, $0.6 million, and $1.5 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 incurred. The Company
discontinues interest and real estate tax capitalization when a project is no longer being developed or is available for
occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on a
project beyond 12 months after substantial completion of the building. During the years ended December 31, 2023, 2022,
and 2021, the Company capitalized interest of $5.7 million, $4.2 million, and $4.2 million, respectively, on our development
and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs
attributable to these development activities are capitalized as part of each development and redevelopment project. The
capitalization of costs is directly related to the actual level of development activity occurring. During the years ended
December 31, 2023, 2022, and 2021, we capitalized $13.3 million, $10.8 million, and $11.3 million, respectively, of direct
internal costs incurred to support our development and redevelopment program.
Acquisitions
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets
(consisting of land, land improvements, buildings, building improvements and tenant improvements) and identified intangible
assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling
interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date.
Based on these estimates, the Company allocates the purchase price of the acquired properties based on their relative fair
value to the applicable assets and liabilities. Acquisitions of operating properties are generally considered asset acquisitions
and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land,
building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets
and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-
place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared
to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-
up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements
of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the
difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of
market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the
lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of
Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease
income over the remaining terms of the respective leases, including below-market renewal options, if applicable.
89
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with
major retailers at the acquired property since they do not provide incremental value over the Company's existing
relationships.
Held for Sale
The Company classifies real estate assets as held-for-sale upon satisfaction of all the following criteria: (i) management
commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present
condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a
buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is
probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for
sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made
or that the plan will be withdrawn. Upon the determination to classify a property as held for sale, the Company ceases
depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible
assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.
Valuation of Real Estate Investments and Impairments
The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the
carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be
recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be
recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the
carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this
analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment
charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.
Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant
improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition,
including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual
results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result
in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If a
property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected
costs to sell, which could cause the Company to determine that the property is impaired.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other
market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash
flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above,
as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those
assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally
uses market data and comparable sales information.
(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, 2023 and 2022, $6.4 million and $2.3 million, respectively, of cash was restricted through escrow agreements
and certain mortgage loans.
(e) Other Assets
Goodwill
Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of
the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350,
Intangibles -Go odwill 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 aqu alitative
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
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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.
Derivative Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount,
sources, and duration of its debt funding and the use of derivative instruments. Specifically, the Company enters into
derivative instruments to manage exposures that arise from business activities that result in the receipt or future payment of
known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative
instruments are used to manage fluctuations in the amount, timing, and duration of the Company's known or expected cash
payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying
Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the
intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply
hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types
of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the
timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in
a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks,
even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted
transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash
flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making
fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may
also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or
losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated
other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are
amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to
interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements
of Cash Flows.
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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.
(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.
(g) 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 shareholders are at least
equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a
TRS or qualify as aRE IT. 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 99.4% owner, is allocated its Pro-rata share of
tax attributes.
The Company accounts for income taxes related to its TRS's under the asset and liability approach, which requires the
recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The
Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A
valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some
portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence,
including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss
carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the
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 (2020 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.
(h) 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.
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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 optional renewal periods. For ground leases, the Company generally assumes it will
exercise options through the latest option date of that shopping center's anchor tenant lease.
(i) Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common
shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of
obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based
payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating
securities as they are forfeitable.
(j) Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes 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 an equal 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.
(k) 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’s chief operating decision maker
evaluates operating and financial performance for each property on an individual property level; therefore, the Company
defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable
segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational
processes, as well as long-term average financial performance.
(l) Business Concentration
Grocer anchor tenants represent approximately 20.0% of Pro-rata annual base rent. No single tenant accounts for 10% or
more of revenue and none of the shopping centers are located outside the United States.
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(m) Fair Value of Assets and Liabilities
ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring
fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair
value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined
by ASC 820 as the price that would be received to sell an asset or paid to transfer alia bility in an orderly transaction between
market participants at the measurement date. Therefore, a fair value measurement is determined based on the assumptions
that market participants would use in pricing the asset or liability. As aba sis 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 3of the hierarchy). The three levels of inputs used to measure fair value are as follows:
•
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the
ability to access at the measurement date. An active market is defined as a market in which transactions for the
assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
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.
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(n) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial
statements:
Standard
Recently adopted:
Description
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
to 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.
The amendments in this update require acquiring
entities to apply Topic 606 to recognize and measure
contract assets and contract liabilities in a business
combination rather than at fair value on the
acquisition date required by Topic 805.
Date of
adoption
Effect on the financial
statements or other significant
matters
March 2020
through March
31, 2023
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, which it completed
during the three months ended
March 31, 2023. Application of
these exceptions preserves the
hedge designation of interest rate
swaps and the related accounting
and presentation consistent with
past presentation.
January 1, 2023
The adoption of this ASU did not
have a material impact on the
Company’s financial position
and/or results of operations.
The amendments are aimed at enhancing the
disclosures public entities provide regarding
significant segment expenses so that investors can
“better understand an entity’s overall performance”
and assess “potential future cash flows.”
January 1, 2024
The Company is assessing the
impact this ASU will have on the
Company’s financial statement
disclosures.
ASU 2023-09 requires public business entities to
disclose additional information in specified categories
with respect to the reconciliation of the effective tax
rate to the statutory rate for federal, state, and foreign
income taxes. It also requires greater detail about
individual reconciling items in the rate reconciliation
to the extent the impact of those items exceeds a
specified threshold.
January 1, 2025
The Company is assessing the
impact this ASU will have on the
Company’s financial statement
disclosures.
95
ASU 2020-04,
Reference Rate
Reform (Topic 848):
Facilitation of the
Effects of Reference
Rate Reform on
Financial Reporting
ASU 2021-08,
Business
Combinations (Topic
805): Accounting for
Contract Assets and
Contract Liabilities
from Contracts with
Customers
ASU 2023-07,
Segment Reporting
(Topic 280):
Improvements to
Reportable Segment
Disclosures
ASU 2023-09,
Income Taxes (Topic
740):Improvements
to Income Tax
Disclosures.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
2. Real Estate Investments
UBP Acquisition
General
With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table
provides the components that make up the total purchase price for the UBP acquisition:
(in thousands, except stock price)
Shares of common stock issued for acquisition
Closing stock price on August 17, 2023
Value of common stock issued for acquisition
Other adjustments
Total value of common stock issued
Debt repaid
Preferred stock converted
Transaction costs
Other cash ppayments
Total purchase price
Purchase Price Allocation
Purchase Price
13,568
61.03
828,025
(9,495)
818,530
39,266
225,000
57,197
68
1,140,061
$
$
$
$
The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805,
Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated
to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and
liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction
costs capitalized, was allocated as follows:
(in thousands)
Real estate assets
Investments in unconsolidated real estate partnerships
Real estate assets
Cash, accounts receivable and other assets
Lease intangible assets
Total assets acquired
Notes payable
Accounts payable, accrued expenses, and other liabilities
Lease intangible liabilities
Total liabilities assumed
Non-controlling interest
Total ppurchase pprice
Purchase Price Allocation
1,379,835
35,942
1,415,777
51,902
128,663
1,596,342
284,706
37,500
69,583
391,789
64,492
1,140,061
$
$
The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land,
buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including
tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.
This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and
improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the
following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market
value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party
valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary
valuation inputs in determining the fair value of the real estate assets. The fair value of land is generally based on relevant
market data, such as aco mparison of the subject site to similar parcels that have recently been sold or are currently being
offered on the market for sale. Management reviews the inputs used by the third-party specialist as well as the allocation of
the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy.
Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties
acquired. The allocation of the purchase price described above requires a significant amount of judgment and represents
management's best estimate of the fair value as of the acquisition date.
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The following table details the weighted average amortization and net accretion periods, in years, of the major classes of
intangible assets and intangible liabilities arising from the UBP acquisition:
(in years)
Assets:
In-place leases
Above-market leases
Liabilities:
Below-market leases
Other Acquisitions
Weighted Average Amortization Period
8.0
7.0
18.5
The following tables detail the other properties acquired for the periods set forth below:
(in thousands)
December 31, 2023
Sienna Phase 1
Property Name
Date
Purchased
5/1/2023
5/18/2023 SunVet
10/11/2023 Nohl Plaza
12/1/2023 The Longmeadow Shops
Total property acquisitions
City/State
Houston, TX
Holbrook, NY
Orange, CA
Longmeadow, MA
Property
Type
Development
Development
Operating
Operating
Regency
Ownership
75%
100%
100%
100%
Purchase
Price (1)
$
2,695
24,140
25,328
31,400
$ 83,563
(1) Amounts for purchase price and allocation are reflected at 100%.
(in thousands)
December 31, 2022
Property Name
Island Village
Date
Purchased
3/1/2022 Glenwood Green
3/31/2022
4/1/2022 Apple Valley (2)
4/1/2022 Cedar Commons (2)
4/1/2022 Corral Hollow (2)
4/1/2022
5/6/2022 Baederwood Shoppes
10/12/2022 East Meadow Plaza
Total property acquisitions
Shops at the Columbia (2)
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)
—
—
—
—
—
Debt
Assumed,
Net of
Premiums
(1)
—
—
—
—
—
—
22,779
—
22,779
Intangible
Assets (1)
——
—
3,940
4,049
7,989
Intangible
Liabilities
(1)
—
—
10,470
1,876
12,346
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 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 partnership, RegCal, LLC, in which the Company held a
25% ownership interest. The basis allocated to Real estate assets was $93.2 million on acombined basis, including the Company's carry over basis related to its
25% previously owned equity investment 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.
3. Property 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,
2022
2023
2021
$
$
$
11,167
661
—
—
5
100%
143,133
109,005
——
2
5
100%
206,193
91,119
112
7
5
100%
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
December 31, 2023
Regency's
Ownership
40.00%
Number of
Properties
66
Total
Investment
144,371
$
Total Assets of
the Partnership
1,475,611
(in thousands)
GRI - Regency, LLC (GRIR)
Columbia Regency Retail Partners,
LLC (Columbia I)
Columbia Regency Partners II, LLC
(Columbia II)
Columbia Village District, LLC
Individual Investors
Ballard Bocks
Town & Country Center
Others(1)
20.00%
20.00%
30.00%
49.90%
35.00%
11.80% - 66.67%
Total investments in real estate partnerships
7
14
1
2
1
10
101
$
7,045
42,994
6,123
62,140
42,074
65,858
370,605
139,224
424,672
97,522
120,379
224,579
208,006
2,689,993
The Company's
Share of Net
Income of the
Partnership
35,901
1,630
1,743
2,199
1,486
1,075
6,507
50,541
Net Income of
the Partnership
84,224
8,559
8,769
7,383
3,297
3,136
19,770
135,138
(1) New York Common Retirement Fund (NYC) and RegCal, LLC (RegCal) no longer have any operating properties and any residual balances have
been included in Others as of December 31, 2023. The residual balances are primarily made up of the Company’s share of remaining working
capital.
(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
49.90%
35.00%
50.00%
Total investments in real estate ppartnershipps
30.00%
20.00%
20.00%
30.00%
25.00%
December 31, 2022
Regency's
Ownership
40.00%
Number of
Properties
66
Total
Investment
155,302
$
Total Assets of
the Partnership
1,501,876
The Company's
Share of Net
Income of the
Partnership
35,819
Net Income of
the Partnership
83,989
—
7
13
1
1
2
1
5
96
674
7,423
41,757
5,836
5,789
62,624
40,409
30,563
350,377
$
2,468
138,493
405,927
96,002
24,326
126,482
206,931
105,500
2,608,005
9,173
1,817
1,735
1,669
4,499
1,300
819
2,993
59,824
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 2024.
(2) During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC, partnership for atotal p urchase price of
$88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements.
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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,
2023
$
$
$
$
2,432,859
16,723
240,411
2,689,993
1,499,702
15,112
80,457
418,205
676,517
2,689,993
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
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 ppartnershipps
December 31,
2023
2022
$
$
418,205
(47,600)
370,605
412,784
(62,407)
350,377
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 opperating exppenses
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 Partnershipps
The Company's share of net income of the Partnerships
Year ended December 31,
2022
2023
$
390,843
378,096
2021
416,222
88,974
65,509
47,529
5,008
3,119
210,139
56,706
(11,140)
—
—
45,566
135,138
50,541
$
$
$
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
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate
partnerships for the periods set forth below:
(in thousands)
Year ended December 31, 2023
Date
Purchased
9/19/2023 Old Town Square
Property
Name
Total property acquisitions
City/State
Chicago, IL
Property
Type
Operating
Real Estate
Partner
Other
Ownership
%
20%
Purchase
Price (1)
27,510
$ 27,510
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(in thousands)
Year ended December 31, 2022
Property
Date
Purchased
Name
03/25/22 Naperville Plaza
06/24/22
Baybrook East 1B
Total property acquisitions
City/State
Naperville, IL
Houston, TX
Property
Type
Operating
Development
Real Estate
Partner
Columbia II
Other
Ownership
%
20.00%
50.00%
Purchase
Price (1)
$ 52,380
$
5,540
$ 57,920
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
Dispositions
Debt
Assumed,
Net of
Premiums
(1)
—
—
Debt
Assumed,
Net of
Premiums
(1)
22,074
—
22,074
Intangible
Assets (1)
3,625
3,625
Intangible
Liabilities
(1)
503
503
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:
(in thousands)
Proceeds from sale of real estate investments
Gain on sale of real estate
The Company's share of gain on sale of real estate
Number of operating properties sold
Number of land out-parcels sold
$
$
$
Notes Payable
2023
Year ended December 31,
2022
116,377
49,424
12,748
4
——
30,659
11,140
3,161
1
—
2021
224,708
75,162
9,380
4
1
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of
December 31, 2023, were as follows:
(in thousands)
Scheduled Principal Payments and Maturities by Year:
2024
2025
2026
2027
2028
Beyond 5 Years
Net unamortized loan costs, debt ppremium / (discount)
Total notes payable
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
Unsecured
Maturities
$
$
3,718
6,094
7,393
7,576
4,267
6,688
—
35,736
33,690
147,222
233,147
32,800
246,605
739,324
(10,622)
1,422,166
—
—
41,800
—
—
—
—
41,800
Regency's
Pro-Rata
Share
14,678
48,506
89,520
13,669
92,027
280,328
(3,872)
534,856
Total
37,408
153,316
282,340
40,376
250,872
746,012
(10,622)
1,499,702
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 95.4%
having a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted
average variable interest rate of 7.2% at December 31, 2023.
100
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions.
Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods
if rates remain elevated. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not
refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash
flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund
future capital requirements. In the event that a real estate partner was unable to fund its share of the capital requirements of
the real estate partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the
amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our Pro-rata share of net income or loss in each of these real estate partnerships, we receive fees as
discussed in Note 1, as follows:
(in thousands)
Asset management, property management,
leasingg, and investment and financingg services
(1)
Year ended December 31,
2022
2021
2023
$
26,954
25,851
40,301 (1)
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, 2023
December 31, 2022
$
$
167,062
51,992
40,635
14,213
6,662
2,865
283,429
167,062
54,581
28,615
6,575
5,808
5,156
267,797
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 Properties held for sale
Goodwill associated with disposed reporting units:
Goodwill allocated to Gain on sale of real estate
End of year balance
Goodwill
$ 300,496
(5,972)
—
$ 294,524
December 31, 2023
Accumulated
Impairment
Losses
(133,434)
5,972
December 31, 2022
Accumulated
Impairment
Losses
(133,434)
—
Total
167,095
—
Total
167,062
—
Goodwill
$ 300,529
—
—
(127,462)
—
167,062
(33)
$ 300,496
—
(133,434)
(33)
167,062
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.
101
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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,
2023
2022
$
$
$
543,892
103,896
647,788
(364,413)
283,375
609,369
(211,067)
398,302
452,868
82,930
535,798
(338,053)
197,745
547,519
(193,315)
354,204
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
Acqquired lease intangible asset amortization
Below-market lease amortization
$
$
$
Year ended December 31,
2023
2022
2021
Line item in Consolidated
Statements of Operations
44,102
6,571
50,673
34,568
5,828
40,396
33,621 Depreciation and amortizationn
5,487 Lease income
39,108
37,831
28,642
30,378 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,
2024
2025
2026
2027
2028
$
Amortization of
In-place lease intangibles
Net accretion of Above
/ Below market lease
intangibles
45,098
33,012
26,791
21,185
16,764
22,598
21,953
21,216
20,207
20,065
7. Leases
Lessor Accounting
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of
both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts,
which are primarily related to base rent, and in some cases stated amounts for 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 represent 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.
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023
December 31, 2022
December 31, 2021
Fixed and in-substance fixed lease income
Variable lease income
Other lease related income, net:
Above/below market rent and tenant rent
inducement amortization, net
Uncollectible straight-line rent
Uncollectible amounts billable in lease income
Total lease income
$
$
928,364
324,037
30,826
1,261
(549)
1,283,939
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
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
(in thousands)
For the year ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total
December 31, 2023
972,980
872,330
757,633
633,290
480,640
1,740,783
5,457,656
$
$
At December 31, 2023, the Company had one lease classified as a sales-type lease, with lease income recorded over the lease
term in the form of variable interest income representing the constant periodic rate of return on the Company’s net
investment in the lease, and fixed contractual obligations.
Lessee Accounting
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where athird p arty owns the
underlying land and has leased the land to the Company to construct and/or operate a shopping center.
The Company has 21 properties within its consolidated real estate portfolio that are either partially or completely on land
subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in
these properties. These ground leases expire through the year 2121, and in most cases, provide for renewal options.
In addition, the Company has non-cancelable operating leases 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 expenses are recognized on a straight-line basis over the term of the leases, including
management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating
expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements
of Operations.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Operating lease expense under the Company's ground and office leases were as follows, including straight-line rent expense
and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:
(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 exppense
Cash paid for amounts included in the measurement of
operating lease liabilities
Opperating cash flows for opperating leases
December 31, 2023
December 31, 2022
December 31, 2021
$
$
$
14,727
4,103
18,830
1,586
729
2,315
21,145
15,823
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
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, 2023, and provides a reconciliation to the Lease liability included in the
accompanying Consolidated Balance Sheets:
(in thousands)
For the year ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total undiscounted lease liabilities
Present value discount
Lease liabilities
Weighted average discount rate
Weighted average remaining term (in years)
$
$
$
8.
Income Taxes
Ground Leases
Lease Liabilities
Office Leases
Total
12,955
12,962
12,883
12,909
13,051
702,602
767,362
(533,777)
233,585
5.5%
49.4
3,082
3,464
3,331
2,151
1,305
312
13,645
(1,167)
12,478
3.7%
4.1
16,037
16,426
16,214
15,060
14,356
702,914
781,007
(534,944)
246,063
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of
its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes. The following
table summarizes the tax status of dividends paid on our common stock:
Year ended December 31,
2022
2023
2021
$
Dividend per share
Ordinary income
Capital gain (4)
Additional tax status information:
Qualified dividend income
Section 199A dividend
Section 897 ordinary dividends
Section 897 capital gains
(1) During 2023, the Company declared four quarterly dividends, the last of which was paid on January 3, 2024, with a
2.56 (1)
100%
—%
2.53 (2)
100%
—%
—%
100%
—%
—%
—%
100%
—%
—%
2.53 (3)
92%
8%
1%
91%
2%
4%
portion allocated to the 2023 dividend period, and the balance allocated to 2024.
(2) During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a
portion allocated to the 2022 dividend period, and the balance allocated to 2023.
(3) During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with a
portion allocated to the 2021 dividend period, and the balance allocated to 2022.
(4) 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).
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The following table summarizes the tax status of dividends paid on our Series A preferred stock:
Dividend per share
Ordinary income
Capital gain
Additional tax status information:
Qualified dividend income
Section 199A dividend
Section 897 ordinary dividends
Section 897 capital gains
$
Year ended
December 31,
2023
0.39
100%
—%
—%
100%
—%
—%
The following table summarizes the tax status of dividends paid on our Series B preferred stock:
Dividend per share
Ordinary income
Capital gain
Additional tax status information:
Qualified dividend income
Section 199A dividend
Section 897 ordinary dividends
Section 897 capital gains
$
Year ended
December 31,
2023
0.37
100%
—%
—%
100%
—%
—%
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 was as follows:
(in thousands)
Income tax expense (benefit):
Current
Deferred
Total income tax expense (benefit) (1)
Year ended December 31,
2022
2021
2023
$
$
796
99
895
(332)
293
(39)
620
421
1,041
(1)
Included within Other operating expenses in the Consolidated Statements of Operations.
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 exppense attributable to opperations (1)
Year ended December 31,
2022
2021
2023
$
$
371
60
227
2
235
895
895
504
52
(323)
1
(273)
(39)
(39)
544
477
15
1
4
1,041
1,041
(1)
Included within Other operating expenses in the Consolidated Statements of Operations.
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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
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,
2023
2022
1,893
1,893
(1,893)
—
(12,563)
(780)
(13,343)
(13,343)
$
$
1,007
1,007
(1,007)
—
(12,527)
(61)
(12,588)
(12,588)
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 Facility
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:
Weighted
Average
Contractual
Rate
Weighted
Average
Effective
Rate
3.8%
4.2%
3.8%
4.2%
4.3%
4.0%
Maturing
Through
6/1/2037
1/31/2032
3/15/2049
$1.25 Billion Line of Credit (the "Line") (2)
3/23/2025
6.3%
6.6%
Total unsecured credit facilities
Total debt outstanding
December 31,
2023
2022
$
$
449,615
299,579
3,252,755
4,001,949
152,000
152,000
4,153,949
342,135
136,246
3,248,373
3,726,754
—
—
3,726,754
(1) As of December 31, 2023, 15 of these 17 variable rate loans, representing $294.9 million of debt in the aggregate, have interest rate swaps in
place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the 15 loans range from 2.5% to
6.7%.
(2) Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate. In January
2024, the Company amended its Line to, among other items, increase the borrowing capacity to $1.5 billion and to extend the expiration date to
March, 2028 with the option to extend the expiration for two additional six-month period.
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, 2023, management of the Company believes it is in compliance
with all financial covenants for its unsecured public debt.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") with asy ndicate of banks. At December 31, 2023,
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 SOFR plus a 0.10% market
adjustment and an applicable margin of 0.865%, and is subject to a commitment fee of 0.15%. Both the applicable margin
and the commitment fee are based on the Company's corporate credit rating.
The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of
Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of
Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income
to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31,
2023, the Company is in compliance with all financial covenants for the Line.
On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured debt due in 2034, and were
issued at 99.617% of par value with a coupon of 5.250%.
On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"),
with the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative
Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of
four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request
increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit
facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s
long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective
interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit
Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward
adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1
and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward
sustainability-linked adjustment to the interest rate was applicable. The maturity date of the Credit Agreement is March 23,
2028 with the option to extend the expiration for two additional six month periods.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
December 31, 2023
Scheduled Principal Payments and Maturities by Year:
2024
2025
2026
2027
2028
Beyond 5 Years
Unamortized debt premium/(discount) and issuance costs
Total
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
$
$
12,398
11,094
11,426
8,612
7,011
8,070
—
58,611
133,580
52,537
147,847
222,558
36,570
106,130
(8,640)
690,582
Unsecured
Maturities (1)
250,000
402,000
200,000
525,000
300,000
1,750,000
(22,244)
3,404,756
Total
395,978
465,631
359,273
756,170
343,581
1,864,200
(30,884)
4,153,949
(1)
Includes unsecured public and private debt and unsecured credit facilities.
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:
•
•
Assumed fixed rate debt of $130.0 million in the aggregate (including a mark to market debt discount of $13.6 million)
that, on a property-by-property basis, encumbers 11 operating properties, and includes one unsecured note. This
indebtedness has scheduled maturity dates ranging from August 2024 to June 2037, and accrues interest at rates ranging
from 3.5% to 5.6% per annum.
Assumed variable rate debt of $154.7 million in the aggregate (including a mark to market debt premium of $1.1 million)
that collectively encumbers 9 operating properties. This indebtedness has interest rate swaps in place to mitigate rate
fluctuation risk. Based on these swap agreements, the effective fixed rates range from 3.1% to 4.8% per annum. The
scheduled maturity dates range from August 2024 to January 2032.
The Company was in compliance as of December 31, 2023, with all financial and other covenants under its unsecured public
and private placement debt and unsecured credit facilities.
10. Derivative 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.
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 aco unterparty in exchange for the Company making fixed-rate payments over the life
of the agreements without exchange of the underlying notional amount.
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their
classification on the Consolidated Balance Sheets:
(in thousands)
Notional
Amount
Effective
Date
12/1/22
12/16/22
1/17/23(2)
7/17/17(2)
9/21/16(2)
8/16/18(2)
3/18/19(2)
2/1/22(2)
1/3/23(2)
1/3/23(2)
2/24/23
2/21/23
9/19/23
10/31/17(2)
12/1/23
Maturity
Date
3/17/25
6/2/27
8/15/24
7/1/27
10/1/26
8/15/28
4/1/29
2/1/32
7/1/29
11/1/24
12/31/26
12/21/26
9/19/28
10/1/24
12/1/26
Total derivative financial instruments
24,000
34,873
13,033
43,150
8,768
8,764
23,078
33,667
10,944
5,000
15,342
24,365
30,919
6,025
13,000
Bank Pays Variable
Rate of
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
Regency Pays
Fixed Rate of
1.443%
2.261%
3.995%
1.498%
1.475%
4.830%
3.165%
3.053%
3.633%
3.705%
4.229%
1.684%
4.314%
2.334%
4.060%
$
Fair Value at December 31,
Assets (Liabilities) (1)
2023
2022
873
1,540
196
3,041
526
214
473
4,879
861
106
(212)
1,386
(1,008)
118
(115)
12,878
1,443
2,158
-
-
-
-
-
-
-
-
152
1,939
883
-
-
6,575
(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) Derivative instruments assumed as part of the UBP acquisitions.
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023, does not have any
derivatives that are not designated as hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other
comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted
transaction affects earnings.
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial
Statements:
Location and Amount of Gain (Loss)
Recognized in OCI on Derivative
Year ended December 31,
Location and Amount of Loss (Gain)
Reclassified from AOCI into Income
Total amounts presented in the Consolidated
Statements of Operations in which the effects
of cash flow hedges are recorded
Year ended December 31,
Year ended December 31,
(in
thousands)
Interest
rate swaps
2023
2022
2021
2023
2022
2021
2023
2022
2021
$ (2,448)
20,061
5,391
Interest
expense, net
$ (7,536)
833
4,141
Interest
expense, net
Early
extinguishment
of debt
$ 154,249
146,186
145,170
$
(99)
—
—
As of December 31, 2023, the Company expects approximately $10.6 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.
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 approximate their fair values, except for the following:
(in thousands)
Financial assets:
Notes receivable
Financial liabilities:
Notes payable, net
Unsecured credit facilities
December 31,
2023
Carrying
Amount
Fair Value
2022
Carrying
Amount
Fair Value
$
$
$
2,109
2,109
4,001,949
152,000
3,763,152
152,000
$
$
$
—
—
3,726,754
—
3,333,378
—
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, 2023
and 2022, respectively. These fair value measurements maximize the use of observable inputs which are classified within
Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability
at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that
market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected
cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers
involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable
judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not
necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
109
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying
Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which
are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net
investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $4.2
million for the year ended December 31, 2023, unrealized losses of $8.0 million for the year ended December 31, 2022 and
unrealized gains of $1.7 million for the year ended December 31, 2021.
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 2in puts of the fair value hierarchy.
Unrealized gains or losses on these debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and
implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own
nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the
fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates
of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has
assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions
and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps.
As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2of 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
Liabilities:
Interest rate derivatives
Fair Value Measurements as of December 31, 2023
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
37,039
—
—
37,039
—
14,953
14,213
29,166
—
(1,335)
—
—
—
—
—
Balance
$
$
$
37,039
14,953
14,213
66,205
(1,335)
110
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(in thousands)
Assets:
Securities
Available-for-sale debt securities
Interest rate derivatives
Total
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
During the year ended December 31, 2023 and December 31, 2022, there were no real estate assets re-measured to estimated
fair value on a nonrecurring basis.
12. Equity and Capital
UBP Acquisition
See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Series A
Series B
Date of Issuance
8/18/2023
8/18/2023
Shares Issued and
Outstanding
4,600,000
4,400,000
9,000,000
Liquidation Preference
115,000,000
$
110,000,000
225,000,000
$
Distribution Rate
6.250%
5.875%
Callable By Company
On demand
On or after 10/1/2024
Preferred Stock Outstanding as of December 31, 2023
Each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the
Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1,
2024. The holders of the Preferred Stock have general preference rights over common stock holders with respect to
liquidation and quarterly distributions. Except under certain limited conditions, holders of the Preferred Stock will not be
entitled to vote. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting
as a single class without regard to series) will have the right to elect two additional members to serve on the Company's
Board of Directors until the arrearage has been cured. Upon the occurrence of aCh ange of Control, as defined in the
Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares
of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.
Dividends Declared
On February 7, 2024, the Board:
•
•
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30,
2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on
April 15, 2024; and
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2024
The dividend will be payable to holders of record of the Series BPreferred S tock as of the close of business on April 15,
2024.
111
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Common Stock of the Parent Company
Dividends Declared
On February 7, 2024, the Board declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to
shareholders of record as of March 13, 2024.
At the Market ("ATM") Program
Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of
common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on
market conditions and other factors. No sales occurred under the ATM program during 2023. As of December 31, 2023,
$500 million of common stock remained available for issuance under this ATM equity program.
Stock Repurchase Program
The Board has authorized a two-year common stock repurchase program under which the Company may purchase, from time
to time, up to amaxi mum of $250 million of its outstanding common stock through open market purchases, and/or in
privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if
any will be dependent upon market conditions and other factors. The stock repurchased, if not retired, would be treated as
treasury stock. The Board's authorization for this Repurchase Program will expire on February 7, 2025, unless modified,
extended or earlier terminated by the Board.
During the year ended December 31, 2023, the Company executed multiple trades to repurchase 349,519 common shares
under the Repurchase Program for atotal o f $20.0 million at aweight ed average price of $57.22 per share. All repurchased
shares were retired on the respective settlement dates. At December 31, 2023, $230.0 million remained available under this
Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series APref erred Units and Series B Preferred Units, respectively, issued by RCLP is equal to the number of
Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as
described above. During the year ended December 31, 2023, the Operating Partnership issued 520,589 exchangeable
operating partnership units, valued at $31.3 million, as partial purchase price consideration for the acquisition of two
properties. In addition, 3,340 Partnership Units were converted to Parent Company common stock, and 151,228 Partnership
Units were converted to $9.2 million in cash at the Parent Company's election.
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,
2023
2022
184,581
1,108
185,689
171,125
741
171,866
Percentage of partnership units owned by the general partner
99.4%
99.6%
112
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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,
2022
2021
2023
17,277
590
(954)
16,913
16,667
589
(735)
16,521
12,651
530
(666)
12,515
(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, 2023,
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 athree y ear 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.
113
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The following table summarizes non-vested restricted stock activity:
Non-vested as of December 31, 2022
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, 2023 (6)
Year ended December 31, 2023
Number of
Shares
Intrinsic Value
(in thousands)
Weighted
Average
Grant Price
711,699
162,616
15,882
129,305
36,483
(299,938)
(1,529)
754,518 $
$
$
$
$
$
$
66.62
67.53
70.47
66.78
65.74
65.38
50,553
(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 aNAR EIT 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,
2022
2021
2023
Volatility
Risk free interest rate
45.50%
3.75%
43.10%
1.39%
42.60%
0.18%
(4) The weighted-average grant price for restricted stock granted during the years is summarized below:
Weighted-average grant price for restricted
stock
$
68.28 $
72.86 $
46.55
(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2022
2021
2023
Year ended December 31,
2022
2021
2023
Intrinsic value of restricted stock vested
$
19,717
$
17,797
$
10,939
(6) As of December 31, 2023, there was $20.3 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.
114
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023. Additionally, an annual profit sharing contribution may
be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $5.3
million, $4.4 million, and $4.1 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Non-Qualified Deferred Compensation Plan ("NQDCP")
The Company maintains aNQDC P 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,
2023
2022
Location in Consolidated Balance Sheets
$
$
31,852
31,770
36,163
Other assets
36,085
Accounts payable and other liabilities
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment (income)
loss in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on
changes in the value of their investment elections, is recognized within General and administrative expenses within the
accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying
Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying
Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to
the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital
in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the
accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to
the Regency common stock fund are recorded directly within shareholders' equity.
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 shareholders - basic
Income attributable to common shareholders - 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,
2022
2021
2023
$
$
$
$
359,500
359,500
176,085
176,371
2.04
2.04
482,865
482,865
171,404
171,791
2.82
2.81
361,411
361,411
170,236
170,694
2.12
2.12
(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.
115
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income
to the common shareholders per share. Accordingly, the impact of such conversions has not been included in the
determination of diluted income per share calculations.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
(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 pper common unit – basic
Income per common unit – diluted
(1)
Includes the dilutive impact of unvested restricted stock.
Year ended December 31,
2022
2021
2023
$
$
$
$
361,508
361,508
177,038
177,324
2.04
2.04
484,970
484,970
172,152
172,540
2.82
2.81
363,026
363,026
170,998
171,456
2.12
2.12
(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.
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income
to the common unit holders per share. Accordingly, the impact of such conversions has not been included in the
determination of diluted income per unit calculations.
16. Commitments and Contingencies
Litigation
The Company is a party to litigation, and is subject to other disputes, in each case that arise in the ordinary course of
business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of
management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on
the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company,
these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of
asbestos in older shopping centers, older underground petroleum storage tanks and other historic land uses. The Company
believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial
position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its
shopping centers have revealed all potential environmental 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 aggregate amount not to exceed $50.0 million,
which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its
captive insurance subsidiary and to facilitate the construction of development projects. The Company had $8.5 million and
$9.4 million in letters of credit outstanding as of December 31, 2023, and 2022, respectively.
116
.
.
P
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,
S
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126
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 $10.8 billion at December 31, 2023.
The changes in total real estate assets for the years ended December 31, 2023, 2022, and 2021 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 imppairment
Ending balance
2023
11,858,064
1,445,428
206,085
(14,149)
(19,366)
(21,671)
—
13,454,391
$
$
2022
11,495,581
224,653
171,629
(29,523)
(4,276)
—
—
11,858,064
2021
11,101,858
479,708
172,012
(10,898)
(107,090)
(50,873)
(89,136)
11,495,581
The changes in accumulated depreciation for the years ended December 31, 2023, 2022, and 2021 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
2023
2,415,860
293,705
(14,149)
(569)
(3,461)
—
2,691,386
$
$
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
See accompanying report of independent registered public accounting firm.
127
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, 2023, 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, 2023.
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, 2023 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, 2023, 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.
128
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, 2023.
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, 2023 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
On September 13, 2023, Martin E. Stein Jr., the Company’s Executive Chairman of the Board of the Company, took the following
actions:
(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a
“Rule 10b5-1 Trading Plan”). Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination
by Mr. Stein, was to expire by its terms on March 31, 2024. This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000
shares of common stock pursuant to multiple limit orders. As of the date of termination of this plan, Mr. Stein had not sold any shares
of common stock under its terms.
(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities
Exchange Act Rule 10b5-1(c). Mr. Stein’s Rule 10b5-1 Trading Plan, which expires on February 15, 2025, provides for the sale of up
to 50,000 shares of common stock pursuant to multiple limit orders. On December 14, 2023, Mr. Stein sold 25,000 shares of common
stock at $68.00 per share in accordance with this Rule 10b5-1 Trading Plan.
Entry into Material Definitive Agreements
Indemnification Agreements
On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current
member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively
as the “Indemnified Parties”). These Indemnification Agreements require the Company, among other things, to indemnify and hold
harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise
by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the
Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act. These Indemnification Agreements also
require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets
forth various procedures in respect of such advancement and indemnification. The Indemnification Agreements also require the
Company to procure customary directors and officers liability insurance, subject to certain conditions. The Company believes that
these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.
129
The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety
by reference to the full text of the “form of” Indemnification Agreement, a copy of which is incorporated by reference as Exhibit 10(k)
herein.
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 2024 Annual Meeting of Shareholders. Information regarding executive officers is included in Part Iof 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 2024 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information about securities that may be issued under our existing equity compensation plans:
Equity Compensation Plan Information
(as of December 31, 2023)
(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)
4,138,535
N/A
4,138,535
(1) This column does not include 754,518 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 shareholders 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 2024 Annual Meeting of Shareholders.
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 2024 Annual Meeting of Shareholders.
130
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 2024 Annual Meeting of Shareholders.
131
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules:
PART IV
Regency Centers Corporation and Regency Centers, L.P. 2023 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:
•
•
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable
agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;
and
•
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement
and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any
other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for
considering whether additional specific disclosures of material information regarding material contractual provisions are required to
make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report
and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1. Underwriting Agreement
(a) Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers,
L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17,
2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of
Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the
Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
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 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 May 17, 2017, and listed in Exhibit 1 (a) are substantially identical in all material
132
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., JPMorgan Chase Bank, National Association and J.P. Morgan Securities
LLC
(iii) 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.,
The Bank of Nova Scotia and Scotia Capital (USA) Inc.
(iii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P.,
Bank of Montreal and BMO Capital Markets Corp.
(iv) 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) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P.
and BNY Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August
8, 2023).
(g) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P.
and BTIG, LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to
the Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P.
and BTIG, LLC 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 (incorporated by reference to Exhibit 1.2 to the
Company’s Form 8-K filed on August 8, 2023).
(i)
Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers,
L.P. and Regions Securities LLC.
(ii) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers,
L.P. and Truist Securities, Inc.
133
(h) 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.
(i)
(j)
Forward Master Confirmation, dated August 8, 2023, by and between the Regency Centers Corporation and BNY
Mellon Capital Markets LLC (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on August 8,
2023).
Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Nomura Global
Financial Products, Inc (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on August 8, 2023).
(k) Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Regions Securities LLC
(incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K filed on August 8, 2023).
(l)
Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Truist Bank
(incorporated by reference to Exhibit 1.6 to the Company’s Form 8-K filed on August 8, 2023).
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
(a) Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules
Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by
reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)
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) Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and
Limitations of the Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 in
Regency’s Form 8-A filed on August 17, 2023)
134
(c) Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and
Limitations of the Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 in
Regency’s Form 8-A filed on August 17, 2023)
(d) Articles of Amendment to the Company’s Restated Articles of Incorporation Deleting the Series 6 and Series 7
Cumulative Redeemable Preferred Stock Designations (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-A
filed on August 17, 2023)
(e) 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).
(f)
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).
(g) Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative
Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K
filed on August 18, 2023)
(h) Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative
Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K
filed on August 18, 2023)
4.
Instruments Defining Rights of Security Holders
(a) See Exhibits 3(a), 3(b), 3(c), 3(d) and 3(e) for provisions of the Articles of Incorporation and Bylaws of the Company
defining the rights of security holders. See Exhibits 3(f), 3(g) and 3 (h) for provisions of the Partnership Agreement of
Regency Centers, L.P. defining rights of security holders.
(b)
Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union
National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on
December 10, 2001).
(i)
First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor
and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as
First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-
K filed on June 5, 2007).
(ii) Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between
Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as
successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee
(incorporated by reference to Exhibit 4.1 to the 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).
135
(vi) Seventh Supplemental Indenture dated as of January 18, 2024 among Regency Centers, L.P., Regency Centers
Corporation, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by
reference to Exhibit 4.2 to the Company’s 8-K filed on January 18, 2024).
(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.
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).
~(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 Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation
(the Company”) and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and
Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and
each of the other executive officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form
10-Q filed on November 6, 2023).
~(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
136
(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 (incorporated by reference to Exhibit 10 (m)(i) to the
Company’s Form 10-K filed on February 17, 2023).
(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 (incorporated by reference to Exhibit 10 (m)(ii)
to the Company’s Form 10-K filed on February 17, 2023).
(n) Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as
borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative
Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on January
18, 2024).
(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).
19. Insider Trading Policies and Procedures
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.
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
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.
137
32.3
32.4
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.
97. Restatement Clawback Policy of Regency Centers Corporation, effective as of November 15, 2023.
101. Interactive Data Files
101.INS+
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
101.SCH+
Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+ Submitted electronically with this Annual Report
Item 16. Form 10-K Summary
None.
138
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 16, 2024
REGENCY CENTERS CORPORATION
SIGNATURES
February 16, 2024
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 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
/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/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting
Officer (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
139
T. Roth
East Region President & Chief Operating Officer
A. Wibbenmeyer
West Region President &Chief I nvestment Officer
Thomas W. Furphy (1) (4)
Chief Executive Officer and Managing Director
Consumer Equity Partners
Karin M. Klein (1a) (3)
Founding Partner
Bloomberg Beta
Peter D. Linneman (1) (3)
Principal
Linneman Associates
David P. O'Connor (2) (3a)
Managing Partner
Rise Capital Partners, LLC
James H. Simmons (2) (4)
Chief Executive Officer and Founding Partner
Asland Capital Partners
Martin E. Stein, Jr.Alan
Executive Chairman
Lisa PalmerNicholas
President and Chief Executive Officer
Michael J. Mas
Executive Vice President, Chief Financial Officer
Executive Officers*
Board of Directors*
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 CorporationHigh
Kristin A. Campbell (2) (3)
Retired Executive Vice President, General Counsel and
Chief ESG Officer of Hilton Worldwide Holdings Inc.
Deirdre J. Evens (1) (2a)
Retired Executive Vice President and General Manager
of Iron Mountain, Inc.
(1) Audit Committee
(2) Compensation Committee
(3) Nominating and Governance Committee
(4) Investment Committee
(5) Lead Director
(a) Committee Chair
* As of December 31, 2023
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,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast, ”project,” “plan,” “anticipate,”
“guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-
looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future
performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-
looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual
results may differ materially from those indicated by these forward-looking statements due to avariety o f 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 aresult of new information, future events or developments or otherwise, except as required by law.
140