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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, 2019

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)

 

59-3191743

Delaware (REGENCY CENTERS, L.P.)

59-3429602

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

One Independent Drive, Suite 114

Jacksonville, Florida 32202

 

(904) 598-7000

(Address of principal executive offices) (zip code)

 

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Regency Centers Corporation

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, $.01 par value

 

REG

 

The Nasdaq Stock Market LLC

 

Regency Centers, L.P.

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

 

Securities registered pursuant to Section 12(g) of the Act:

Regency Centers Corporation: None

Regency Centers, L.P.: Units of Partnership Interest

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Regency Centers Corporation    YES          NO          Regency Centers, L.P.    YES          NO    

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Regency Centers Corporation    YES          NO          Regency Centers, L.P.    YES          NO    

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation    YES          NO          Regency Centers, L.P.    YES          NO    

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Regency Centers Corporation    YES          NO          Regency Centers, L.P.    YES          NO    


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Regency Centers Corporation:

 

Large accelerated filer

Accelerated filer

Emerging growth company

Non-accelerated filer

Smaller reporting company

 

 

 

Regency Centers, L.P.:

 

Large accelerated filer

Accelerated filer

Emerging growth company

Non-accelerated filer

Smaller reporting 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 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     $11.1 billion     Regency Centers, L.P.     N/A

 

The number of shares outstanding of the Regency Centers Corporation’s common stock was 167,715,882 as of February 12, 2020.

 

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement in connection with its 2020 Annual Meeting of Stockholders are incorporated by reference in Part III.

 


EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2019 of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company”, “Regency Centers” or “Regency” means the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2019, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.

The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:

 

Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

 

Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

 

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $500 million of unsecured public and private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $500 million of Parent Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.


TABLE OF CONTENTS

 

 

 

 

 

Item No.

 

Form 10-K

Report Page

 

 

 

 

PART I

 

 

 

 

1.

Business

1

 

 

 

1A.

Risk Factors

6

 

 

 

1B.

Unresolved Staff Comments

18

 

 

 

2.

Properties

18

 

 

 

3.

Legal Proceedings

34

 

 

 

4.

Mine Safety Disclosures

34

 

 

 

 

PART II

 

 

 

 

5.

Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

34

 

 

 

6.

Selected Financial Data

36

 

 

 

7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

38

 

 

 

7A.

Quantitative and Qualitative Disclosures About Market Risk

57

 

 

 

8.

Consolidated Financial Statements and Supplementary Data

58

 

 

 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

124

 

 

 

9A.

Controls and Procedures

124

 

 

 

9B.

Other Information

125

 

 

 

 

PART III

 

 

 

 

10.

Directors, Executive Officers, and Corporate Governance

125

 

 

 

11.

Executive Compensation

125

 

 

 

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

126

 

 

 

13.

Certain Relationships and Related Transactions, and Director Independence

126

 

 

 

14.

Principal Accountant Fees and Services

126

 

 

 

 

PART IV

 

 

 

 

15.

Exhibits and Financial Statement Schedules

127

 

 

 

 

SIGNATURES

 

 

 

 

16.

Signatures

133

 

 


 

Forward-Looking Statements

In addition to historical information, information in this Form 10-K contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues, the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the real estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Known risks and uncertainties are described further in the Item 1A. Risk Factors below. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P. appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.

 

PART I

Item 1. Business

Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Regency Centers L.P. is the entity through which Regency Centers Corporation conducts substantially all of its operations and owns substantially all of its assets. Our business consists of acquiring, developing, owning and operating income-producing retail real estate principally located in many of the top markets in the United States.  We generate revenues by leasing space to retail tenants such as highly productive grocers, restaurants, service providers, and best-in-class retailers. Following our merger with Equity One Inc. (“Equity One”) in 2017, Regency became an S&P 500 Index member.

As of December 31, 2019, we had full or partial ownership interests in 419 properties, primarily anchored by market leading grocery stores, encompassing 52.6 million square feet (“SF”) of gross leasable area (“GLA”). Our Pro-rata share of this GLA is 42.8 million square feet, including our share of the partially owned properties.

Our mission is to be the preeminent national owner, operator, and developer of shopping centers, creating places that provide a thriving environment for outstanding retailers and service providers to connect with the surrounding neighborhoods and communities. Our goals are to:

 

Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored by market leading grocers and located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We expect that this combination will produce highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income (“NOI”);

 

Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at higher returns as compared to acquisitions;

 

Support our business activities with a conservative capital structure, including a strong balance sheet;

 

Attain best-in-class environmental, social, and governance practices;

 

Engage an exceptional and diverse team that is guided by our strong values and special culture, while fostering an environment of innovation and continuous improvement that will deploy industry-leading operating standards; and

 

Increase earnings per share and dividends and generate total returns at or near the top of our shopping center peers.

Key strategies to achieve our goals are to:

 

Sustain same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;

 

Develop and redevelop high quality shopping centers at attractive returns on investment;

 

Maintain a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities on a favorable basis, and to weather economic downturns;

1


 

 

Maintain the highest standards for corporate governance and act as good stewards of our communities and the environment; and

 

Attract and motivate an exceptional team of employees who operate efficiently and are recognized as industry leaders.

Corporate Responsibility

Our vision is to be the preeminent national owner, operator and developer of shopping centers, connecting outstanding retailers and service providers with their neighborhoods and communities while practicing best-in-class corporate responsibility.  We have established four pillars for our corporate responsibility program that we believe support our vision and mission:

 

Our People;

 

Our Communities;

 

Ethics and Governance; and

 

Environmental Stewardship.

Our people are our greatest asset and we work to support our highly engaged team that drives our business and is critical to achieving our strategic objectives. We maintain a safe and pleasant workspace, promote employee well-being, and empower our employees by focusing on health and benefits, training and education, safety, and diversity.

Our team is also passionate about investing in and connecting with the communities in which we live and work. Philanthropy and giving back are cornerstones of what we do and who we are. Our local teams personally customize and cultivate our centers by bringing tenants and shoppers together and continually engage with the communities in which we operate.

As stewards of our investors’ capital, we are committed to best-in-class corporate governance practice. We place great emphasis on integrity and transparency, which extends to our reporting practices, long-term value creation for our stakeholders, and strong culture of business compliance.

We believe sustainability is in the best interest of our tenants, investors, employees, and the communities in which we operate. We have five strategic priorities when it comes to identifying and implementing sustainable business practices and minimizing our environmental impact: green building, energy efficiency, greenhouse gas emissions reduction, water conservation, and waste minimization and management. We believe these commitments are not only the right thing to do to address material environmental topics such as air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in operations and development. 

We are committed to transparency with regard to our corporate responsibility and sustainability performance, risks and opportunities, and will continue to enhance disclosures using industry accepted reporting frameworks.  More information about our corporate responsibility strategy, goals, performance, and formal disclosures are available on our website at www.regencycenters.com.  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.

Competition

We are among the largest owners of shopping centers in the nation based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery store chains that also anchor some of our shopping centers. This results in competition for attracting tenants, as well as the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven by:

 

our locations within our market areas;

 

the design and high quality of our shopping centers;

 

the strong demographics surrounding our shopping centers;

 

our relationships with our anchor tenants and our side-shop and out-parcel retailers;

 

our practice of maintaining and renovating our shopping centers; and

 

our ability to source and develop new shopping centers.

2


 

Employees

Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 22 market offices nationwide, including our corporate headquarters, where we conduct management, leasing, construction, and investment activities. We have 450 employees throughout the United States and we believe that our relations with our employees are good.

Compliance with Governmental Regulations

Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove certain hazardous substances at our shopping centers that generally arise from dry cleaners, gas stations, 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 the hazardous substances. The presence of such substances, or the failure to properly address such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral. Although we have a number of properties that could require or are currently undergoing varying levels of clean up, known environmental corrective actions are not currently expected to have a material financial impact on us due to our environmental insurance programs, various state-regulated programs that shift the responsibility and cost to the state, and existing accrued liabilities.

Executive Officers

Our executive officers are appointed each year by our Board of Directors.  Each of our executive officers has been employed by us for more than five years and, as of December 31, 2019, included the following:

 

Name

Age

Title

Executive Officer in

Position Shown Since

Martin E. Stein, Jr.

67

Chairman and Chief Executive Officer

1993(1)

Lisa Palmer

52

President

2016 (2)

Michael J. Mas

44

Executive Vice President, Chief Financial Officer

2019 (3)

Dan M. Chandler, III

52

Executive Vice President, Chief Investment Officer

2019 (4)

James D. Thompson

64

Executive Vice President, Chief Operating Officer

2019 (5)

 

(1)

Mr. Stein was appointed Executive Chairman of the Board effective January 1, 2020.  Prior to this appointment, Mr. Stein served as Chief Executive Officer since 1993 and Chairman of the Board since 1999.

 

 

(2)

Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, which position she has held since January 2016.  Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.

 

 

(3)

Mr. Mas assumed the responsibilities of Executive Vice President and Chief Financial Officer effective August 2019.  Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013.

 

 

(4)

Mr. Chandler assumed the role of Chief Investment Officer, effective August 2019, and Executive Vice President of Investments in 2016. Mr. Chandler previously served as Managing Director since 2006.  Prior to that, Mr. Chandler served in various investment officer positions since 1999.

 

 

(5)

Mr. Thompson assumed the role of Chief Operating Officer, effective August 2019, and Executive Vice President of Operations in 2016.  Mr. Thompson previously served as our Managing Director - East since 1993.  

 

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission (“SEC”) can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

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General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), Philadelphia, PA. We offer a dividend reinvestment plan (“DRIP”) that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (855) 449-0975 or our Shareholder Relations Department at (904) 598-7000.

The Company's common stock is listed on NASDAQ and trades under the stock symbol “REG”.

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley & Lardner LLP, Jacksonville, Florida.

Annual Meeting of Shareholders

Our 2020 annual meeting of shareholders will be held at the Ponte Vedra Inn and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida, at 9:00 a.m. on Wednesday, April 29, 2020.

Defined Terms

In addition to the required Generally Accepted Accounting Principles (“GAAP”) presentations, we use certain non-GAAP performance measures as we believe these measures improve the understanding of our operational results. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results:

 

Development Completion is a property in development that is deemed complete upon the earliest of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed a Retail Operating Property the following calendar year.

 

Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

 

NAREIT EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts (“NAREIT”) defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.  We provide a reconciliation of Net Income to NAREIT EBITDAre.  

 

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 in effect during that period.  Effective January 1, 2019, we prospectively adopted the NAREIT FFO White Paper – 2018 Restatement (“2018 FFO White Paper”), and elected the option of excluding gains on sale and impairments of land, which are considered incidental to our main business.  Prior period amounts were not restated to conform to the current year presentation, and therefore are calculated as described above, and also include gains on sale and impairments of land.

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 sales and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, NAREIT FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Stockholders to NAREIT FFO.

 

Net Operating Income (“NOI”) is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income / provision for doubtful accounts. NOI excludes straight-line rental income and expense, above and below market

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rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

 

Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods.  Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.

 

Operating EBITDAre begins with the NAREIT EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. We provide a reconciliation of Net Income to NAREIT EBITDAre to Operating EBITDAre.

 

Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with the Company’s reported results under GAAP.  We believe presenting our Pro-rata share of assets, liabilities, operating results, and certain operating metrics, along with other non-GAAP measures, makes comparisons of other REITs' operating results to ours more meaningful.  The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP.  The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities and operating results of the properties in our portfolio

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio.  We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items.  The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital.  Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

 

o

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting or allocating noncontrolling interests, and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and

 

o

Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP.  We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

 

Property In Development includes properties in various stages of ground-up development.

 

Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment.  Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.

 

Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.

 

Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties.  Properties in Redevelopment are included unless otherwise indicated.

 

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Item 1A. Risk Factors

Risk Factors Related to the Retail Industry

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, or tenants demand new lease terms, including costs for renovations or concessions. The market for leasing retail space in our properties may be adversely affected by any of the following:

 

changes in national, regional and local economic conditions;

 

changes in population and migration patterns to/from the markets in which we operate;

 

deterioration in the competitiveness and creditworthiness of our retail tenants;

 

increased competition from the use of e-commerce by retailers and consumers as well as other concepts such as super-stores and warehouse clubs;

 

tenant bankruptcies and subsequent rejections of our leases;

 

reductions in consumer spending and retail sales;

 

reduced tenant demand for retail space;

 

oversupply of retail space;

 

reduced consumer demand for certain retail categories;

 

consolidation within the retail sector;

 

increased operating costs;

 

perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and

 

acts of terrorism and war, natural disasters and other physical and weather-related damages to our properties.

To the extent that any of these conditions occur they are likely to impact the retail industry, our retail tenants, the demand and market rents for retail space, the occupancy levels of our properties, our ability to sell, acquire or develop properties, our operating results and our cash available for distributions to stock and unit holders.

Shifts in retail sales and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues and cash flows.

Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including the delivery or curbside pick-up of items ordered online. Retailers are considering these e-commerce trends when making decisions regarding their bricks and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods, which have historically been less likely to be purchased online; however, the continuing increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of retail locations in the future or close stores. Our grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. In certain higher-income markets, foot traffic at our centers may be impacted more by these alternative delivery methods if consumers are willing to pay premiums for such services.  This shift may adversely impact our occupancy and rental rates, which would impact our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions. These conditions may adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions.

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Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. During the year ended December 31, 2019, our properties in California, Florida, Texas, New York and Virginia accounted for 29.0%, 21.0%, 6.9%, 5.7%, and 5.0% respectively, of our NOI from Consolidated Properties plus our Pro-rata share from Unconsolidated Properties (“Pro-rata basis”). 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.

Our success depends on the success and continued presence of our “anchor” tenants.

“Anchor Tenants” (tenants occupying 10,000 square feet or more) occupy large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the success of other tenants by attracting shoppers to the property. We derive significant revenues from anchor tenants such as Publix, Kroger Co., Albertsons Companies, Inc., TJX Companies, Inc., and Whole Foods who accounted for 3.2%, 3.0%, 2.8%, 2.4%, and 2.4%, respectively, of our total annualized base rent on a Pro-rata basis, for the year ended December 31, 2019. Additionally, other tenants with significant lease obligations at a singular location could also have a material impact on our earnings if they are unable to fulfill their lease obligations or fail to renew their leases.  Our net income and cash flow may be adversely affected by the loss of revenues and additional costs in the event a significant anchor tenant:

 

becomes bankrupt or insolvent;

 

experiences a downturn in its business;

 

materially defaults on its leases;

 

does not renew its leases as they expire;

 

renews at lower rental rates and/or requires a tenant improvement allowance; or

 

renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space.

Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. If a significant tenant vacates a property, co-tenancy clauses in select lease contracts may allow other tenants to modify or terminate their rent or lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

Additionally, many of our shopping centers are anchored by retailers who own their space whose location is within or immediately adjacent to our shopping center (“shadow anchors”).  In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow anchor were to close, it could negatively impact our center as consumer traffic would likely be reduced.    

A significant percentage of our revenues are derived from smaller “shop space” tenants and our net income may be adversely impacted if our smaller shop tenants are not successful.

“Shop Space Tenants” (tenants occupying less than 10,000 square feet) may be more vulnerable to negative economic conditions as they have more limited resources than Anchor Tenants. Shop Space Tenants may be facing reduced sales as a result of an increase in competition including from e-commerce retailers. The types of Shop Space Tenants vary from retail shops and restaurants to service providers. If we are unable to attract the right type or mix of Shop Space Tenants into our centers, our revenues and cash flow may be adversely impacted.

At December 31, 2019, Shop Space Tenants represent approximately 36.0% of our GLA leased at average base rents of $34.86 per square foot (“PSF”). A one-percent decline in our shop space occupancy may result in a reduction to base rent of approximately $5.0 million.

We may be unable to collect balances due from tenants in bankruptcy.

Although lease income (including base rent and recoveries from tenants) are 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

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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 recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.

Risk Factors Related to Real Estate Investments and Operations

We are subject to numerous laws and regulations that may adversely affect our operations or expose us to liability.

Our properties are subject to numerous federal, state, and local laws and regulations, some of which may conflict with one another or be subject to varying judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, competition laws, rules and agreements, landlord-tenant laws, property tax regulations or changes in real estate assessments, including changes in laws related thereto, and other laws and regulations generally applicable to business operations. Noncompliance with such laws and regulations, and any associated litigation may expose us to liability.

Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.

Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable. We evaluate whether there are any indicators, including property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value.

The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. Changes in these factors may impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.

We face risks associated with development, redevelopment and expansion of properties.

We actively pursue opportunities for new retail development, or existing property redevelopment or expansion. Development and redevelopment activities require various government and other approvals for entitlements and any delay in such approvals may significantly delay this process. We may not recover our investment in development or redevelopment projects for which approvals are not received. We are subject to other risks associated with these activities, including the following risks:

 

we may be unable to lease developments or redevelopments to full occupancy on a timely basis;

 

the occupancy rates and rents of a completed project may not be sufficient to make the project profitable;

 

actual costs of a project may exceed original estimates, possibly making the project unprofitable;

 

delays in the development or construction process may increase our costs;

 

construction cost increases may reduce investment returns on development and redevelopment opportunities;

 

we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;

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the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;

 

a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our net operating income; and

 

changes in the level of future development and redevelopment activity may adversely impact our results from operations by reducing the amount of internal overhead costs that may be capitalized.

We face risks associated with the development of mixed-use commercial properties.

We are expanding our investment focus to include more complex acquisitions and mixed-use development and redevelopment projects in very dense urban locations, which pose unique risks to our return on investment.  Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes.  We have less experience in developing and managing non-retail real estate than we do retail real estate.  As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.  

 

If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects.  

 

If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties.

 

If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project.  In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing.  

In addition, redevelopment of existing shopping centers into mixed-use projects generally includes tenant vacancies before and during the redevelopment, which could result in volatility in NOI.  

We face risks associated with the acquisition of properties.

Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:

 

properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve the investment returns we project;

 

our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs;

 

our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;

 

we may not recover our costs from an unsuccessful acquisition;

 

our acquisition activities may distract or strain our management capacity; and

 

we may not be able to successfully integrate an acquisition into our existing operations platform.

We face risks if we expand into new markets.

If opportunities arise, we may acquire or develop properties in markets where we currently have no presence. Each of the risks applicable to acquiring or developing properties in our current markets are applicable to acquiring, developing and integrating properties in new markets. In addition, we may not possess the same level of familiarity with the dynamics and conditions of the new markets we may enter, which may adversely affect our operating results and investment returns in those markets.

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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. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment. Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of a substantial prepayment penalty, which may restrict our ability to dispose of the property, even though the sale might otherwise be desirable.

Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We intend to utilize 1031 exchanges to mitigate taxable income; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions. In the event that we do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments.

Certain of the properties in our portfolio are subject to ground leases; if we are unable to renew a ground lease, purchase the fee simple interest, or are found to be in breach of a ground lease, we may be adversely affected.

We have 28 properties in our portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, we only own a long-term leasehold or similar interest in those properties. If we are unable to purchase a fee interest in the underlying land or extend the terms of these leases before or upon their expiration, as to which no assurance can be given, we will lose our interest in the improvements and the right to operate such properties.  In addition, if we are found to be in breach of a ground lease, we may lose our interest in the improvements and the right to operate the property that is subject to the ground lease.  The existing lease terms, including renewal options, were taken into consideration when making our investment decisions. The purchase price and subsequent improvements are being depreciated over the shorter of the remaining life of the ground leases or the useful life of the underlying assets. If we were to lose the right to operate a property due to not exercising renewal options of the ground lease or a breach, we would be unable to derive income from such property, which would impair the value of our investments, and adversely affect our financial condition, results of operations and cash flows.

Climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs as well as additional taxes and fees.

To the extent climate change causes adverse changes in weather patterns, our properties in certain markets may experience increases in storm intensity and rising sea‑levels. Climate change may result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance, or making insurance unavailable. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties.  Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time, there can be no assurance that climate change will not have an adverse effect on us.  

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, 2019, 28% of the total insured value 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, 18% and 7% of the total insured value of our portfolio is located in the states of Florida and Texas, respectively. Recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.

An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.

We carry comprehensive liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties with policy specifications and insured limits customarily carried for similar properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have limited coverage or be excluded from insurance coverage. Although we carry

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specific insurance coverage for named windstorm and earthquake losses, the policies are subject to deductibles up to 2% to 5% of the total insured value of each property, up to a $10 million maximum deductible per occurrence for each of these perils, with limits of $300 million per occurrence for all perils except earthquake, which has a total annual aggregate limit of $300 million. Terrorism coverage is limited to $200 million per occurrence related to property damage. Liability claims are limited to $151 million per occurrence. Should a loss occur at any of our properties that is subject to a substantial deductible or is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.

Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss.  Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations.  To the extent that our tenants are affected by such attacks and threats of attacks, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.  

Loss of our key personnel may adversely affect our business and operations.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons may have an adverse effect on us.

We face competition from numerous sources, including other REITs and other real estate owners.

The ownership of shopping centers is highly fragmented. We face competition from other public REITs, large private investors, institutional investors, and from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We also compete to develop shopping centers with other REITs engaged in development activities as well as with local, regional, and national real estate developers. This competition may:

 

reduce the number of properties available for acquisition or development;

 

increase the cost of properties available for acquisition or development; and

 

hinder our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents.

If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stock and unit holders, may be adversely affected.

Costs of environmental remediation may reduce our cash flow available for distribution to stock and unit holders.

Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs of removal or addressing the presence of hazardous substances on the property, generally arising from dry cleaners, gas stations, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; 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 will not result in additional material environmental liabilities to us.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unexpected expenditures.

All of our properties are required to comply with the Americans with Disabilities Act (“ADA”), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to comply with these requirements, and these expenditures may have an adverse effect on our ability to meet our financial obligations and make distributions to our stock and unit holders.

11


 

The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regency’s proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liability and loss of revenues.

Many of our information technology systems (including those we use for administration, accounting, and communications, as well as the systems of our co-investment partners and other third-party business partners and service providers, whether cloud-based or hosted in proprietary servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of our information technology systems also contain our proprietary information and other confidential information related to our business. We are frequently subject to attempts to compromise our information technology systems. To the extent we or a third party were to experience a material breach of our or such third party’s information technology systems that result in the unauthorized access, theft, use, destruction or other compromises of tenants’ or employees' data or our confidential information stored in such systems, including through cyber-attacks or other external or internal methods, such a breach may damage our reputation and cause us to lose tenants and revenues, incur third party claims and cause disruption to our business and plans. Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.

Additionally, federal, state and local authorities continue to develop laws to address data privacy protection.  Monitoring such changes, and taking steps to comply, involves significant costs and effort by management, which may adversely affect our operating results and cash flows.

The techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. We manage cyber risk by evaluating the impact of a potential cyber breach on our business and determining the level of investment in the prevention, detection and response to a breach. We continue to make significant investments in technology, third-party services and personnel to develop and implement systems and processes that are designed to anticipate cyber-attacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannot provide assurance that we will be successful in preventing such breaches or data loss.

Despite the implementation of security measures for our disaster recovery and business continuity plans, our systems are vulnerable to damages from multiple sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war, and telecommunication failure.  Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business and cause us to incur additional costs to remedy such damages.

Risk Factors Related to Our Partnerships and Joint Ventures

We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.

We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. These investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.

These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in litigation or arbitration that may increase our expenses and prevent management from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders.  Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses.  The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.

12


 

Risk Factors Related to Funding Strategies and Capital Structure

Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings.

As part of our funding strategy, we sell operating properties that no longer meet our investment standards or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of operating properties, and the construction of new developments and redevelopments. An increase in market capitalization rates or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated.  Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.

We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which may result in stockholder dilution and limit our ability to sell such assets.

We may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we may deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions may limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding creditors willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.

In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

Our debt financing may adversely affect our business and financial condition.

Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage payments, the mortgagee may foreclose on the property securing the mortgage.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our unsecured notes, unsecured term loans, and unsecured line of credit contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes, unsecured term loan, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt

13


 

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 term loan. As of December 31, 2019, 6.5% of our outstanding debt was variable rate debt not hedged to fixed. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

We manage our exposure to interest rate volatility by using interest rate hedging arrangements.  These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations.

The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might change based on changes to the method in which LIBOR or its replacement rate is determined.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”) which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts.  We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

We have contracts that are indexed to LIBOR, including our $1.25 billion unsecured revolving credit facility, $265 million term loan, and fifteen mortgages within our consolidated and unconsolidated portfolio totaling $225.5 million on a Pro-rata basis, as well as interest rate swaps to fix these variable cash flows with notional amounts totaling $442.0 million on a Pro-rata basis.  These LIBOR based instruments mature between 2020 and 2028.  We are monitoring and evaluating the related risks, which include interest on loans or amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty.

If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness and related interest rate swaps may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point.  This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

14


 

Risk Factors Related to our Company and the Market Price for Our Securities

Changes in economic and market conditions may adversely affect the market price of our securities.

The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including:

 

actual or anticipated variations in our operating results;

 

changes in our funds from operations or earnings estimates;

 

publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

 

the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;

 

increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;

 

changes in market valuations of similar companies;

 

adverse market reaction to any additional debt we incur in the future;

 

any future issuances of equity securities;

 

additions or departures of key management personnel;

 

strategic actions by us or our competitors, such as acquisitions or restructurings;

 

actions by institutional stockholders;

 

reports by corporate governance rating companies;

 

increased investor focus on sustainability-related risks, including climate change;

 

changes in our dividend payments;

 

potential tax law changes on REITs;

 

speculation in the press or investment community; and

 

general market and economic conditions.

These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future.  A decrease in the market price of our common stock may reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.

There is no assurance that we will continue to pay dividends at historical rates.

Our ability to continue to pay dividends at historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:

 

our financial condition and results of future operations;

 

the terms of our loan covenants; and

 

our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or periodically increase the dividend on our common stock, it may have an adverse effect on the market price of our common stock and other securities.

15


 

Enhanced focus on corporate responsibility and sustainability, specifically related to environmental, social and governance matters, may impose additional costs and expose us to new risks.

We, as well as increasing numbers of investors, are focused on corporate responsibility and sustainability, specifically related to environmental, social and governance matters (“ESG”). Some investors may use these matters to guide their investment strategies. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. Although we have generally scored highly in these metrics to date, there can be no assurance that we will continue to score highly in the future. In addition, the criteria by which companies are rated may change, which could cause us to receive lower scores than in the past. We may face reputational damage in the event our corporate responsibility and sustainability procedures or standards do not meet the standards set by various constituencies. Furthermore, should our competitors outperform us in such metrics, potential or current investors may elect to invest with our competition instead. The occurrence of any of the foregoing could have an adverse effect on the price of our shares and our business, financial condition and results of operations, including increased capital expenditures and/or increased operating expenses.

Risk Factors Related to Laws and Regulations

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that we can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (“IRS”) or a court would agree with the positions we have taken in interpreting the REIT requirements. We are also required to distribute to our stockholders at least 90% of our REIT taxable income, excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT.

Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), we would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders in order to maintain our REIT status. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.

Even if the Parent Company qualifies as a REIT for federal income tax purposes, we are required to pay certain federal, state, and local taxes on our income and property. For example, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.

New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.

Recent changes to the U.S. tax laws may have a significant negative impact on the overall economy, our tenants, our investors, and our business.

The Tax Cuts and Jobs Act of 2017 made significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders, including our taxable income, the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this stage of the new law’s implementation. Furthermore, the Tax Cuts and Jobs Act may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. The Tax Cuts and Jobs Act may also

16


 

result in reduced government revenues, and therefore reduced government spending, which may negatively impact some of our tenants that rely on government funding. There can be no assurance that the Tax Cuts and Jobs Act will not adversely impact our operating results, financial condition, and future business operations.

Dividends paid by REITs generally do not qualify for reduced tax rates.

Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by “C” corporations and are taxable at ordinary income tax rates. The more favorable tax rates applicable to regular corporate qualified dividends may cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the shares of our capital stock.

Under the recently passed Tax Cuts and Jobs Act, the rate brackets for non-corporate taxpayer’s ordinary income are adjusted, the top tax rate is reduced from 39.6% to 37% (excluding the 3.8% Medicare tax on net investment income), and ordinary REIT dividends are taxed at even lower effective rates. Under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, and before January 1, 2026, distributions from REITs that are treated as dividends but are not designated as qualified dividends or capital gain dividends are generally taxed as ordinary income after deducting 20% of the amount of the dividend in the case of non-corporate stockholders. At the maximum ordinary income tax rate of 37% applicable for taxable years beginning after December 31, 2017, and before January 1, 2026, the maximum tax rate on ordinary REIT dividends for non-corporate stockholders is generally 29.6% (plus the 3.8% Medicare tax on net investment income).

Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a “domestically controlled” REIT.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.

Legislative or other actions affecting REITs may have a negative effect on us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect Regency or our investors. We cannot predict how changes in the tax laws might affect Regency or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction that constitutes “qualifying income” for purposes of the 75% or 95% gross income tests applicable to REITs, does not constitute “gross income” for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary (“TRS”).

Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.

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The issuance of the Parent Company's capital stock may delay or prevent a change in control.

The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table is a list of the shopping centers, summarized by state and in order of largest holdings by number of properties, presented for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):

 

 

 

December 31, 2019

 

 

December 31, 2018

 

Location

 

Number of

Properties

 

 

GLA (in

thousands)

 

 

Percent of

Total GLA

 

 

Percent

Leased

 

 

Number of

Properties

 

 

GLA (in

thousands)

 

 

Percent of

Total GLA

 

 

Percent

Leased

 

Florida

 

 

89

 

 

 

10,629

 

 

 

28.3

%

 

 

94.0

%

 

 

90

 

 

 

10,745

 

 

 

28.3

%

 

 

94.7

%

California

 

 

57

 

 

 

8,633

 

 

 

23.0

%

 

 

96.8

%

 

 

54

 

 

 

8,168

 

 

 

21.5

%

 

 

96.6

%

Texas

 

 

23

 

 

 

3,050

 

 

 

8.1

%

 

 

90.7

%

 

 

23

 

 

 

3,019

 

 

 

8.0

%

 

 

97.3

%

Georgia

 

 

21

 

 

 

2,048

 

 

 

5.5

%

 

 

94.6

%

 

 

21

 

 

 

2,048

 

 

 

5.4

%

 

 

95.5

%

Connecticut

 

 

14

 

 

 

1,453

 

 

 

3.9

%

 

 

95.0

%

 

 

14

 

 

 

1,453

 

 

 

3.8

%

 

 

95.6

%

Colorado

 

 

14

 

 

 

1,146

 

 

 

3.1

%

 

 

96.5

%

 

 

14

 

 

 

1,146

 

 

 

3.0

%

 

 

96.2

%

New York

 

 

11

 

 

 

1,367

 

 

 

3.6

%

 

 

93.4

%

 

 

11

 

 

 

1,367

 

 

 

3.6

%

 

 

97.8

%

North Carolina

 

 

10

 

 

 

901

 

 

 

2.4

%

 

 

95.5

%

 

 

10

 

 

 

895

 

 

 

2.3

%

 

 

96.8

%

Massachusetts

 

 

9

 

 

 

931

 

 

 

2.5

%

 

 

91.7

%

 

 

9

 

 

 

907

 

 

 

2.4

%

 

 

98.9

%

Washington

 

 

9

 

 

 

857

 

 

 

2.3

%

 

 

98.3

%

 

 

7

 

 

 

825

 

 

 

2.2

%

 

 

99.4

%

Ohio

 

 

8

 

 

 

1,209

 

 

 

3.2

%

 

 

98.6

%

 

 

8

 

 

 

1,205

 

 

 

3.2

%

 

 

99.4

%

Virginia

 

 

7

 

 

 

1,256

 

 

 

3.3

%

 

 

84.2

%

 

 

8

 

 

 

1,332

 

 

 

3.5

%

 

 

83.8

%

Oregon

 

 

7

 

 

 

741

 

 

 

2.0

%

 

 

95.4

%

 

 

7

 

 

 

741

 

 

 

2.0

%

 

 

96.1

%

Illinois

 

 

6

 

 

 

1,081

 

 

 

2.9

%

 

 

95.5

%

 

 

6

 

 

 

1,075

 

 

 

2.8

%

 

 

91.2

%

Missouri

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

100.0

%

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

100.0

%

Maryland

 

 

3

 

 

 

334

 

 

 

0.9

%

 

 

93.4

%

 

 

3

 

 

 

372

 

 

 

1.0

%

 

 

85.4

%

Tennessee

 

 

3

 

 

 

318

 

 

 

0.8

%

 

 

100.0

%

 

 

3

 

 

 

318

 

 

 

0.8

%

 

 

99.1

%

Pennsylvania

 

 

3

 

 

 

317

 

 

 

0.8

%

 

 

97.6

%

 

 

3

 

 

 

317

 

 

 

0.8

%

 

 

98.1

%

Indiana

 

 

1

 

 

 

279

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

254

 

 

 

0.7

%

 

 

98.4

%

Delaware

 

 

1

 

 

 

232

 

 

 

0.6

%

 

 

95.3

%

 

 

1

 

 

 

232

 

 

 

0.6

%

 

 

95.6

%

New Jersey

 

 

1

 

 

 

218

 

 

 

0.6

%

 

 

99.0

%

 

 

1

 

 

 

218

 

 

 

0.6

%

 

 

96.9

%

Michigan

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

100.0

%

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

100.0

%

South Carolina

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

97.4

%

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

94.8

%

Louisiana

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

753

 

 

 

2.0

%

 

 

92.8

%

Total

 

 

303

 

 

 

37,556

 

 

 

100.0

%

 

 

94.7

%

 

 

305

 

 

 

37,946

 

 

 

100.0

%

 

 

95.5

%

Certain Consolidated Properties are encumbered by mortgage loans of $486.3 million, excluding debt issuance costs and premiums and discounts, as of December 31, 2019.

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $22.38 and $21.51 PSF as of December 31, 2019 and 2018, respectively.

18


 

The following table is a list of the shopping centers, summarized by state and in order of largest holdings by number of properties, presented for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):

 

 

 

December 31, 2019

 

 

December 31, 2018

 

Location

 

Number of

Properties

 

 

GLA (in

thousands)

 

 

Percent of

Total GLA

 

 

Percent

Leased

 

 

Number of

Properties

 

 

GLA (in

thousands)

 

 

Percent of

Total GLA

 

 

Percent

Leased

 

California

 

 

22

 

 

 

3,017

 

 

 

20.1

%

 

 

93.8

%

 

 

22

 

 

 

3,017

 

 

 

19.3

%

 

 

94.2

%

Virginia

 

 

15

 

 

 

2,075

 

 

 

13.8

%

 

 

96.4

%

 

 

17

 

 

 

2,403

 

 

 

15.4

%

 

 

94.8

%

Maryland

 

 

10

 

 

 

1,066

 

 

 

7.1

%

 

 

94.1

%

 

 

11

 

 

 

1,184

 

 

 

7.6

%

 

 

96.2

%

Florida

 

 

10

 

 

 

1,045

 

 

 

6.9

%

 

 

97.7

%

 

 

10

 

 

 

1,045

 

 

 

6.7

%

 

 

98.8

%

North Carolina

 

 

8

 

 

 

1,269

 

 

 

8.4

%

 

 

94.8

%

 

 

9

 

 

 

1,417

 

 

 

9.1

%

 

 

94.1

%

Texas

 

 

7

 

 

 

933

 

 

 

6.2

%

 

 

98.1

%

 

 

7

 

 

 

933

 

 

 

6.0

%

 

 

98.2

%

Washington

 

 

7

 

 

 

878

 

 

 

5.8

%

 

 

96.7

%

 

 

7

 

 

 

859

 

 

 

5.5

%

 

 

95.1

%

Colorado

 

 

6

 

 

 

854

 

 

 

5.7

%

 

 

93.1

%

 

 

6

 

 

 

854

 

 

 

5.5

%

 

 

93.2

%

Pennsylvania

 

 

6

 

 

 

669

 

 

 

4.5

%

 

 

86.5

%

 

 

6

 

 

 

666

 

 

 

4.2

%

 

 

94.4

%

Minnesota

 

 

5

 

 

 

665

 

 

 

4.4

%

 

 

97.0

%

 

 

5

 

 

 

665

 

 

 

4.2

%

 

 

99.0

%

Illinois

 

 

4

 

 

 

671

 

 

 

4.5

%

 

 

97.7

%

 

 

4

 

 

 

671

 

 

 

4.3

%

 

 

97.1

%

New Jersey

 

 

4

 

 

 

353

 

 

 

2.3

%

 

 

94.1

%

 

 

4

 

 

 

353

 

 

 

2.3

%

 

 

96.4

%

Massachusetts

 

 

2

 

 

 

726

 

 

 

4.8

%

 

 

97.0

%

 

 

2

 

 

 

726

 

 

 

4.6

%

 

 

98.4

%

Indiana

 

 

2

 

 

 

139

 

 

 

0.9

%

 

 

88.4

%

 

 

2

 

 

 

139

 

 

 

0.9

%

 

 

100.0

%

District of Columbia

 

 

2

 

 

 

40

 

 

 

0.3

%

 

 

92.5

%

 

 

2

 

 

 

40

 

 

 

0.3

%

 

 

84.4

%

Connecticut

 

 

1

 

 

 

186

 

 

 

1.2

%

 

 

95.8

%

 

 

1

 

 

 

186

 

 

 

1.2

%

 

 

80.1

%

New York

 

 

1

 

 

 

141

 

 

 

0.9

%

 

 

100.0

%

 

 

1

 

 

 

141

 

 

 

0.9

%

 

 

100.0

%

Oregon

 

 

1

 

 

 

93

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

93

 

 

 

0.6

%

 

 

100.0

%

Georgia

 

 

1

 

 

 

86

 

 

 

0.6

%

 

 

93.8

%

 

 

1

 

 

 

86

 

 

 

0.5

%

 

 

83.8

%

South Carolina

 

 

1

 

 

 

80

 

 

 

0.5

%

 

 

100.0

%

 

 

1

 

 

 

80

 

 

 

0.5

%

 

 

100.0

%

Delaware

 

 

1

 

 

 

64

 

 

 

0.4

%

 

 

89.7

%

 

 

1

 

 

 

64

 

 

 

0.4

%

 

 

90.1

%

Total

 

 

116

 

 

 

15,050

 

 

 

100.0

%

 

 

95.2

%

 

 

120

 

 

 

15,622

 

 

 

100.0

%

 

 

95.4

%

Certain Unconsolidated Properties are encumbered by non-recourse mortgage loans of $1.6 billion, excluding debt issuance costs and premiums and discounts, as of December 31, 2019.

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $21.69 and $21.46 PSF as of December 31, 2019 and 2018, respectively.

19


 

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, 2019, based upon a percentage of total annualized base rent (GLA and dollars in thousands):

 

Tenant

 

GLA

 

 

Percent of

Company

Owned GLA

 

 

Annualized

Base Rent

 

 

Percent of

Annualized

Base Rent

 

 

Number of

Leased Stores

 

Publix

 

 

2,757

 

 

 

6.4

%

 

$

29,869

 

 

 

3.2

%

 

 

68

 

Kroger Co.

 

 

2,855

 

 

 

6.7

%

 

 

27,716

 

 

 

3.0

%

 

 

56

 

Albertsons Companies, Inc.

 

 

1,819

 

 

 

4.3

%

 

 

25,960

 

 

 

2.8

%

 

 

46

 

TJX Companies, Inc.

 

 

1,345

 

 

 

3.1

%

 

 

22,519

 

 

 

2.4

%

 

 

62

 

Whole Foods

 

 

1,062

 

 

 

2.5

%

 

 

22,482

 

 

 

2.4

%

 

 

33

 

CVS

 

 

654

 

 

 

1.5

%

 

 

15,053

 

 

 

1.6

%

 

 

57

 

Ahold/Delhaize

 

 

475

 

 

 

1.1

%

 

 

11,471

 

 

 

1.2

%

 

 

13

 

L.A. Fitness Sports Club

 

 

453

 

 

 

1.1

%

 

 

9,299

 

 

 

1.0

%

 

 

13

 

Bed Bath & Beyond Inc.

 

 

498

 

 

 

1.2

%

 

 

9,235

 

 

 

1.0

%

 

 

19

 

Ross Dress For Less

 

 

573

 

 

 

1.3

%

 

 

8,840

 

 

 

1.0

%

 

 

26

 

Nordstrom

 

 

320

 

 

 

0.7

%

 

 

8,839

 

 

 

1.0

%

 

 

9

 

Trader Joe's

 

 

271

 

 

 

0.6

%

 

 

8,732

 

 

 

0.9

%

 

 

27

 

Gap, Inc

 

 

246

 

 

 

0.6

%

 

 

8,012

 

 

 

0.9

%

 

 

20

 

PETCO Animal Supplies, Inc

 

 

308

 

 

 

0.7

%

 

 

7,393

 

 

 

0.8

%

 

 

37

 

JPMorgan Chase Bank

 

 

127

 

 

 

0.3

%

 

 

7,027

 

 

 

0.8

%

 

 

39

 

JAB Holding Company (1)

 

 

181

 

 

 

0.4

%

 

 

6,964

 

 

 

0.8

%

 

 

61

 

Starbucks

 

 

137

 

 

 

0.3

%

 

 

6,824

 

 

 

0.7

%

 

 

97

 

Bank of America

 

 

131

 

 

 

0.3

%

 

 

6,697

 

 

 

0.7

%

 

 

42

 

Wells Fargo Bank

 

 

128

 

 

 

0.3

%

 

 

6,561

 

 

 

0.7

%

 

 

49

 

Target

 

 

570

 

 

 

1.3

%

 

 

6,365

 

 

 

0.7

%

 

 

6

 

Walgreens Boots Alliance

 

 

262

 

 

 

0.6

%

 

 

6,175

 

 

 

0.7

%

 

 

25

 

Kohl's

 

 

612

 

 

 

1.4

%

 

 

5,859

 

 

 

0.6

%

 

 

8

 

H.E. Butt Grocery Company

 

 

347

 

 

 

0.8

%

 

 

5,858

 

 

 

0.6

%

 

 

5

 

Dick's Sporting Goods, Inc.

 

 

340

 

 

 

0.8

%

 

 

5,516

 

 

 

0.6

%

 

 

7

 

Ulta

 

 

170

 

 

 

0.4

%

 

 

5,110

 

 

 

0.6

%

 

 

19

 

Wal-Mart

 

 

660

 

 

 

1.5

%

 

 

4,746

 

 

 

0.5

%

 

 

7

 

AT&T, Inc

 

 

102

 

 

 

0.2

%

 

 

4,720

 

 

 

0.5

%

 

 

53

 

Best Buy

 

 

214

 

 

 

0.5

%

 

 

4,686

 

 

 

0.5

%

 

 

6

 

Barneys New York (2)

 

 

57

 

 

 

0.1

%

 

 

4,500

 

 

 

0.5

%

 

 

1

 

Staples, Inc.

 

 

204

 

 

 

0.5

%

 

 

4,487

 

 

 

0.5

%

 

 

11

 

Wegmans Food Markets, Inc.

 

 

344

 

 

 

0.8

%

 

 

4,231

 

 

 

0.5

%

 

 

4

 

Top Tenants

 

 

18,222

 

 

 

42.3

%

 

$

311,746

 

 

 

33.7

%

 

 

926

 

 

(1)

JAB Holding Company includes Panera, Einstein Bagels, Peet’s Coffee & Tea, and Krispy Kreme

 

(2)

Barneys filed for bankruptcy in July 2019.  Lease income for Barneys is being recognized on a cash basis effective June 30, 2019 and the lease is expected to terminate in February 2020.

 

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 generally have initial lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases 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.

20


 

The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our Consolidated and Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):

 

Lease Expiration Year

 

Number of

Tenants with

Expiring

Leases

 

 

Pro-rata

Expiring

GLA

 

 

Percent of

Total

Company

GLA

 

 

In Place Base

Rent Expiring

Under Leases

 

 

Percent of

Base Rent

 

 

Pro-rata

Expiring

Average

Base Rent

 

(1)

 

 

157

 

 

 

369

 

 

 

0.9

%

 

$

8,285

 

 

 

0.9

%

 

$

22.47

 

2020

 

 

1,097

 

 

 

3,317

 

 

 

8.3

%

 

 

80,053

 

 

 

8.9

%

 

 

24.13

 

2021

 

 

1,274

 

 

 

4,598

 

 

 

11.5

%

 

 

99,884

 

 

 

11.1

%

 

 

21.72

 

2022

 

 

1,353

 

 

 

5,297

 

 

 

13.3

%

 

 

124,189

 

 

 

13.7

%

 

 

23.45

 

2023

 

 

1,123

 

 

 

4,633

 

 

 

11.6

%

 

 

111,510

 

 

 

12.3

%

 

 

24.07

 

2024

 

 

1,091

 

 

 

5,406

 

 

 

13.5

%

 

 

118,650

 

 

 

13.1

%

 

 

21.95

 

2025

 

 

616

 

 

 

3,221

 

 

 

8.1

%

 

 

76,748

 

 

 

8.5

%

 

 

23.83

 

2026

 

 

372

 

 

 

2,209

 

 

 

5.5

%

 

 

56,602

 

 

 

6.3

%

 

 

25.62

 

2027

 

 

303

 

 

 

1,892

 

 

 

4.7

%

 

 

44,557

 

 

 

4.9

%

 

 

23.55

 

2028

 

 

310

 

 

 

2,165

 

 

 

5.4

%

 

 

52,093

 

 

 

5.8

%

 

 

24.06

 

2029

 

 

307

 

 

 

1,718

 

 

 

4.3

%

 

 

35,103

 

 

 

3.9

%

 

 

20.43

 

Thereafter

 

 

343

 

 

 

5,128

 

 

 

12.9

%

 

 

96,186

 

 

 

10.6

%

 

 

18.76

 

Total

 

 

8,346

 

 

 

39,953

 

 

 

100.0

%

 

$

903,860

 

 

 

100.0

%

 

$

22.62

 

 

(1)

Leases currently under month-to-month rent or in process of renewal.

 

During 2020, we have a total of 1,097 leases expiring, representing 3.3 million square feet of GLA.  These expiring leases have an average base rent of $24.13 PSF.  The average base rent of new leases signed during 2019 was $28.38 PSF.  During periods of economic weakness or when occupancy is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases.  In periods of recovery and/or when occupancy levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases.  Based on current economic trends and expectations, the quality and mix of tenants in our centers, and Pro-rata percent leased of 94.8%, we expect average base rent on new and renewal leases during 2020 to meet or exceed average rental rates on leases expiring in 2020.  Exceptions may arise in certain geographic areas or at specific shopping centers based on the local economic situation, competition, location, quality, and size of the space being leased, among other factors.  Additionally, significant changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current expectations.

 

21


 

The following table lists information about our Consolidated and Unconsolidated Properties.  For further information, see Item 7, Management's Discussion and Analysis.

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Amerige Heights Town Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2000

 

2000

 

$

 

 

 

89

 

 

98.9%

 

 

$

29.91

 

 

Albertsons, (Target)

Brea Marketplace

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

 

2005

 

1987

 

 

43,882

 

 

 

352

 

 

99.2%

 

 

 

19.94

 

 

Sprout's, Target, 24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Golf Galaxy, Old Navy

Circle Center West

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2017

 

1989

 

 

9,513

 

 

 

64

 

 

100.0%

 

 

 

28.42

 

 

Marshalls

Circle Marina Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2019

 

1959

 

 

24,000

 

 

 

118

 

 

94.1%

 

 

 

30.45

 

 

Staples, Big 5 Sporting Goods, Centinela Feed & Pet Supplies

Culver Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2017

 

1950

 

 

 

 

 

217

 

 

95.7%

 

 

 

31.91

 

 

Ralphs, Best Buy, LA Fitness, Sit N' Sleep, Tuesday Morning

Culver Public Market (7)

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2019

 

2019

 

 

 

 

 

27

 

 

49.4%

 

 

 

56.17

 

 

Urbanspace

El Camino Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1995

 

 

 

 

 

136

 

 

100.0%

 

 

 

38.81

 

 

Bristol Farms, CVS

Granada Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

 

2005

 

1965

 

 

50,000

 

 

 

226

 

 

100.0%

 

 

 

24.71

 

 

Sprout's Markets, Rite Aid, Stein Mart, PETCO, Homegoods

Hasley Canyon Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

 

2003

 

2003

 

 

16,000

 

 

 

66

 

 

100.0%

 

 

 

25.83

 

 

Ralphs

Heritage Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1981

 

 

 

 

 

230

 

 

100.0%

 

 

 

38.61

 

 

Ralphs, CVS, Daiso, Mitsuwa Marketplace, Total Woman

Laguna Niguel Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

 

2005

 

1985

 

 

 

 

 

42

 

 

94.1%

 

 

 

28.43

 

 

(Albertsons), CVS

Marina Shores

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

 

2008

 

2001

 

 

 

 

 

68

 

 

98.3%

 

 

 

36.12

 

 

Whole Foods, PETCO

Morningside Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1996

 

 

 

 

 

91

 

 

99.1%

 

 

 

23.76

 

 

Stater Bros.

Newland Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1985

 

 

 

 

 

152

 

 

100.0%

 

 

 

26.84

 

 

Albertsons

Plaza Hermosa

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1984

 

 

 

 

 

95

 

 

100.0%

 

 

 

26.92

 

 

Von's, CVS

Ralphs Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2017

 

1983

 

 

 

 

 

60

 

 

100.0%

 

 

 

18.56

 

 

Ralphs

Rona Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1989

 

 

 

 

 

52

 

 

100.0%

 

 

 

21.25

 

 

Superior Super Warehouse

Seal Beach

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

 

2002

 

1966

 

 

2,200

 

 

 

97

 

 

94.8%

 

 

 

25.81

 

 

Safeway, CVS

South Bay Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2012

 

2012

 

 

 

 

 

108

 

 

100.0%

 

 

 

20.31

 

 

Wal-Mart, Orchard Supply Hardware, Homegoods

Talega Village Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2017

 

2007

 

 

 

 

 

102

 

 

100.0%

 

 

 

22.40

 

 

Ralphs

Town and Country Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

18%

 

 

2018

 

1962

 

 

90,000

 

 

 

230

 

 

38.3%

 

 

 

49.99

 

 

Whole Foods, CVS, Citibank

Tustin Legacy

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2016

 

2017

 

 

 

 

 

112

 

 

100.0%

 

 

 

32.06

 

 

Stater Bros, CVS

Twin Oaks Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

 

2005

 

1978

 

 

9,283

 

 

 

98

 

 

97.1%

 

 

 

21.22

 

 

Ralphs, Rite Aid

Valencia Crossroads

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2002

 

2003

 

 

 

 

 

173

 

 

100.0%

 

 

 

27.96

 

 

Whole Foods, Kohl's

Village at La Floresta

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2014

 

2014

 

 

 

 

 

87

 

 

100.0%

 

 

 

34.23

 

 

Whole Foods

Von's Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

2017

 

1972

 

 

7,083

 

 

 

151

 

 

100.0%

 

 

 

22.14

 

 

Von's, Ross Dress for Less, Planet Fitness

Woodman Van Nuys

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

 

 

1999

 

1992

 

 

 

 

 

108

 

 

100.0%

 

 

 

16.42

 

 

El Super

Silverado Plaza

 

Napa

 

CA

 

40%

 

 

2005

 

1974

 

 

9,413

 

 

 

85

 

 

99.0%

 

 

 

18.26

 

 

Nob Hill, CVS

Gelson's Westlake Market Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

 

 

2002

 

2002

 

 

 

 

 

85

 

 

100.0%

 

 

 

29.07

 

 

Gelson's Markets, John of Italy Salon & Spa

Oakbrook Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

 

 

1999

 

1982

 

 

 

 

 

83

 

 

99.0%

 

 

 

21.70

 

 

Gelson's Markets, (Longs Drug)

Westlake Village Plaza and Center

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

 

 

1999

 

1975

 

 

 

 

 

201

 

 

95.1%

 

 

 

38.76

 

 

Von's, Sprouts, (CVS)

French Valley Village Center

 

Rvrside-San Bernardino-Ontario

 

CA

 

 

 

 

 

2004

 

2004

 

 

 

 

 

99

 

 

98.6%

 

 

 

27.28

 

 

Stater Bros, CVS

Jefferson Square

 

Rvrside-San Bernardino-Ontario

 

CA

 

 

 

 

 

2007

 

2007

 

 

 

 

 

38

 

 

48.9%

 

 

 

16.51

 

 

CVS

Folsom Prairie City Crossing

 

Sacramento--Roseville--Arden-Arcade

 

CA

 

 

 

 

 

1999

 

1999

 

 

 

 

 

90

 

 

100.0%

 

 

 

21.09

 

 

Safeway

Oak Shade Town Center

 

Sacramento--Roseville--Arden-Arcade

 

CA

 

 

 

 

 

2011

 

1998

 

 

6,954

 

 

 

104

 

 

99.3%

 

 

 

22.60

 

 

Safeway, Office Max, Rite Aid

Raley's Supermarket

 

Sacramento--Roseville--Arden-Arcade

 

CA

 

20%

 

 

2007

 

1964

 

 

 

 

 

63

 

 

100.0%

 

 

 

12.50

 

 

Raley's

The Marketplace (fka The Marketplace Shopping Center)

 

Sacramento--Roseville--Arden-Arcade

 

CA

 

 

 

 

 

2017

 

1990

 

 

 

 

 

111

 

 

97.1%

 

 

 

25.74

 

 

Safeway,CVS, Petco

22


 

 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

4S Commons Town Center

 

San Diego-Carlsbad

 

CA

 

85%

 

 

2004

 

2004

 

 

85,000

 

 

 

240

 

 

100.0%

 

 

 

33.85

 

 

Ralphs, Jimbo's...Naturally!, Bed Bath & Beyond, Cost Plus World Market, CVS, Ace Hardware, Ulta

Balboa Mesa Shopping Center

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

2012

 

1969

 

 

 

 

 

207

 

 

100.0%

 

 

 

26.98

 

 

Von's, Kohl's, CVS

Costa Verde Center

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

1999

 

1988

 

 

 

 

 

179

 

 

84.3%

 

 

 

33.55

 

 

Bristol Farms, Bookstar, The Boxing Club

El Norte Pkwy Plaza

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

1999

 

1984

 

 

 

 

 

91

 

 

96.0%

 

 

 

18.79

 

 

Von's, CVS, Children's Paradise

Friars Mission Center

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

1999

 

1989

 

 

 

 

 

147

 

 

100.0%

 

 

 

35.55

 

 

Ralphs, CVS

Navajo Shopping Center

 

San Diego-Carlsbad

 

CA

 

40%

 

 

2005

 

1964

 

 

7,685

 

 

 

102

 

 

99.1%

 

 

 

14.77

 

 

Albertsons, Rite Aid, O'Reilly Auto Parts

Point Loma Plaza

 

San Diego-Carlsbad

 

CA

 

40%

 

 

2005

 

1987

 

 

24,319

 

 

 

205

 

 

94.9%

 

 

 

22.96

 

 

Von's, 24 Hour Fitness, Jo-Ann Fabrics, Marshalls

Rancho San Diego Village

 

San Diego-Carlsbad

 

CA

 

40%

 

 

2005

 

1981

 

 

20,974

 

 

 

153

 

 

98.3%

 

 

 

22.36

 

 

Smart & Final, (Longs Drug), 24 Hour Fitness

Scripps Ranch Marketplace

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

2017

 

2017

 

 

27,000

 

 

 

132

 

 

98.7%

 

 

 

31.75

 

 

Vons, CVS

The Hub Hillcrest Market

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

2012

 

1990

 

 

 

 

 

149

 

 

99.4%

 

 

 

39.39

 

 

Ralphs, Trader Joe's

Twin Peaks

 

San Diego-Carlsbad

 

CA

 

 

 

 

 

1999

 

1988

 

 

 

 

 

208

 

 

99.5%

 

 

 

21.12

 

 

Atlas International Market, Target

200 Potrero

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

1928

 

 

 

 

 

31

 

 

100.0%

 

 

 

13.37

 

 

Gizmo Art Production, INC.

Bayhill Shopping Center

 

San Francisco-Oakland-Hayward

 

CA

 

40%

 

 

2005

 

1990

 

 

19,494

 

 

 

122

 

 

97.1%

 

 

 

26.04

 

 

Mollie Stone's Market, CVS

Clayton Valley Shopping Center

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2003

 

2004

 

 

 

 

 

260

 

 

92.3%

 

 

 

22.68

 

 

Grocery Outlet, Orchard Supply Hardware, CVS, Dollar Tree, Ross Dress For Less

Diablo Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1982

 

 

 

 

 

63

 

 

100.0%

 

 

 

40.90

 

 

(Safeway), (CVS), Beverages & More!

El Cerrito Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2000

 

2000

 

 

 

 

 

256

 

 

95.4%

 

 

 

30.27

 

 

(Lucky's), Trader Joe's, (CVS), Bed Bath & Beyond, Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less

Encina Grande

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1965

 

 

 

 

 

106

 

 

99.1%

 

 

 

33.04

 

 

Whole Foods, Walgreens

Gateway 101

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2008

 

2008

 

 

 

 

 

92

 

 

100.0%

 

 

 

32.95

 

 

(Home Depot), (Best Buy), Target, Nordstrom Rack

Parnassus Heights Medical

 

San Francisco-Oakland-Hayward

 

CA

 

50%

 

 

2017

 

1968

 

 

 

 

 

146

 

 

99.1%

 

 

 

86.09

 

 

University of CA

Persimmon Place

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2014

 

2014

 

 

 

 

 

153

 

 

100.0%

 

 

 

35.20

 

 

Whole Foods, Nordstrom Rack, Homegoods

Plaza Escuela

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

2002

 

 

 

 

 

154

 

 

96.4%

 

 

 

46.40

 

 

The Container Store, Uniqlo, Forever 21, The Cheesecake Factory,Trufusion

Pleasant Hill Shopping Center

 

San Francisco-Oakland-Hayward

 

CA

 

40%

 

 

2005

 

1970

 

 

50,000

 

 

 

227

 

 

100.0%

 

 

 

23.10

 

 

Target, Burlington, Ross Dress for Less, Homegoods

Pleasanton Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

1981

 

 

 

 

 

163

 

 

73.8%

 

 

 

10.53

 

 

JCPenney, OfficeMax, Cost Plus World Market

Potrero Center

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

1968

 

 

 

 

 

227

 

 

99.8%

 

 

 

32.97

 

 

Safeway, Decathlon Sport, 24 Hour Fitness, Ross Dress for Less, Petco, Party City

Powell Street Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2001

 

1987

 

 

 

 

 

166

 

 

98.9%

 

 

 

35.03

 

 

Trader Joe's, Beverages & More!, Ross Dress For Less, Marshalls, Burlington Coat Factory

San Carlos Marketplace

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

1999

 

 

 

 

 

154

 

 

100.0%

 

 

 

35.32

 

 

TJ Maxx, Best Buy, PetSmart, Bassett Furniture

San Leandro Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1982

 

 

 

 

 

50

 

 

86.3%

 

 

 

38.52

 

 

(Safeway), (CVS)

Sequoia Station

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1996

 

 

 

 

 

103

 

 

100.0%

 

 

 

42.69

 

 

(Safeway), CVS, Barnes & Noble, Old Navy, Pier 1

Serramonte Center

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

1968

 

 

 

 

 

1,140

 

 

97.8%

 

 

 

25.79

 

 

Macy's, Target, Dick's Sporting Goods, Dave & Buster's, Nordstrom Rack, JCPenney, Regal Cinemas, Buy Buy Baby, Cost Plus World Market, Crunch Gym, DAISO, Forever 21, H&M, Old Navy, Part City, Ross, TJ Maxx, Uniqlo

23


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Tassajara Crossing

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1990

 

 

 

 

 

146

 

 

100.0%

 

 

 

24.74

 

 

Safeway, CVS, Alamo Hardware

Willows Shopping Center (6)

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

2017

 

2015

 

 

 

 

 

249

 

 

86.4%

 

 

 

30.17

 

 

REI, UFC Gym, Old Navy, Pier 1 Imports, Ulta, ClaimJumper, The Jungle Fun Concord

Woodside Central

 

San Francisco-Oakland-Hayward

 

CA

 

 

 

 

 

1999

 

1993

 

 

 

 

 

81

 

 

100.0%

 

 

 

25.98

 

 

(Target),Chuck E. Cheese, Marshalls

Ygnacio Plaza

 

San Francisco-Oakland-Hayward

 

CA

 

40%

 

 

2005

 

1968

 

 

25,563

 

 

 

110

 

 

100.0%

 

 

 

37.81

 

 

Sports Basement,TJ Maxx

Blossom Valley

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

20%

 

 

1999

 

1990

 

 

22,300

 

 

 

93

 

 

100.0%

 

 

 

27.81

 

 

Safeway, CVS

Mariposa Shopping Center

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

 

2005

 

1957

 

 

18,864

 

 

 

127

 

 

94.7%

 

 

 

21.22

 

 

Safeway, CVS Ross Dress for Less

Shoppes at Homestead

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

 

 

1999

 

1983

 

 

 

 

 

113

 

 

100.0%

 

 

 

23.72

 

 

(Orchard Supply Hardware), CVS, Crunch Fitness

Snell & Branham Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

 

2005

 

1988

 

 

12,566

 

 

 

92

 

 

98.1%

 

 

 

19.25

 

 

Safeway

The Pruneyard

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

 

 

2019

 

1969

 

 

2,200

 

 

 

258

 

 

97.0%

 

 

 

38.93

 

 

Trader Joe's, Sports Basement, Pruneyard Cinemas, Marshalls

West Park Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

 

 

1999

 

1996

 

 

 

 

 

88

 

 

97.6%

 

 

 

18.40

 

 

Safeway, Rite Aid

Golden Hills Plaza

 

San Luis Obispo-Paso Robles-Arroyo Grande

 

CA

 

 

 

 

 

2006

 

2006

 

 

 

 

 

244

 

 

95.4%

 

 

 

7.60

 

 

Lowe's, Bed Bath & Beyond, TJ Maxx

Five Points Shopping Center

 

Santa Maria-Santa Barbara

 

CA

 

40%

 

 

2005

 

1960

 

 

24,899

 

 

 

145

 

 

98.7%

 

 

 

30.40

 

 

Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO

Corral Hollow

 

Stockton-Lodi

 

CA

 

25%

 

 

2000

 

2000

 

 

 

 

 

167

 

 

100.0%

 

 

 

17.54

 

 

Safeway, Orchard Supply & Hardware, CVS

Alcove On Arapahoe

 

Boulder

 

CO

 

40%

 

 

2005

 

1957

 

 

13,151

 

 

 

159

 

 

91.7%

 

 

 

18.88

 

 

Safeway, Jo-Ann Fabrics, PETCO, Pier 1 Imports, HomeGoods

Crossroads Commons

 

Boulder

 

CO

 

20%

 

 

2001

 

1986

 

 

34,500

 

 

 

143

 

 

100.0%

 

 

 

28.17

 

 

Whole Foods, Barnes & Noble, Bicycle Village

Crossroads Commons II

 

Boulder

 

CO

 

20%

 

 

2018

 

1995

 

 

5,500

 

 

 

20

 

 

65.8%

 

 

 

36.16

 

 

(Whole Foods), (Barnes & Noble, Bicycle Village)

Falcon Marketplace

 

Colorado Springs

 

CO

 

 

 

 

 

2005

 

2005

 

 

 

 

 

22

 

 

93.8%

 

 

 

23.47

 

 

(Wal-Mart)

Marketplace at Briargate

 

Colorado Springs

 

CO

 

 

 

 

 

2006

 

2006

 

 

 

 

 

29

 

 

95.6%

 

 

 

32.74

 

 

(King Soopers)

Monument Jackson Creek

 

Colorado Springs

 

CO

 

 

 

 

 

1998

 

1999

 

 

 

 

 

85

 

 

100.0%

 

 

 

12.40

 

 

King Soopers

Woodmen Plaza

 

Colorado Springs

 

CO

 

 

 

 

 

1998

 

1998

 

 

 

 

 

116

 

 

92.2%

 

 

 

13.09

 

 

King Soopers

Applewood Shopping Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

 

2005

 

1956

 

 

 

 

 

354

 

 

91.2%

 

 

 

14.94

 

 

King Soopers, Hobby Lobby, Applejack Liquors, PetSmart, Homegoods, Sierra Trading Post, Ulta

Belleview Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

2004

 

1978

 

 

 

 

 

117

 

 

100.0%

 

 

 

20.56

 

 

King Soopers

Boulevard Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

1999

 

1986

 

 

 

 

 

79

 

 

77.0%

 

 

 

30.92

 

 

(Safeway), One Hour Optical

Buckley Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

1999

 

1978

 

 

 

 

 

116

 

 

96.1%

 

 

 

11.61

 

 

King Soopers, Ace Hardware

Cherrywood Square Shop Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

 

2005

 

1978

 

 

4,060

 

 

 

97

 

 

94.2%

 

 

 

10.44

 

 

King Soopers

Hilltop Village

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

2002

 

2003

 

 

 

 

 

100

 

 

100.0%

 

 

 

11.48

 

 

King Soopers

Kent Place

 

Denver-Aurora-Lakewood

 

CO

 

50%

 

 

2011

 

2011

 

 

8,250

 

 

 

48

 

 

100.0%

 

 

 

20.94

 

 

King Soopers

Littleton Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

1999

 

1997

 

 

 

 

 

99

 

 

100.0%

 

 

 

11.36

 

 

King Soopers

Lloyd King Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

1998

 

1998

 

 

 

 

 

83

 

 

95.0%

 

 

 

11.88

 

 

King Soopers

Ralston Square Shopping Center

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

 

2005

 

1977

 

 

4,060

 

 

 

83

 

 

97.0%

 

 

 

11.74

 

 

King Soopers

Shops at Quail Creek

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

2008

 

2008

 

 

 

 

 

38

 

 

96.3%

 

 

 

26.11

 

 

(King Soopers)

Stroh Ranch

 

Denver-Aurora-Lakewood

 

CO

 

 

 

 

 

1998

 

1998

 

 

 

 

 

93

 

 

100.0%

 

 

 

13.42

 

 

King Soopers

Centerplace of Greeley III

 

Greeley

 

CO

 

 

 

 

 

2007

 

2007

 

 

 

 

 

119

 

 

100.0%

 

 

 

11.37

 

 

Hobby Lobby, Best Buy, TJ Maxx

22 Crescent Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1984

 

 

 

 

 

4

 

 

100.0%

 

 

 

60.00

 

 

 

91 Danbury Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1965

 

 

 

 

 

5

 

 

100.0%

 

 

 

27.45

 

 

 

Black Rock

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

 

2014

 

1996

 

 

19,767

 

 

 

98

 

 

94.7%

 

 

 

30.71

 

 

Old Navy, The Clubhouse

Brick Walk (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

 

2014

 

2007

 

 

32,952

 

 

 

122

 

 

90.2%

 

 

 

44.97

 

 

 

24


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Compo Acres Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1960

 

 

 

 

 

43

 

 

100.0%

 

 

 

50.42

 

 

Trader Joe's

Copps Hill Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1979

 

 

12,306

 

 

 

185

 

 

100.0%

 

 

 

14.24

 

 

Stop & Shop, Kohl's, Rite Aid

Danbury Green

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1985

 

 

 

 

 

124

 

 

97.6%

 

 

 

24.08

 

 

Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors

Darinor Plaza (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1978

 

 

 

 

 

153

 

 

97.8%

 

 

 

18.42

 

 

Kohl's, Old Navy, Party City

Fairfield Center (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

 

2014

 

2000

 

 

 

 

 

94

 

 

99.4%

 

 

 

32.33

 

 

Fairfield University Bookstore, Merril Lynch

Post Road Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1978

 

 

 

 

 

20

 

 

100.0%

 

 

 

53.92

 

 

Trader Joe's

The Village Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1973

 

 

 

 

 

90

 

 

81.7%

 

 

 

41.56

 

 

The Fresh Market

Walmart Norwalk

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

 

 

2017

 

1956

 

 

 

 

 

142

 

 

100.0%

 

 

 

0.56

 

 

WalMart, HomeGoods

Brookside Plaza

 

Hartford-West Hartford-East Hartford

 

CT

 

 

 

 

 

2017

 

1985

 

 

 

 

 

217

 

 

89.7%

 

 

 

14.67

 

 

ShopRite, Bed, Bath & Beyond, TJ Maxx, PetSmart, Walgreens, Staples

Corbin's Corner

 

Hartford-West Hartford-East Hartford

 

CT

 

40%

 

 

2005

 

1962

 

 

37,026

 

 

 

186

 

 

95.8%

 

 

 

28.74

 

 

Trader Joe's, Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More

Southbury Green

 

New Haven-Milford

 

CT

 

 

 

 

 

2017

 

1979

 

 

 

 

 

156

 

 

94.1%

 

 

 

22.67

 

 

ShopRite, Homegoods

Shops at The Columbia

 

Washington-Arlington-Alexandri

 

DC

 

25%

 

 

2006

 

2006

 

 

 

 

 

23

 

 

100.0%

 

 

 

41.68

 

 

Trader Joe's

Spring Valley Shopping Center

 

Washington-Arlington-Alexandri

 

DC

 

40%

 

 

2005

 

1930

 

 

11,727

 

 

 

17

 

 

82.4%

 

 

 

114.09

 

 

 

Pike Creek

 

Philadelphia-Camden-Wilmington

 

DE

 

 

 

 

 

1998

 

1981

 

 

 

 

 

232

 

 

95.3%

 

 

 

14.90

 

 

Acme Markets, K-Mart

Shoppes of Graylyn

 

Philadelphia-Camden-Wilmington

 

DE

 

40%

 

 

2005

 

1971

 

 

 

 

 

64

 

 

89.7%

 

 

 

24.01

 

 

Rite Aid

Corkscrew Village

 

Cape Coral-Fort Myers

 

FL

 

 

 

 

 

2007

 

1997

 

 

 

 

 

82

 

 

93.2%

 

 

 

14.25

 

 

Publix

Shoppes of Grande Oak

 

Cape Coral-Fort Myers

 

FL

 

 

 

 

 

2000

 

2000

 

 

 

 

 

79

 

 

100.0%

 

 

 

16.52

 

 

Publix

Millhopper Shopping Center

 

Gainesville

 

FL

 

 

 

 

 

1993

 

1974

 

 

 

 

 

83

 

 

100.0%

 

 

 

17.96

 

 

Publix

Newberry Square

 

Gainesville

 

FL

 

 

 

 

 

1994

 

1986

 

 

 

 

 

181

 

 

45.7%

 

 

 

10.10

 

 

Publix, Dollar Tree

Anastasia Plaza

 

Jacksonville

 

FL

 

 

 

 

 

1993

 

1988

 

 

 

 

 

102

 

 

96.2%

 

 

 

13.78

 

 

Publix

Atlantic Village

 

Jacksonville

 

FL

 

 

 

 

 

2017

 

1984

 

 

 

 

 

110

 

 

95.0%

 

 

 

17.19

 

 

LA Fitness, Pet Supplies Plus

Brooklyn Station on Riverside

 

Jacksonville

 

FL

 

 

 

 

 

2013

 

2013

 

 

 

 

 

50

 

 

97.2%

 

 

 

26.28

 

 

The Fresh Market

Courtyard Shopping Center

 

Jacksonville

 

FL

 

 

 

 

 

1993

 

1987

 

 

 

 

 

137

 

 

100.0%

 

 

 

3.50

 

 

(Publix), Target

Fleming Island

 

Jacksonville

 

FL

 

 

 

 

 

1998

 

2000

 

 

 

 

 

132

 

 

96.8%

 

 

 

16.10

 

 

Publix, (Target), PETCO, Planet Fitness

Hibernia Pavilion

 

Jacksonville

 

FL

 

 

 

 

 

2006

 

2006

 

 

 

 

 

51

 

 

92.0%

 

 

 

16.21

 

 

Publix

John's Creek Center

 

Jacksonville

 

FL

 

20%

 

 

2003

 

2004

 

 

9,000

 

 

 

75

 

 

100.0%

 

 

 

15.75

 

 

Publix

Julington Village

 

Jacksonville

 

FL

 

20%

 

 

1999

 

1999

 

 

10,000

 

 

 

82

 

 

100.0%

 

 

 

16.44

 

 

Publix, (CVS)

Mandarin Landing

 

Jacksonville

 

FL

 

 

 

 

 

2017

 

1976

 

 

 

 

 

140

 

 

89.1%

 

 

 

18.02

 

 

Whole Foods, Office Depot, Aveda Institute

Nocatee Town Center

 

Jacksonville

 

FL

 

 

 

 

 

2007

 

2007

 

 

 

 

 

110

 

 

100.0%

 

 

 

20.91

 

 

Publix

Oakleaf Commons

 

Jacksonville

 

FL

 

 

 

 

 

2006

 

2006

 

 

 

 

 

74

 

 

98.1%

 

 

 

15.39

 

 

Publix

Old St Augustine Plaza

 

Jacksonville

 

FL

 

 

 

 

 

1996

 

1990

 

 

 

 

 

248

 

 

100.0%

 

 

 

10.94

 

 

Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less

Pablo Plaza

 

Jacksonville

 

FL

 

 

 

 

 

2017

 

1974

 

 

 

 

 

161

 

 

98.4%

 

 

 

17.32

 

 

Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart

Pine Tree Plaza

 

Jacksonville

 

FL

 

 

 

 

 

1997

 

1999

 

 

 

 

 

63

 

 

100.0%

 

 

 

14.68

 

 

Publix

Seminole Shoppes

 

Jacksonville

 

FL

 

50%

 

 

2009

 

2009

 

 

8,567

 

 

 

87

 

 

100.0%

 

 

 

23.34

 

 

Publix

Shoppes at Bartram Park

 

Jacksonville

 

FL

 

50%

 

 

2005

 

2004

 

 

 

 

 

135

 

 

95.4%

 

 

 

20.28

 

 

Publix, (Kohl's), (Tutor Time)

Shops at John's Creek

 

Jacksonville

 

FL

 

 

 

 

 

2003

 

2004

 

 

 

 

 

15

 

 

100.0%

 

 

 

23.92

 

 

 

South Beach Regional

 

Jacksonville

 

FL

 

 

 

 

 

2017

 

1990

 

 

 

 

 

308

 

 

97.3%

 

 

 

15.14

 

 

Trader Joe's, Home Depot, Stein Mart, Ross Dress for Less, Bed Bath & Beyond, Staples

25


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Aventura Shopping Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1994

 

1974

 

 

 

 

 

97

 

 

100.0%

 

 

 

37.55

 

 

Publix, CVS

Aventura Square (6)

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1991

 

 

6,008

 

 

 

144

 

 

79.3%

 

 

 

39.44

 

 

Bed, Bath & Beyond, DSW, Jewelry Exchange, Old Navy

Banco Popular Building

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1971

 

 

 

 

 

33

 

 

0.0%

 

 

-

 

 

 

Bird 107 Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1962

 

 

 

 

 

40

 

 

92.9%

 

 

 

20.04

 

 

Walgreens

Bird Ludlam

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1988

 

 

 

 

 

192

 

 

98.5%

 

 

 

23.75

 

 

Winn-Dixie, CVS, Goodwill

Boca Village Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1978

 

 

 

 

 

92

 

 

97.6%

 

 

 

22.60

 

 

Publix, CVS

Boynton Lakes Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1997

 

1993

 

 

 

 

 

110

 

 

94.9%

 

 

 

16.72

 

 

Publix, Citi Trends, Pet Supermarket

Boynton Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1978

 

 

 

 

 

105

 

 

97.2%

 

 

 

21.22

 

 

Publix, CVS

Caligo Crossing

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2007

 

2007

 

 

 

 

 

11

 

 

61.0%

 

 

 

47.83

 

 

(Kohl's)

Chasewood Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1993

 

1986

 

 

 

 

 

151

 

 

97.1%

 

 

 

26.32

 

 

Publix, Pet Smart

Concord Shopping Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1962

 

 

27,750

 

 

 

309

 

 

95.4%

 

 

 

12.61

 

 

Winn-Dixie, Home Depot, Big Lots, Dollar Tree, YouFit Health Club

Coral Reef Shopping Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1968

 

 

 

 

 

75

 

 

98.8%

 

 

 

32.70

 

 

Aldi, Walgreens

Country Walk Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

30%

 

 

2017

 

1985

 

 

16,000

 

 

 

101

 

 

90.3%

 

 

 

19.79

 

 

Publix, CVS

Countryside Shops

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1986

 

 

 

 

 

193

 

 

93.7%

 

 

 

19.01

 

 

Publix, Stein Mart, Ross Dress for Less

Fountain Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2013

 

2013

 

 

 

 

 

177

 

 

92.5%

 

 

 

26.10

 

 

Publix,(Target), Ross Dress for Less, TJ Maxx, Ulta

Gardens Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1997

 

1991

 

 

 

 

 

90

 

 

100.0%

 

 

 

18.45

 

 

Publix

Greenwood Shopping Centre

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1982

 

 

 

 

 

133

 

 

93.2%

 

 

 

15.66

 

 

Publix, Beall's

Hammocks Town Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1987

 

 

 

 

 

187

 

 

98.1%

 

 

 

17.25

 

 

Publix, Metro-Dade Public Library, (Kendall Ice Arena), YouFit Health Club, Goodwill, CVS

Homestead McDonald's

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

2014

 

 

 

 

 

4

 

 

100.0%

 

 

 

27.74

 

 

 

Lantana Outparcels

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1976

 

 

 

 

 

17

 

 

100.0%

 

 

 

18.53

 

 

 

Pine Island

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1999

 

 

 

 

 

255

 

 

97.9%

 

 

 

14.76

 

 

Publix, Burlington Coat Factory, Beall's, YouFit Health Club

Pine Ridge Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1986

 

 

 

 

 

118

 

 

97.0%

 

 

 

18.09

 

 

The Fresh Market, Bed, Bath & Beyond, Marshalls, Ulta

Pinecrest Place (6)

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

2017

 

 

 

 

 

70

 

 

92.0%

 

 

 

39.58

 

 

Whole Foods, (Target)

Point Royale Shopping Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1970

 

 

 

 

 

202

 

 

98.4%

 

 

 

15.92

 

 

Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Tuesday Morning, Planet Fitness

Prosperity Centre

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1993

 

 

 

 

 

124

 

 

93.5%

 

 

 

21.92

 

 

Bed, Bath & Beyond, Office Depot, TJ Maxx, CVS

Sawgrass Promenade

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1982

 

 

 

 

 

107

 

 

90.3%

 

 

 

12.32

 

 

Publix, Walgreens, Dollar Tree

Sheridan Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1973

 

 

 

 

 

506

 

 

92.8%

 

 

 

18.78

 

 

Publix, Kohl's, LA Fitness, Office Depot, Ross Dress for Less, Pet Supplies Plus

Shoppes @ 104

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1998

 

1990

 

 

 

 

 

112

 

 

97.5%

 

 

 

19.31

 

 

Winn-Dixie, CVS

Shoppes at Lago Mar

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1995

 

 

 

 

 

83

 

 

93.9%

 

 

 

15.23

 

 

Publix, YouFit Health Club

Shoppes of Jonathan's Landing

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1997

 

 

 

 

 

27

 

 

100.0%

 

 

 

25.10

 

 

(Publix)

Shoppes of Oakbrook

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1974

 

 

3,670

 

 

 

200

 

 

94.1%

 

 

 

16.47

 

 

Publix, Stein Mart, Tuesday Morning, Bassett Furniture, Duffy's Sports Bar, CVS

Shoppes of Silver Lakes

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1995

 

 

 

 

 

127

 

 

91.7%

 

 

 

19.35

 

 

Publix, Goodwill

Shoppes of Sunset

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1979

 

 

 

 

 

22

 

 

85.9%

 

 

 

25.71

 

 

 

Shoppes of Sunset II

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1980

 

 

 

 

 

28

 

 

74.2%

 

 

 

22.71

 

 

 

Shops at Skylake

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1999

 

 

 

 

 

287

 

 

93.6%

 

 

 

23.98

 

 

Publix, LA Fitness, TJ Maxx, Goodwill

Tamarac Town Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1987

 

 

 

 

 

125

 

 

75.8%

 

 

 

12.69

 

 

Publix, Dollar Tree

University Commons (6)

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2015

 

2001

 

 

35,824

 

 

 

180

 

 

100.0%

 

 

 

31.71

 

 

Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond

26


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Veranda Shoppes

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

30%

 

 

2017

 

2007

 

 

9,000

 

 

 

45

 

 

97.3%

 

 

 

27.05

 

 

Publix

Waterstone Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

2005

 

 

 

 

 

61

 

 

100.0%

 

 

 

16.97

 

 

Publix

Welleby Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1996

 

1982

 

 

 

 

 

110

 

 

91.3%

 

 

 

13.45

 

 

Publix, Dollar Tree

Wellington Town Square

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

1996

 

1982

 

 

 

 

 

112

 

 

100.0%

 

 

 

30.98

 

 

Publix, CVS

West Bird Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1977

 

 

 

 

 

99

 

 

98.5%

 

 

 

24.14

 

 

Publix

West Lake Shopping Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1984

 

 

 

 

 

101

 

 

96.8%

 

 

 

19.32

 

 

Winn-Dixie, CVS

Westport Plaza

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

2002

 

 

2,385

 

 

 

47

 

 

100.0%

 

 

 

20.34

 

 

Publix

Young Circle Shopping Center

 

Miami-Ft Lauderdale-W Palm Bch

 

FL

 

 

 

 

 

2017

 

1962

 

 

 

 

 

65

 

 

59.0%

 

 

 

20.80

 

 

Walgreens

Berkshire Commons

 

Naples-Immokalee-Marco Island

 

FL

 

 

 

 

 

1994

 

1992

 

 

 

 

 

110

 

 

98.6%

 

 

 

14.63

 

 

Publix, Walgreens

Naples Walk Shopping Center

 

Naples-Immokalee-Marco Island

 

FL

 

 

 

 

 

2007

 

1999

 

 

 

 

 

125

 

 

98.6%

 

 

 

17.44

 

 

Publix

Pavillion

 

Naples-Immokalee-Marco Island

 

FL

 

 

 

 

 

2017

 

1982

 

 

 

 

 

168

 

 

96.5%

 

 

 

21.50

 

 

LA Fitness, Paragon Theaters, J. Lee Salon Suites

Shoppes of Pebblebrook Plaza

 

Naples-Immokalee-Marco Island

 

FL

 

50%

 

 

2000

 

2000

 

 

 

 

 

77

 

 

100.0%

 

 

 

15.47

 

 

Publix, (Walgreens)

Glengary Shoppes

 

North Port-Sarasota-Bradenton

 

FL

 

 

 

 

 

2017

 

1995

 

 

 

 

 

93

 

 

100.0%

 

 

 

19.72

 

 

Best Buy, Barnes & Noble

Alafaya Village

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

 

 

2017

 

1986

 

 

 

 

 

38

 

 

93.9%

 

 

 

22.59

 

 

(Lucky's)

Kirkman Shoppes

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

 

 

2017

 

1973

 

 

 

 

 

115

 

 

96.7%

 

 

 

23.67

 

 

LA Fitness, Walgreens

Lake Mary Centre

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

 

 

2017

 

1988

 

 

 

 

 

360

 

 

94.7%

 

 

 

16.29

 

 

The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot

Plaza Venezia

 

Orlando-Kissimmee-Sanford

 

FL

 

20%

 

 

2016

 

2000

 

 

36,500

 

 

 

202

 

 

99.8%

 

 

 

27.11

 

 

Publix

The Grove

 

Orlando-Kissimmee-Sanford

 

FL

 

30%

 

 

2017

 

2004

 

 

22,500

 

 

 

152

 

 

98.4%

 

 

 

21.64

 

 

Publix, LA Fitness

Town and Country

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

 

 

2017

 

1993

 

 

 

 

 

78

 

 

100.0%

 

 

 

10.68

 

 

Ross Dress for Less

Unigold Shopping Center

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

95.0%

 

 

 

15.19

 

 

Lucky's, YouFit Health Club, Ross Dress for Less

Willa Springs

 

Orlando-Kissimmee-Sanford

 

FL

 

20%

 

 

2000

 

2000

 

 

16,700

 

 

 

90

 

 

95.4%

 

 

 

21.03

 

 

Publix

Starke (6)

 

Other

 

FL

 

 

 

 

 

2000

 

2000

 

 

 

 

 

13

 

 

100.0%

 

 

 

25.56

 

 

CVS

Cashmere Corners

 

Port St. Lucie

 

FL

 

 

 

 

 

2017

 

2001

 

 

 

 

 

86

 

 

83.7%

 

 

 

14.05

 

 

WalMart

Salerno Village

 

Port St. Lucie

 

FL

 

 

 

 

 

2017

 

1987

 

 

 

 

 

5

 

 

100.0%

 

 

 

16.53

 

 

 

The Plaza at St. Lucie West

 

Port St. Lucie

 

FL

 

 

 

 

 

2017

 

2006

 

 

 

 

 

27

 

 

93.6%

 

 

 

23.42

 

 

 

Charlotte Square

 

Punta Gorda

 

FL

 

 

 

 

 

2017

 

1980

 

 

 

 

 

91

 

 

78.7%

 

 

 

10.72

 

 

WalMart

Ryanwood Square

 

Sebastian-Vero Beach

 

FL

 

 

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

87.8%

 

 

 

11.32

 

 

Publix, Beall's, Harbor Freight Tools

South Point

 

Sebastian-Vero Beach

 

FL

 

 

 

 

 

2017

 

2003

 

 

 

 

 

65

 

 

97.8%

 

 

 

16.07

 

 

Publix

Treasure Coast Plaza

 

Sebastian-Vero Beach

 

FL

 

 

 

 

 

2017

 

1983

 

 

2,388

 

 

 

134

 

 

94.6%

 

 

 

16.60

 

 

Publix, TJ Maxx

Carriage Gate

 

Tallahassee

 

FL

 

 

 

 

 

1994

 

1978

 

 

 

 

 

73

 

 

100.0%

 

 

 

23.58

 

 

Trader Joe's, TJ Maxx

Ocala Corners (6)

 

Tallahassee

 

FL

 

 

 

 

 

2000

 

2000

 

 

3,891

 

 

 

87

 

 

98.6%

 

 

 

15.05

 

 

Publix

Bloomingdale Square

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

1998

 

1987

 

 

 

 

 

254

 

 

93.7%

 

 

 

17.46

 

 

Publix, Bealls, Dollar Tree, Home Centric, LA Fitness

Northgate Square

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

2007

 

1995

 

 

 

 

 

75

 

 

100.0%

 

 

 

15.31

 

 

Publix

Regency Square

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

1993

 

1986

 

 

 

 

 

352

 

 

93.1%

 

 

 

18.71

 

 

AMC Theater, (Best Buy), (Macdill), Dollar Tree, Five Below, Marshall's, Michael's, PETCO, Shoe Carnival, Staples, TJ Maxx, Ulta

Shoppes at Sunlake Centre

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

2017

 

2008

 

 

 

 

 

98

 

 

100.0%

 

 

 

21.54

 

 

Publix

Suncoast Crossing (6)

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

2007

 

2007

 

 

 

 

 

118

 

 

97.6%

 

 

 

6.90

 

 

Kohl's, (Target)

The Village at Hunter's Lake (7)

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

2018

 

2018

 

 

 

 

 

72

 

 

95.1%

 

 

 

27.15

 

 

Sprouts

Town Square

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

1997

 

1999

 

 

 

 

 

44

 

 

100.0%

 

 

 

32.18

 

 

PETCO, Pier 1 Imports

Village Center

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

1995

 

1993

 

 

 

 

 

187

 

 

99.9%

 

 

 

20.51

 

 

Publix, Walgreens, Stein Mart

Westchase

 

Tampa-St. Petersburg-Clearwater

 

FL

 

 

 

 

 

2007

 

1998

 

 

 

 

 

79

 

 

95.2%

 

 

 

16.58

 

 

Publix

Ashford Place

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1993

 

 

 

 

 

53

 

 

96.7%

 

 

 

22.10

 

 

Harbor Freight Tools

27


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Briarcliff La Vista

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1962

 

 

 

 

 

43

 

 

100.0%

 

 

 

21.83

 

 

Michael's

Briarcliff Village (6)

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1990

 

 

 

 

 

190

 

 

98.4%

 

 

 

16.63

 

 

Publix, Office Depot, Party City, Shoe Carnival, TJ Maxx

Bridgemill Market

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

2000

 

 

4,582

 

 

 

89

 

 

82.4%

 

 

 

16.98

 

 

Publix

Brighten Park

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1986

 

 

 

 

 

137

 

 

97.1%

 

 

 

26.16

 

 

The Fresh Market, Tuesday Morning, Dance 101

Buckhead Court

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1984

 

 

 

 

 

49

 

 

100.0%

 

 

 

28.65

 

 

 

Buckhead Station

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

1996

 

 

 

 

 

234

 

 

100.0%

 

 

 

24.17

 

 

Nordstrom Rack, TJ Maxx, Bed Bath & Beyond, Saks Off Fifth, DSW, Cost Plus World Market, Old Navy, Ulta

Cambridge Square

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1996

 

1979

 

 

 

 

 

71

 

 

100.0%

 

 

 

16.19

 

 

Kroger

Chastain Square

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

1981

 

 

 

 

 

92

 

 

93.7%

 

 

 

21.62

 

 

Publix

Cornerstone Square

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1990

 

 

 

 

 

80

 

 

100.0%

 

 

 

17.42

 

 

Aldi, CVS, HealthMarkets Insurance, Diazo Specialty Blueprint

Sope Creek Crossing

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1998

 

1991

 

 

 

 

 

99

 

 

100.0%

 

 

 

16.41

 

 

Publix

Dunwoody Hall

 

Atlanta-Sandy Springs-Roswell

 

GA

 

20%

 

 

1997

 

1986

 

 

13,800

 

 

 

86

 

 

93.8%

 

 

 

20.02

 

 

Publix

Dunwoody Village

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1975

 

 

 

 

 

121

 

 

94.0%

 

 

 

19.76

 

 

The Fresh Market, Walgreens, Dunwoody Prep

Howell Mill Village (6)

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2004

 

1984

 

 

 

 

 

92

 

 

95.9%

 

 

 

23.70

 

 

Publix, Walgreens

Paces Ferry Plaza (6)

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1987

 

 

 

 

 

82

 

 

99.9%

 

 

 

38.39

 

 

Whole Foods

Piedmont Peachtree Crossing

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

1978

 

 

 

 

 

152

 

 

83.5%

 

 

 

20.71

 

 

Kroger, Binders Art Supplies & Frames

Powers Ferry Square

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1987

 

 

 

 

 

101

 

 

91.0%

 

 

 

33.07

 

 

HomeGoods, PETCO

Powers Ferry Village

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1997

 

1994

 

 

 

 

 

79

 

 

87.3%

 

 

 

9.68

 

 

Publix, The Juice Box

Russell Ridge

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

1994

 

1995

 

 

 

 

 

101

 

 

100.0%

 

 

 

13.38

 

 

Kroger

Sandy Springs

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2012

 

2006

 

 

 

 

 

116

 

 

94.4%

 

 

 

24.42

 

 

Trader Joe's,  Pier 1 Imports, Fox's, Flynn O'Hara Uniforms

The Shops at Hampton Oaks

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

2009

 

 

 

 

 

21

 

 

37.8%

 

 

 

12.44

 

 

(CVS)

Williamsburg at Dunwoody

 

Atlanta-Sandy Springs-Roswell

 

GA

 

 

 

 

 

2017

 

1983

 

 

 

 

 

45

 

 

85.4%

 

 

 

25.62

 

 

 

Civic Center Plaza

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

 

2005

 

1989

 

 

22,000

 

 

 

265

 

 

97.1%

 

 

 

11.30

 

 

Super H Mart, Home Depot, O'Reilly Automotive, King Spa

Clybourn Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

2014

 

1999

 

 

 

 

 

32

 

 

73.2%

 

 

 

36.70

 

 

PETCO

Glen Oak Plaza

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

2010

 

1967

 

 

 

 

 

63

 

 

96.6%

 

 

 

24.15

 

 

Trader Joe's, Walgreens, Northshore University Healthsystems

Hinsdale

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

1998

 

1986

 

 

 

 

 

185

 

 

96.9%

 

 

 

15.56

 

 

Whole Foods, Goodwill, Charter Fitness, Petco

Mellody Farm

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

2017

 

2017

 

 

 

 

 

259

 

 

94.4%

 

 

 

27.92

 

 

Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm

Riverside Sq & River's Edge

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

 

2005

 

1986

 

 

14,030

 

 

 

169

 

 

96.2%

 

 

 

17.21

 

 

Mariano's Fresh Market, Dollar Tree, Party City

Roscoe Square

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

 

2005

 

1981

 

 

10,591

 

 

 

140

 

 

100.0%

 

 

 

21.57

 

 

Mariano's Fresh Market, Walgreens

Stonebrook Plaza Shopping Center

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

 

2005

 

1984

 

 

7,499

 

 

 

96

 

 

98.3%

 

 

 

12.32

 

 

Jewel-Osco, Blink Fitness

Westchester Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

2001

 

1984

 

 

 

 

 

139

 

 

94.3%

 

 

 

18.05

 

 

Mariano's Fresh Market, Goodwill

Willow Festival (6)

 

Chicago-Naperville-Elgin

 

IL

 

 

 

 

 

2010

 

2007

 

 

 

 

 

404

 

 

97.6%

 

 

 

17.94

 

 

Whole Foods, Lowe's, CVS, HomeGoods, REI, Best Buy, Ulta

Shops on Main

 

Chicago-Naperville-Elgin

 

IN

 

93%

 

 

2013

 

2013

 

 

 

 

 

279

 

 

100.0%

 

 

 

16.05

 

 

Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls

Willow Lake Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

 

2005

 

1987

 

 

 

 

 

86

 

 

83.1%

 

 

 

17.67

 

 

(Kroger), Tuesday Morning

Willow Lake West Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

 

2005

 

2001

 

 

10,000

 

 

 

53

 

 

97.0%

 

 

 

26.17

 

 

Trader Joe's

Fellsway Plaza

 

Boston-Cambridge-Newton

 

MA

 

75%

 

 

2013

 

1959

 

 

37,166

 

 

 

155

 

 

97.0%

 

 

 

24.32

 

 

Stop & Shop, Modells Sporting Goods, Planet Fitness

28


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Old Connecticut Path

 

Boston-Cambridge-Newton

 

MA

 

30%

 

 

2017

 

1994

 

 

 

 

 

80

 

 

93.2%

 

 

 

21.68

 

 

Stop & Shop

Shaw's at Plymouth

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1993

 

 

 

 

 

60

 

 

100.0%

 

 

 

17.58

 

 

Shaw's

Shops at Saugus

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2006

 

2006

 

 

 

 

 

87

 

 

93.3%

 

 

 

30.12

 

 

Trader Joe's, La-Z-Boy, PetSmart

Star's at Cambridge

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1953

 

 

 

 

 

66

 

 

100.0%

 

 

 

37.44

 

 

Star Market

Star's at Quincy

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1965

 

 

 

 

 

101

 

 

100.0%

 

 

 

21.48

 

 

Star Market

Star's at West Roxbury

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1973

 

 

 

 

 

76

 

 

100.0%

 

 

 

24.84

 

 

Shaw's

The Abbot

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1906

 

 

 

 

 

65

 

 

0.0%

 

 

-

 

 

 

Twin City Plaza

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2006

 

2004

 

 

 

 

 

285

 

 

99.5%

 

 

 

20.56

 

 

Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Gold's Gym, Formlabs

Whole Foods at Swampscott

 

Boston-Cambridge-Newton

 

MA

 

 

 

 

 

2017

 

1967

 

 

 

 

 

36

 

 

100.0%

 

 

 

27.20

 

 

Whole Foods

Northborough Crossing

 

Worcester

 

MA

 

30%

 

 

2017

 

2011

 

 

60,344

 

 

 

646

 

 

97.5%

 

 

 

13.23

 

 

Wegmans, BJ's Wholesale Club, Kohl's,Dick's Sporting Goods, Pottery Barn Outlet, TJ Maxx, Michael's, PetSmart, Homegoods, Old Navy, Homesense

Festival at Woodholme

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

 

2005

 

1986

 

 

19,494

 

 

 

81

 

 

100.0%

 

 

 

40.62

 

 

Trader Joe's

Parkville Shopping Center

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

 

2005

 

1961

 

 

10,818

 

 

 

165

 

 

97.1%

 

 

 

16.20

 

 

Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville

Southside Marketplace

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

 

2005

 

1990

 

 

13,455

 

 

 

125

 

 

95.5%

 

 

 

21.12

 

 

Shoppers Food Warehouse

Valley Centre

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

 

2005

 

1987

 

 

17,652

 

 

 

220

 

 

81.5%

 

 

 

17.19

 

 

Aldi,TJ Maxx, Ross Dress for Less, PetSmart, Michael's

Village at Lee Airpark (6)

 

Baltimore-Columbia-Towson

 

MD

 

 

 

 

 

2005

 

2005

 

 

 

 

 

121

 

 

100.0%

 

 

 

28.53

 

 

Giant, (Sunrise)

Burnt Mills (6)

 

Washington-Arlington-Alexandri

 

MD

 

20%

 

 

2013

 

2004

 

 

7,000

 

 

 

31

 

 

94.6%

 

 

 

38.97

 

 

Trader Joe's

Cloppers Mill Village

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

 

2005

 

1995

 

 

 

 

 

137

 

 

94.0%

 

 

 

17.83

 

 

Shoppers Food Warehouse, CVS

Firstfield Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

 

2005

 

1978

 

 

 

 

 

22

 

 

93.7%

 

 

 

43.27

 

 

 

Takoma Park

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

 

2005

 

1960

 

 

 

 

 

104

 

 

100.0%

 

 

 

13.79

 

 

Shoppers Food Warehouse

Watkins Park Plaza

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

 

2005

 

1985

 

 

 

 

 

111

 

 

100.0%

 

 

 

27.12

 

 

LA Fitness, CVS

Westbard Square- Manor Care

 

Washington-Arlington-Alexandri

 

MD

 

 

 

 

 

2017

 

1976

 

 

 

 

 

-

 

 

0.0%

 

 

-

 

 

 

Westbard Square

 

Washington-Arlington-Alexandri

 

MD

 

 

 

 

 

2017

 

1960

 

 

 

 

 

213

 

 

89.7%

 

 

 

32.31

 

 

Giant, Citgo, Bowlmor AMF

Woodmoor Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

 

2005

 

1954

 

 

19,000

 

 

 

69

 

 

99.4%

 

 

 

33.45

 

 

CVS

Fenton Marketplace

 

Flint

 

MI

 

 

 

 

 

1999

 

1999

 

 

 

 

 

97

 

 

100.0%

 

 

 

8.53

 

 

Family Farm & Home, Michael's

Apple Valley Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

25%

 

 

2006

 

1998

 

 

 

 

 

176

 

 

100.0%

 

 

 

15.59

 

 

Jo-Ann Fabrics, Experience Fitness, (Burlington Coat Factory), (Aldi), Savers, PETCO

Calhoun Commons

 

Minneapol-St. Paul-Bloomington

 

MN

 

25%

 

 

2011

 

1999

 

 

 

 

 

66

 

 

100.0%

 

 

 

27.39

 

 

Whole Foods

Colonial Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

 

2005

 

1959

 

 

9,091

 

 

 

93

 

 

98.6%

 

 

 

24.72

 

 

Lund's

Rockford Road Plaza

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

 

2005

 

1991

 

 

20,000

 

 

 

204

 

 

96.4%

 

 

 

13.15

 

 

Kohl's, PetSmart, HomeGoods, TJ Maxx

Rockridge Center

 

Minneapol-St. Paul-Bloomington

 

MN

 

20%

 

 

2011

 

2006

 

 

14,500

 

 

 

125

 

 

90.8%

 

 

 

13.37

 

 

CUB Foods

Brentwood Plaza

 

St. Louis

 

MO

 

 

 

 

 

2007

 

2002

 

 

 

 

 

60

 

 

100.0%

 

 

 

10.86

 

 

Schnucks

Bridgeton

 

St. Louis

 

MO

 

 

 

 

 

2007

 

2005

 

 

 

 

 

71

 

 

100.0%

 

 

 

12.19

 

 

Schnucks, (Home Depot)

Dardenne Crossing

 

St. Louis

 

MO

 

 

 

 

 

2007

 

1996

 

 

 

 

 

67

 

 

100.0%

 

 

 

11.02

 

 

Schnucks

Kirkwood Commons

 

St. Louis

 

MO

 

 

 

 

 

2007

 

2000

 

 

8,050

 

 

 

210

 

 

100.0%

 

 

 

10.15

 

 

Walmart, (Target), (Lowe's), TJ Maxx, HomeGoods, Famous Footwear

Carmel Commons

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

 

 

1997

 

1979

 

 

 

 

 

135

 

 

77.6%

 

 

 

22.20

 

 

The Fresh Market, Chuck E. Cheese, Party City

Cochran Commons

 

Charlotte-Concord-Gastonia

 

NC

 

20%

 

 

2007

 

2003

 

 

4,386

 

 

 

66

 

 

100.0%

 

 

 

16.94

 

 

Harris Teeter, (Walgreens)

Providence Commons

 

Charlotte-Concord-Gastonia

 

NC

 

25%

 

 

2010

 

1994

 

 

 

 

 

74

 

 

100.0%

 

 

 

18.74

 

 

Harris Teeter

Willow Oaks

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

 

 

2014

 

2014

 

 

 

 

 

69

 

 

94.9%

 

 

 

17.27

 

 

Publix

Shops at Erwin Mill

 

Durham-Chapel Hill

 

NC

 

55%

 

 

2012

 

2012

 

 

10,000

 

 

 

91

 

 

96.4%

 

 

 

18.52

 

 

Harris Teeter

Southpoint Crossing

 

Durham-Chapel Hill

 

NC

 

 

 

 

 

1998

 

1998

 

 

 

 

 

103

 

 

100.0%

 

 

 

16.98

 

 

Harris Teeter

29


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Village Plaza

 

Durham-Chapel Hill

 

NC

 

20%

 

 

2012

 

1975

 

 

8,000

 

 

 

73

 

 

100.0%

 

 

 

22.11

 

 

Whole Foods, PTA Thrift Shop

Woodcroft Shopping Center

 

Durham-Chapel Hill

 

NC

 

 

 

 

 

1996

 

1984

 

 

 

 

 

90

 

 

97.3%

 

 

 

13.61

 

 

Food Lion,Triangle ACE Hardware

Cameron Village

 

Raleigh

 

NC

 

30%

 

 

2004

 

1949

 

 

60,000

 

 

 

558

 

 

93.7%

 

 

 

24.02

 

 

Harris Teeter, The Fresh Market, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties, K&W Cafeteria, Pier 1 Imports,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry

Market at Colonnade Center

 

Raleigh

 

NC

 

 

 

 

 

2009

 

2009

 

 

 

 

 

58

 

 

100.0%

 

 

 

27.62

 

 

Whole Foods

Glenwood Village

 

Raleigh

 

NC

 

 

 

 

 

1997

 

1983

 

 

 

 

 

43

 

 

100.0%

 

 

 

17.03

 

 

Harris Teeter

Harris Crossing

 

Raleigh

 

NC

 

 

 

 

 

2007

 

2007

 

 

 

 

 

65

 

 

98.3%

 

 

 

9.23

 

 

Harris Teeter

Holly Park

 

Raleigh

 

NC

 

 

 

 

 

2013

 

1969

 

 

 

 

 

160

 

 

99.9%

 

 

 

17.57

 

 

DSW, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Arystsms, Pet Supplies Plus, Ulta

Lake Pine Plaza

 

Raleigh

 

NC

 

 

 

 

 

1998

 

1997

 

 

 

 

 

88

 

 

100.0%

 

 

 

13.20

 

 

Harris Teeter

Midtown East

 

Raleigh

 

NC

 

50%

 

 

2017

 

2017

 

 

26,408

 

 

 

159

 

 

93.4%

 

 

 

22.96

 

 

Wegmans

Ridgewood Shopping Center

 

Raleigh

 

NC

 

20%

 

 

2018

 

1951

 

 

9,972

 

 

 

93

 

 

89.4%

 

 

 

16.89

 

 

Whole Foods, Walgreens

Shoppes of Kildaire

 

Raleigh

 

NC

 

40%

 

 

2005

 

1986

 

 

20,000

 

 

 

145

 

 

100.0%

 

 

 

19.28

 

 

Trader Joe's, Aldi, Fitness Connection, Staples

Sutton Square

 

Raleigh

 

NC

 

20%

 

 

2006

 

1985

 

 

 

 

 

101

 

 

89.7%

 

 

 

20.37

 

 

The Fresh Market, Walgreens

Chimney Rock (6)

 

New York-Newark-Jersey City

 

NJ

 

 

 

 

 

2016

 

2016

 

 

 

 

 

218

 

 

99.0%

 

 

 

36.53

 

 

Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Cost Plus World Market, Ulta

District at Metuchen (6)

 

New York-Newark-Jersey City

 

NJ

 

20%

 

 

2018

 

2017

 

 

16,000

 

 

 

67

 

 

100.0%

 

 

 

29.50

 

 

Whole Foods

Plaza Square

 

New York-Newark-Jersey City

 

NJ

 

40%

 

 

2005

 

1990

 

 

12,621

 

 

 

104

 

 

89.0%

 

 

 

22.64

 

 

Shop Rite

Riverfront Plaza

 

New York-Newark-Jersey City

 

NJ

 

30%

 

 

2017

 

1997

 

 

24,000

 

 

 

129

 

 

92.8%

 

 

 

26.75

 

 

ShopRite

Haddon Commons

 

Philadelphia-Camden-Wilmington

 

NJ

 

40%

 

 

2005

 

1985

 

 

 

 

 

54

 

 

100.0%

 

 

 

13.84

 

 

Acme Markets

101 7th Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

1930

 

 

 

 

 

57

 

 

100.0%

 

 

 

79.13

 

 

Barney's New York

1175 Third Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

1995

 

 

 

 

 

25

 

 

100.0%

 

 

 

116.62

 

 

The Food Emporium

1225-1239 Second Ave

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

1964

 

 

 

 

 

18

 

 

100.0%

 

 

 

125.79

 

 

CVS

90 - 30 Metropolitan Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

2007

 

 

 

 

 

60

 

 

93.9%

 

 

 

34.27

 

 

Trader Joe's, Staples, Michaels

Broadway Plaza (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

2014

 

 

 

 

 

147

 

 

91.8%

 

 

 

39.70

 

 

Aldi, Bob's Discount Furniture, TJ Maxx, F21 Red, Blink Fitness

Clocktower Plaza Shopping Ctr (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

1985

 

 

 

 

 

79

 

 

100.0%

 

 

 

47.33

 

 

Stop & Shop

The Gallery at Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

2013

 

 

 

 

 

312

 

 

97.9%

 

 

 

48.68

 

 

Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear

Hewlett Crossing I & II

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2018

 

1954

 

 

9,400

 

 

 

53

 

 

96.3%

 

 

 

39.75

 

 

Petco

Rivertowns Square

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2018

 

2016

 

 

 

 

 

116

 

 

58.4%

 

 

 

37.31

 

 

Brooklyn Harvest Market, Ulta Beauty, The Learning Experience

The Point at Garden City Park (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2016

 

1965

 

 

 

 

 

105

 

 

100.0%

 

 

 

24.57

 

 

King Kullen, Ace Hardware

Lake Grove Commons

 

New York-Newark-Jersey City

 

NY

 

40%

 

 

2012

 

2008

 

 

50,000

 

 

 

141

 

 

100.0%

 

 

 

34.20

 

 

Whole Foods, LA Fitness, PETCO

Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

 

 

2017

 

1993

 

 

88,000

 

 

 

394

 

 

95.4%

 

 

 

25.41

 

 

Wal-Mart, Costco, Marshalls, Total Wine and More, Olive Garden

Cherry Grove

 

Cincinnati

 

OH

 

 

 

 

 

1998

 

1997

 

 

 

 

 

196

 

 

97.8%

 

 

 

12.17

 

 

Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning

Hyde Park

 

Cincinnati

 

OH

 

 

 

 

 

1997

 

1995

 

 

 

 

 

401

 

 

99.5%

 

 

 

16.47

 

 

Kroger, Remke Markets, Walgreens, Jo-Ann Fabrics, Ace Hardware, Staples, Marshalls

30


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Red Bank Village

 

Cincinnati

 

OH

 

 

 

 

 

2006

 

2006

 

 

 

 

 

176

 

 

100.0%

 

 

 

7.56

 

 

Wal-Mart

Regency Commons

 

Cincinnati

 

OH

 

 

 

 

 

2004

 

2004

 

 

 

 

 

34

 

 

74.3%

 

 

 

26.16

 

 

 

West Chester Plaza

 

Cincinnati

 

OH

 

 

 

 

 

1998

 

1988

 

 

 

 

 

88

 

 

100.0%

 

 

 

10.08

 

 

Kroger

East Pointe

 

Columbus

 

OH

 

 

 

 

 

1998

 

1993

 

 

 

 

 

107

 

 

98.7%

 

 

 

10.51

 

 

Kroger

Kroger New Albany Center

 

Columbus

 

OH

 

50%

 

 

1999

 

1999

 

 

 

 

 

93

 

 

100.0%

 

 

 

12.94

 

 

Kroger

Northgate Plaza (Maxtown Road)

 

Columbus

 

OH

 

 

 

 

 

1998

 

1996

 

 

 

 

 

114

 

 

100.0%

 

 

 

11.63

 

 

Kroger, (Home Depot)

Corvallis Market Center

 

Corvallis

 

OR

 

 

 

 

 

2006

 

2006

 

 

 

 

 

85

 

 

90.9%

 

 

 

21.52

 

 

Trader Joe's, TJ Maxx, Michael's

Northgate Marketplace

 

Medford

 

OR

 

 

 

 

 

2011

 

2011

 

 

 

 

 

81

 

 

100.0%

 

 

 

23.49

 

 

Trader Joe's, REI, PETCO

Northgate Marketplace Ph II

 

Medford

 

OR

 

 

 

 

 

2015

 

2015

 

 

 

 

 

177

 

 

97.4%

 

 

 

16.96

 

 

Dick's Sporting Goods, Homegoods, Marshalls

Greenway Town Center

 

Portland-Vancouver-Hillsboro

 

OR

 

40%

 

 

2005

 

1979

 

 

11,023

 

 

 

93

 

 

100.0%

 

 

 

15.69

 

 

Whole Foods, Rite Aid, Dollar Tree

Murrayhill Marketplace

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

 

 

1999

 

1988

 

 

 

 

 

150

 

 

87.5%

 

 

 

19.29

 

 

Safeway, Planet Fitness

Sherwood Crossroads

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

 

 

1999

 

1999

 

 

 

 

 

88

 

 

98.4%

 

 

 

11.61

 

 

Safeway

Tanasbourne Market (6)

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

 

 

2006

 

2006

 

 

 

 

 

71

 

 

100.0%

 

 

 

30.14

 

 

Whole Foods

Walker Center

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

 

 

1999

 

1987

 

 

 

 

 

90

 

 

98.4%

 

 

 

21.65

 

 

Bed Bath & Beyond

Allen Street Shopping Ctr

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

 

2005

 

1958

 

 

 

 

 

46

 

 

100.0%

 

 

 

15.54

 

 

Ahart's Market

Lower Nazareth Commons

 

Allentown-Bethlehem-Easton

 

PA

 

 

 

 

 

2007

 

2007

 

 

 

 

 

90

 

 

97.8%

 

 

 

26.14

 

 

(Wegmans), (Target), Burlington Coat Factory, PETCO

Stefko Boulevard Shopping Center (6)

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

 

2005

 

1976

 

 

 

 

 

134

 

 

95.1%

 

 

 

10.79

 

 

Valley Farm Market, Dollar Tree, Retro Fitness

Hershey (6)

 

Other

 

PA

 

 

 

 

 

2000

 

2000

 

 

 

 

 

6

 

 

100.0%

 

 

 

28.00

 

 

 

City Avenue Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

 

2005

 

1960

 

 

 

 

 

162

 

 

93.5%

 

 

 

21.24

 

 

Ross Dress for Less, TJ Maxx, Dollar Tree

Gateway Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

 

 

 

 

2004

 

1960

 

 

 

 

 

221

 

 

97.5%

 

 

 

32.19

 

 

Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics

Mercer Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

 

2005

 

1988

 

 

10,238

 

 

 

91

 

 

98.0%

 

 

 

24.10

 

 

Weis Markets

Newtown Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

 

2005

 

1970

 

 

10,061

 

 

 

143

 

 

86.5%

 

 

 

18.83

 

 

Acme Markets, Michael's

Warwick Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

 

2005

 

1999

 

 

9,002

 

 

 

93

 

 

44.3%

 

 

 

28.16

 

 

0

Indigo Square

 

Charleston-North Charleston

 

SC

 

 

 

 

 

2017

 

2017

 

 

 

 

 

51

 

 

97.4%

 

 

 

28.80

 

 

Publix

Merchants Village

 

Charleston-North Charleston

 

SC

 

40%

 

 

1997

 

1997

 

 

9,000

 

 

 

80

 

 

100.0%

 

 

 

16.95

 

 

Publix

Harpeth Village Fieldstone

 

Nashville-Davidson--Murfreesboro--Franklin

 

TN

 

 

 

 

 

1997

 

1998

 

 

 

 

 

70

 

 

100.0%

 

 

 

15.68

 

 

Publix

Northlake Village

 

Nashville-Davidson--Murfreesboro--Franklin

 

TN

 

 

 

 

 

2000

 

1988

 

 

 

 

 

138

 

 

100.0%

 

 

 

14.11

 

 

Kroger, PETCO

Peartree Village

 

Nashville-Davidson--Murfreesboro--Franklin

 

TN

 

 

 

 

 

1997

 

1997

 

 

 

 

 

110

 

 

100.0%

 

 

 

19.90

 

 

Kroger, PETCO

Hancock

 

Austin-Round Rock

 

TX

 

 

 

 

 

1999

 

1998

 

 

 

 

 

410

 

 

52.9%

 

 

 

20.82

 

 

H.E.B, Twin Liquors, PETCO, 24 Hour Fitness

Market at Round Rock

 

Austin-Round Rock

 

TX

 

 

 

 

 

1999

 

1987

 

 

 

 

 

123

 

 

97.5%

 

 

 

18.78

 

 

Sprout's Markets, Office Depot, Tuesday Morning

North Hills

 

Austin-Round Rock

 

TX

 

 

 

 

 

1999

 

1995

 

 

 

 

 

145

 

 

98.3%

 

 

 

23.43

 

 

H.E.B.

Shops at Mira Vista

 

Austin-Round Rock

 

TX

 

 

 

 

 

2014

 

2002

 

 

215

 

 

 

68

 

 

100.0%

 

 

 

23.38

 

 

Trader Joe's, Champions Westlake Gymnastics & Cheer

Tech Ridge Center

 

Austin-Round Rock

 

TX

 

 

 

 

 

2011

 

2001

 

 

4,554

 

 

 

215

 

 

88.1%

 

 

 

22.92

 

 

H.E.B., Pinstack

Bethany Park Place

 

Dallas-Fort Worth-Arlington

 

TX

 

20%

 

 

1998

 

1998

 

 

10,200

 

 

 

99

 

 

98.0%

 

 

 

11.79

 

 

Kroger

CityLine Market

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

2014

 

2014

 

 

 

 

 

81

 

 

98.0%

 

 

 

27.59

 

 

Whole Foods

CityLine Market Phase II

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

2014

 

2015

 

 

 

 

 

22

 

 

100.0%

 

 

 

27.08

 

 

CVS

Hickory Creek Plaza

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

2006

 

2006

 

 

 

 

 

28

 

 

100.0%

 

 

 

27.64

 

 

(Kroger)

31


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Hillcrest Village

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

1999

 

1991

 

 

 

 

 

15

 

 

100.0%

 

 

 

47.53

 

 

 

Keller Town Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

1999

 

1999

 

 

 

 

 

120

 

 

99.0%

 

 

 

16.77

 

 

Tom Thumb

Lebanon/Legacy Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

2000

 

2002

 

 

 

 

 

56

 

 

87.8%

 

 

 

26.87

 

 

(Wal-Mart)

Market at Preston Forest

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

1999

 

1990

 

 

 

 

 

96

 

 

98.9%

 

 

 

20.93

 

 

Tom Thumb

Mockingbird Common

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

1999

 

1987

 

 

 

 

 

120

 

 

95.4%

 

 

 

18.18

 

 

Tom Thumb, Ogle School of Hair Design

Prestonbrook

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

1998

 

1998

 

 

 

 

 

92

 

 

98.5%

 

 

 

14.70

 

 

Kroger

Preston Oaks (6)

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

 

 

2013

 

1991

 

 

 

 

 

104

 

 

98.1%

 

 

 

33.96

 

 

H.E.B. , Central Market, Talbots

Shiloh Springs

 

Dallas-Fort Worth-Arlington

 

TX

 

20%

 

 

1998

 

1998

 

 

 

 

 

110

 

 

89.8%

 

 

 

14.28

 

 

Kroger

Alden Bridge

 

Houston-Woodlands-Sugar Land

 

TX

 

20%

 

 

2002

 

1998

 

 

26,000

 

 

 

139

 

 

98.8%

 

 

 

20.50

 

 

Kroger, Walgreens

Cochran's Crossing

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2002

 

1994

 

 

 

 

 

138

 

 

94.3%

 

 

 

19.19

 

 

Kroger, CVS

Indian Springs Center

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2002

 

2003

 

 

 

 

 

137

 

 

100.0%

 

 

 

24.69

 

 

H.E.B.

Market at Springwoods Village

 

Houston-Woodlands-Sugar Land

 

TX

 

53%

 

 

2016

 

2016

 

 

7,350

 

 

 

167

 

 

96.3%

 

 

 

16.53

 

 

Kroger

Panther Creek

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2002

 

1994

 

 

 

 

 

166

 

 

94.7%

 

 

 

22.58

 

 

Randalls Food, CVS, The Woodlands Childrens Museum, Gold's Gym

Southpark at Cinco Ranch

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2012

 

2012

 

 

 

 

 

265

 

 

99.3%

 

 

 

13.71

 

 

Kroger, Academy Sports, PETCO, Spec's Liquor and Finder Foods

Sterling Ridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2002

 

2000

 

 

 

 

 

129

 

 

97.2%

 

 

 

20.92

 

 

Kroger,CVS

Sweetwater Plaza

 

Houston-Woodlands-Sugar Land

 

TX

 

20%

 

 

2001

 

2000

 

 

20,000

 

 

 

134

 

 

100.0%

 

 

 

18.17

 

 

Kroger, Walgreens

The Village at Riverstone

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2016

 

2016

 

 

 

 

 

167

 

 

94.8%

 

 

 

16.23

 

 

Kroger

Weslayan Plaza East

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

 

2005

 

1969

 

 

 

 

 

169

 

 

100.0%

 

 

 

20.49

 

 

Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Bike Barn

Weslayan Plaza West

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

 

2005

 

1969

 

 

35,439

 

 

 

186

 

 

98.9%

 

 

 

19.99

 

 

Randalls Food, Walgreens, PETCO, Jo-Ann's, Tuesday Morning, Homegoods

Westwood Village

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

 

 

2006

 

2006

 

 

 

 

 

187

 

 

99.2%

 

 

 

19.94

 

 

(Target), Gold's Gym, PetSmart, Office Max, Ross Dress For Less, TJ Maxx

Woodway Collection

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

 

2005

 

1974

 

 

8,126

 

 

 

97

 

 

98.5%

 

 

 

29.39

 

 

Whole Foods

Carytown Exchange (7)

 

Richmond

 

VA

 

31%

 

 

2018

 

2018

 

 

 

 

 

116

 

 

49.5%

 

 

 

18.40

 

 

Publix, CVS

Hanover Village Shopping Center

 

Richmond

 

VA

 

40%

 

 

2005

 

1971

 

 

 

 

 

90

 

 

100.0%

 

 

 

9.22

 

 

Aldi, Tractor Supply Company, Harbor Freight Tools, Tuesday Morning

Village Shopping Center

 

Richmond

 

VA

 

40%

 

 

2005

 

1948

 

 

14,717

 

 

 

114

 

 

90.4%

 

 

 

24.81

 

 

Publix, CVS

Ashburn Farm Village Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1996

 

 

 

 

 

92

 

 

100.0%

 

 

 

16.01

 

 

Patel Brothers, The Shop Gym

Belmont Chase

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2014

 

2014

 

 

 

 

 

91

 

 

100.0%

 

 

 

31.37

 

 

Whole Foods, Cooper's Hawk Winery

Braemar Village Center

 

Washington-Arlington-Alexandri

 

VA

 

25%

 

 

2004

 

2004

 

 

 

 

 

104

 

 

98.1%

 

 

 

22.64

 

 

Safeway

Centre Ridge Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1996

 

 

12,427

 

 

 

107

 

 

98.9%

 

 

 

19.54

 

 

United States Coast Guard Ex

Point 50

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2007

 

1955

 

 

 

 

 

48

 

 

71.2%

 

 

 

26.10

 

 

Whole Foods

Festival at Manchester Lakes (6)

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1990

 

 

21,623

 

 

 

169

 

 

92.8%

 

 

 

27.90

 

 

Shoppers Food Warehouse

Fox Mill Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1977

 

 

14,926

 

 

 

103

 

 

100.0%

 

 

 

26.11

 

 

Giant

Greenbriar Town Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1972

 

 

46,867

 

 

 

340

 

 

96.1%

 

 

 

27.63

 

 

Giant, Bob's Discount Furniture, CVS,Ross Dress for Less, Marshalls, Planet Fitness

Kamp Washington Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1960

 

 

 

 

 

71

 

 

100.0%

 

 

 

38.13

 

 

Earth Fare

Kings Park Shopping Center (6)

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1966

 

 

12,613

 

 

 

96

 

 

98.1%

 

 

 

31.68

 

 

Giant, CVS

Lorton Station Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

 

2006

 

2005

 

 

9,875

 

 

 

132

 

 

90.5%

 

 

 

24.25

 

 

Shoppers Food Warehouse

Market Common Clarendon

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2016

 

2001

 

 

 

 

 

422

 

 

72.6%

 

 

 

36.08

 

 

Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, Jumping Joeys, Equinox

Saratoga Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1977

 

 

10,326

 

 

 

113

 

 

100.0%

 

 

 

21.53

 

 

Giant

32


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-

ship

Interest (2)

 

 

Year

Acquired

 

Year

Constructed

or Last Major

Renovation

 

Mortgages or

Encumbrances

(in 000's)

 

 

Gross

Leasable

Area

(GLA)

(in 000's)

 

 

Percent

Leased (3)

 

 

Average

Base Rent

(Per Sq

Ft) (4)

 

 

Grocer(s) & Major

Tenant(s) >35,000 SF (5)

Shops at County Center

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2005

 

2005

 

 

 

 

 

97

 

 

91.4%

 

 

 

19.96

 

 

Harris Teeter

Shops at Stonewall

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2007

 

2011

 

 

 

 

 

315

 

 

100.0%

 

 

 

19.11

 

 

Wegmans, Dick's Sporting Goods, Staples, Ross Dress For Less, Bed Bath & Beyond, Michaels

The Field at Commonwealth

 

Washington-Arlington-Alexandri

 

VA

 

 

 

 

 

2017

 

2017

 

 

 

 

 

167

 

 

99.0%

 

 

 

21.83

 

 

Wegmans

Village Center at Dulles

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

 

2002

 

1991

 

 

38,194

 

 

 

301

 

 

96.2%

 

 

 

27.31

 

 

Giant, Gold's Gym, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max

Willston Centre I

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1952

 

 

 

 

 

105

 

 

91.7%

 

 

 

26.84

 

 

CVS, Fashion K City

Willston Centre II

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

 

2005

 

1986

 

 

26,075

 

 

 

136

 

 

98.8%

 

 

 

26.07

 

 

Safeway, (Target)

6401 Roosevelt

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

2019

 

1929

 

 

 

 

 

8

 

 

69.0%

 

 

 

18.31

 

 

 

Aurora Marketplace

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

 

2005

 

1991

 

 

10,660

 

 

 

107

 

 

100.0%

 

 

 

16.87

 

 

Safeway, TJ Maxx

Ballard Blocks I

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

 

2018

 

2007

 

 

 

 

 

132

 

 

96.5%

 

 

 

24.93

 

 

Trader Joe's, LA Fitness, Ross Dress for Less

Ballard Blocks II

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

 

2018

 

2018

 

 

 

 

 

115

 

 

94.8%

 

 

 

34.65

 

 

PCC Community Markets, Bright Horizons, West Marine,Trufusion, Kaiser Permanente, Prokarma

Broadway Market (6)

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

 

2014

 

1988

 

 

21,500

 

 

 

140

 

 

97.9%

 

 

 

28.09

 

 

Quality Food Centers, Gold's Gym, Urban Outfitters

Cascade Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

 

1999

 

1999

 

 

560

 

 

 

206

 

 

95.6%

 

 

 

12.33

 

 

Safeway, Jo-Ann Fabrics, Ross Dress For Less, Big Lots, Fitness Evolution, Big 5 Sporting Goods, Dollar Tree

Eastgate Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

 

2005

 

1956

 

 

9,532

 

 

 

85

 

 

100.0%

 

 

 

28.27

 

 

Safeway, Rite Aid

Grand Ridge Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

2012

 

2012

 

 

 

 

 

331

 

 

100.0%

 

 

 

25.19

 

 

Safeway, Regal Cinemas, Dick's Sporting Goods, Marshalls, Ulta , Bevmo!

Inglewood Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

1999

 

1985

 

 

 

 

 

17

 

 

80.3%

 

 

 

41.70

 

 

 

Klahanie Shopping Center

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

2016

 

1998

 

 

 

 

 

67

 

 

98.4%

 

 

 

33.81

 

 

(QFC)

Melrose Market

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

2019

 

1926

 

 

 

 

 

21

 

 

100.0%

 

 

 

34.52

 

 

 

Overlake Fashion Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

 

2005

 

1987

 

 

 

 

 

93

 

 

93.3%

 

 

 

28.42

 

 

Marshalls, Bevmo!, Whole Foods

Pine Lake Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

1999

 

1989

 

 

 

 

 

103

 

 

94.3%

 

 

 

24.37

 

 

Quality Food Centers, Rite Aid

Roosevelt Square

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

2017

 

2017

 

 

 

 

 

150

 

 

100.0%

 

 

 

26.19

 

 

Whole Foods, Bartell, Guitar Center, LA Fitness

Sammamish-Highlands

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

1999

 

1992

 

 

 

 

 

101

 

 

98.3%

 

 

 

34.77

 

 

Trader Joe's, (Safeway), Bartell Drugs

Southcenter

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

 

 

1999

 

1990

 

 

 

 

 

58

 

 

100.0%

 

 

 

30.84

 

 

(Target)

Regency Centers Total

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,071,636

 

 

 

52,606

 

 

94.8%

 

 

$

22.73

 

 

 

(1)

CBSA refers to Core Based Statistical Area.

(2)

Represents our ownership interest in the property, if not wholly owned.

(3)

Includes properties where we have not yet incurred at least 90% of the expected costs to complete and 95% occupied or the anchor has not yet been open for at least two calendar years (“development properties” or “properties in development”).  If development properties are excluded, the total percentage leased would be 95.0% for our Combined Portfolio of shopping centers.

(4)

Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.

(5)

Retailers in parenthesis are shadow anchors at our centers.  We have no ownership or leasehold interest in their space, which is within or adjacent to our property.

(6)

The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.

(7)

Property in development.

 

 

33


 

We are a party to various legal proceedings that arise in the ordinary course of our business.  We are not currently involved in any litigation, nor to our knowledge is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

N/A

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Since November 13, 2018, our common stock has traded on NASDAQ under the symbol “REG.” Before November 13, 2018, our common stock traded on the NYSE, also under the symbol “REG.”

As of February 7, 2020, there were 65,795 holders of common equity.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

Under the revolving credit agreement of our line of credit, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.

There were no unregistered sales of equity securities during the quarter ended December 31, 2019.

The following table represents information with respect to purchases by the Parent Company of its common stock during the months in the three month period ended December 31, 2019:

 

Period

 

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)

 

October 1, 2019, through October 31, 2019

 

 

 

 

 

 

 

$

 

 

$

250,000,000

 

November 1, 2019, through November 30, 2019

 

 

 

 

 

 

 

$

 

 

$

250,000,000

 

December 1, 2019, through December 31, 2019

 

 

640

 

 

 

 

 

$

60.91

 

 

$

250,000,000

 

(1)

Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.

(2)

On February 4, 2020, the Company's Board authorized a new common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases and/or in privately negotiated transactions.  Any shares purchased will be retired. The program is scheduled to expire on February 5, 2021.  No shares have been repurchased under this new share repurchase program and no shares have been purchased under the program that expired in 2020.

34


 

The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index, the FTSE NAREIT Equity REIT Index, and the FTSE NAREIT Equity Shopping Centers index since December 31, 2014. The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.

 

 

 

 

12/31/14

 

 

12/31/15

 

 

12/31/16

 

 

12/31/17

 

 

12/31/18

 

 

12/31/19

 

Regency Centers Corporation

 

$

100.00

 

 

 

110.03

 

 

 

114.39

 

 

 

118.50

 

 

 

104.26

 

 

 

116.17

 

S&P 500

 

 

100.00

 

 

 

101.38

 

 

 

113.51

 

 

 

138.29

 

 

 

132.23

 

 

 

173.86

 

FTSE NAREIT Equity REITs

 

 

100.00

 

 

 

103.20

 

 

 

111.99

 

 

 

117.84

 

 

 

112.39

 

 

 

141.61

 

FTSE NAREIT Equity Shopping Centers

 

 

100.00

 

 

 

104.72

 

 

 

108.57

 

 

 

96.23

 

 

 

82.23

 

 

 

102.81

 

 

35


 

Item 6. Selected Financial Data

The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31, 2019 (in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges).  This historical Selected Financial Data has been derived from the audited consolidated financial statements.  This information should be read in conjunction with the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.

Parent Company

 

 

 

2019

 

 

2018

 

 

2017 (1)

 

 

2016

 

 

2015

 

Operating data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,133,138

 

 

 

1,120,975

 

 

 

984,326

 

 

 

614,371

 

 

 

569,763

 

Operating expenses

 

 

763,226

 

 

 

740,806

 

 

 

744,763

 

 

 

403,152

 

 

 

365,098

 

Total other expense (income)

 

 

187,610

 

 

 

170,818

 

 

 

113,661

 

 

 

100,745

 

 

 

74,630

 

Income from operations before equity in income of investments in real estate partnerships and income taxes

 

 

182,302

 

 

 

209,351

 

 

 

125,902

 

 

 

110,474

 

 

 

130,035

 

Equity in income of investments in real estate partnerships

 

 

60,956

 

 

 

42,974

 

 

 

43,341

 

 

 

56,518

 

 

 

22,508

 

Deferred income tax benefit of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

 

 

 

 

 

 

Net income

 

 

243,258

 

 

 

252,325

 

 

 

178,980

 

 

 

166,992

 

 

 

152,543

 

Income attributable to noncontrolling interests

 

 

(3,828

)

 

 

(3,198

)

 

 

(2,903

)

 

 

(2,070

)

 

 

(2,487

)

Net income attributable to the Company

 

 

239,430

 

 

 

249,127

 

 

 

176,077

 

 

 

164,922

 

 

 

150,056

 

Preferred stock dividends and issuance costs

 

 

 

 

 

 

 

 

(16,128

)

 

 

(21,062

)

 

 

(21,062

)

Net income attributable to common stockholders

 

$

239,430

 

 

 

249,127

 

 

 

159,949

 

 

 

143,860

 

 

 

128,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share - diluted

 

$

1.43

 

 

 

1.46

 

 

 

1.00

 

 

 

1.42

 

 

 

1.36

 

NAREIT FFO (2)

 

 

654,362

 

 

 

652,857

 

 

 

494,843

 

 

 

277,301

 

 

 

276,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

621,271

 

 

 

610,327

 

 

 

469,784

 

 

 

297,177

 

 

 

285,543

 

Net cash used in investing activities

 

 

(282,693

)

 

 

(106,024

)

 

 

(1,007,230

)

 

 

(408,632

)

 

 

(139,346

)

Net cash (used in) provided by financing activities

 

 

(268,206

)

 

 

(508,494

)

 

 

568,948

 

 

 

88,711

 

 

 

(223,117

)

Cash dividends paid to common stockholders and unit holders

 

 

391,649

 

 

 

376,755

 

 

 

323,285

 

 

 

201,336

 

 

 

181,691

 

Common dividends declared per share

 

 

2.34

 

 

 

2.22

 

 

 

2.10

 

 

 

2.00

 

 

 

1.94

 

Common stock outstanding including exchangeable operating partnership units

 

 

168,318

 

 

 

168,254

 

 

 

171,715

 

 

 

104,651

 

 

 

97,367

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate investments before accumulated depreciation (3)

 

$

11,564,816

 

 

 

11,326,163

 

 

 

11,279,125

 

 

 

5,230,198

 

 

 

4,852,106

 

Total assets

 

 

11,132,253

 

 

 

10,944,663

 

 

 

11,145,717

 

 

 

4,488,906

 

 

 

4,182,881

 

Total debt

 

 

3,919,544

 

 

 

3,715,212

 

 

 

3,594,977

 

 

 

1,642,420

 

 

 

1,864,285

 

Total liabilities

 

 

4,842,292

 

 

 

4,494,495

 

 

 

4,412,663

 

 

 

1,864,404

 

 

 

2,100,261

 

Total stockholders’ equity

 

 

6,213,348

 

 

 

6,397,970

 

 

 

6,692,052

 

 

 

2,591,301

 

 

 

2,054,109

 

Total noncontrolling interests

 

 

76,613

 

 

 

52,198

 

 

 

41,002

 

 

 

33,201

 

 

 

28,511

 

(1)

2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio, but also includes merger and integration related costs within Operating expenses.

(2)

See Item 1, Defined Terms, for the definition of NAREIT FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.

(3)

Includes our Investments in real estate partnerships.

 

36


 

Operating Partnership

 

 

 

2019

 

 

2018

 

 

2017 (1)

 

 

2016

 

 

2015

 

Operating data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,133,138

 

 

 

1,120,975

 

 

 

984,326

 

 

 

614,371

 

 

 

569,763

 

Operating expenses

 

 

763,226

 

 

 

740,806

 

 

 

744,763

 

 

 

403,152

 

 

 

365,098

 

Total other expense (income)

 

 

187,610

 

 

 

170,818

 

 

 

113,661

 

 

 

100,745

 

 

 

74,630

 

Income from operations before equity in income of investments in real estate partnerships and income taxes

 

 

182,302

 

 

 

209,351

 

 

 

125,902

 

 

 

110,474

 

 

 

130,035

 

Equity in income of investments in real estate partnerships

 

 

60,956

 

 

 

42,974

 

 

 

43,341

 

 

 

56,518

 

 

 

22,508

 

Deferred income tax (benefit) of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

 

 

 

 

 

 

Net income

 

 

243,258

 

 

 

252,325

 

 

 

178,980

 

 

 

166,992

 

 

 

152,543

 

Income attributable to noncontrolling interests

 

 

(3,194

)

 

 

(2,673

)

 

 

(2,515

)

 

 

(1,813

)

 

 

(2,247

)

Net income attributable to the Partnership

 

 

240,064

 

 

 

249,652

 

 

 

176,465

 

 

 

165,179

 

 

 

150,296

 

Preferred unit distributions and issuance costs

 

 

 

 

 

 

 

 

(16,128

)

 

 

(21,062

)

 

 

(21,062

)

Net income attributable to common unit holders

 

$

240,064

 

 

 

249,652

 

 

 

160,337

 

 

 

144,117

 

 

 

129,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common unit - diluted:

 

$

1.43

 

 

 

1.46

 

 

 

1.00

 

 

 

1.42

 

 

 

1.36

 

NAREIT FFO (2)

 

 

654,362

 

 

 

652,857

 

 

 

494,843

 

 

 

277,301

 

 

 

276,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

621,271

 

 

 

610,327

 

 

 

469,784

 

 

 

297,177

 

 

 

285,543

 

Net cash used in investing activities

 

 

(282,693

)

 

 

(106,024

)

 

 

(1,007,230

)

 

 

(408,632

)

 

 

(139,346

)

Net cash (used in) provided by financing activities

 

 

(268,206

)

 

 

(508,494

)

 

 

568,948

 

 

 

88,711

 

 

 

(223,117

)

Distributions paid on common and limited partnership units

 

 

391,649

 

 

 

376,755

 

 

 

323,285

 

 

 

201,336

 

 

 

181,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate investments before accumulated depreciation (3)

 

$

11,564,816

 

 

 

11,326,163

 

 

 

11,279,125

 

 

 

5,230,198

 

 

 

4,852,106

 

Total assets

 

 

11,132,253

 

 

 

10,944,663

 

 

 

11,145,717

 

 

 

4,488,906

 

 

 

4,182,881

 

Total debt

 

 

3,919,544

 

 

 

3,715,212

 

 

 

3,594,977

 

 

 

1,642,420

 

 

 

1,864,285

 

Total liabilities

 

 

4,842,292

 

 

 

4,494,495

 

 

 

4,412,663

 

 

 

1,864,404

 

 

 

2,100,261

 

Total partners’ capital

 

 

6,249,448

 

 

 

6,408,636

 

 

 

6,702,959

 

 

 

2,589,334

 

 

 

2,052,134

 

Total noncontrolling interests

 

 

40,513

 

 

 

41,532

 

 

 

30,095

 

 

 

35,168

 

 

 

30,486

 

(1)

2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio, but also includes merger and integration related costs within Operating expenses.

(2)

See Item 1, Defined Terms, for the definition of NAREIT FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.

(3)

Includes our Investments in real estate partnerships.

 

37


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executing on our Strategy

We had Net income attributable to the Company of $239.4 million during the year ended December 31, 2019, as compared to $249.1 million during the year ended December 31, 2018.

We sustained same property NOI growth:

 

We attained Pro-rata same property NOI growth, excluding termination fees, of 2.1%.

 

We executed 1,702 leasing transactions representing 6.1 million Pro-rata SF of new and renewal leasing with trailing twelve month rent spreads of 8.5% on comparable retail operating property spaces.

 

At December 31, 2019, our total property portfolio was 94.8% leased while our same property portfolio was 95.1% leased.

We continued our development and redevelopment of high quality shopping centers at attractive returns on investment:

 

We started a new development representing a total Pro-rata investment of $27.3 million upon completion with a projected return on investment of 6.0%.

 

We started 11 new redevelopments representing a total incremental Pro-rata investment of $237.2 million upon completion with a weighted average projected return on investment of 6.9%, including $74.7 million for two future phases at Serramonte Center.

 

Including these projects, a total of 22 properties were in the process of development or redevelopment as of December 31, 2019 representing a Pro-rata investment upon completion of $350.8 million.

 

We completed six new developments during 2019 representing a total Pro-rata investment of $223.2 million with a weighted average return on investment of 7.2%.

 

We completed three new redevelopments during 2019 representing a total incremental Pro-rata investment of $7.6 million with a weighted average return on investment of 7.0%.

We maintained a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities:

 

On March 6, 2019, we issued $300.0 million of 4.65% senior unsecured public notes, which priced at 99.661%, and mature in March 2049.  The net proceeds of the offering were used to repay in full our $250 million 4.8% notes due April 15, 2021, including a make-whole premium of approximately $9.6 million and accrued interest. The remaining proceeds were used toward repaying in full two mortgages for $52.7 million with interest rates ranging between 6.25% and 7.25%, including a repayment premium of $1.0 million.

 

On August 13, 2019, we issued $425.0 million of 2.95% senior unsecured public notes, which priced at 99.903% and mature in September 2029.  The net proceeds of the offering were used to repay in full our $300.0 million term loan that was due to mature in December 2020, including an interest rate swap breakage fee of approximately $1.1 million, and to reduce the outstanding balance on our Line.  

 

During September 2019, we entered into forward sale agreements under our ATM program through which we will issue 1,894,845 shares of common stock at an average offering price of $67.99.  The shares under the forward sales agreements may be settled at any time before the required settlement date of September 12, 2020.  Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes.  No shares have been settled through December 31, 2019.

 

At December 31, 2019, our annualized net debt-to-operating EBITDAre ratio on a Pro-rata basis was 5.4x.

38


 

Leasing Activity and Significant Tenants

We believe our high-quality, grocery anchored shopping centers located in densely populated, desirable infill trade areas create attractive spaces for retail tenants.

Pro-rata Occupancy

The following table summarizes Pro-rata occupancy rates of our combined Consolidated and Unconsolidated shopping center portfolio:

 

 

 

December 31, 2019

 

 

December 31, 2018

 

% Leased – All properties

 

 

94.8

%

 

 

95.6

%

Anchor space

 

 

97.3

%

 

 

98.4

%

Shop space

 

 

90.6

%

 

 

90.9

%

The decline in both anchor and shop space percent leased is primarily attributable to bankruptcy filings.

Pro-rata Leasing Activity

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our co-investment partnerships:

 

 

 

Year ended December 31, 2019

 

 

 

Leasing

Transactions

 

 

SF

(in thousands)

 

 

Base

Rent PSF

 

 

Tenant

Allowance

and Landlord

Work PSF

 

 

Leasing

Commissions

PSF (1)

 

Anchor Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

32

 

 

 

633

 

 

$

20.78

 

 

$

48.64

 

 

$

4.88

 

Renewal

 

 

107

 

 

 

2,756

 

 

 

13.89

 

 

 

0.60

 

 

 

0.13

 

Total Anchor Leases

 

 

139

 

 

 

3,389

 

 

$

15.18

 

 

$

9.57

 

 

$

1.02

 

Shop Space

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

506

 

 

 

921

 

 

$

33.60

 

 

$

29.75

 

 

$

9.67

 

Renewal

 

 

1,057

 

 

 

1,819

 

 

 

33.59

 

 

 

1.04

 

 

 

0.61

 

Total Shop Space Leases

 

 

1,563

 

 

 

2,740

 

 

$

33.59

 

 

$

10.69

 

 

$

3.65

 

Total Leases

 

 

1,702

 

 

 

6,129

 

 

$

23.41

 

 

$

10.07

 

 

$

2.20

 

(1)

On January 1, 2019, the Company adopted ASC Topic 842, Leases, under which non-contingent internal leasing costs can no longer be capitalized.

 

 

 

Year Ended December 31, 2018

 

 

 

Leasing

Transactions

 

 

SF

(in thousands)

 

 

Base

Rent PSF

 

 

Tenant

Allowance

and Landlord

Work PSF

 

 

Leasing

Commissions

PSF

 

Anchor Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

38

 

 

 

625

 

 

$

18.75

 

 

$

29.78

 

 

$

6.96

 

Renewal

 

 

99

 

 

 

2,886

 

 

 

15.18

 

 

 

0.60

 

 

 

0.35

 

Total Anchor Leases

 

 

137

 

 

 

3,511

 

 

$

15.82

 

 

$

5.79

 

 

$

1.52

 

Shop Space

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

519

 

 

 

890

 

 

$

33.05

 

 

$

28.17

 

 

$

13.86

 

Renewal

 

 

1,146

 

 

 

1,838

 

 

 

33.65

 

 

 

0.83

 

 

 

2.13

 

Total Shop Space Leases

 

 

1,665

 

 

 

2,728

 

 

$

33.45

 

 

$

9.75

 

 

$

5.96

 

Total Leases

 

 

1,802

 

 

 

6,239

 

 

$

23.53

 

 

$

7.52

 

 

$

3.46

 

 

39


 

Total weighted average base rent on signed shop space leases during 2019 was $33.59 PSF and exceeds the average annual base rent of all shop space leases due to expire during the next 12 months of $32.56 PSF.  The increase in tenant allowance and landlord work committed on new anchor leases signed in 2019 is attributable to anchor deals that include costs to either convert units to a specialized use, deliver new GLA, or demise units to accommodate smaller tenant formats.  

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification and by avoiding dependence on any single property, market, or tenant. The following table summarizes our most significant tenants, based on their percentage of annualized base rent:

 

 

 

December 31, 2019

 

Anchor

 

Number of

Stores

 

 

Percentage of

Company-

owned GLA (1)

 

 

Percentage of

Annualized

Base Rent (1)

 

Publix

 

 

68

 

 

 

6.4

%

 

 

3.2

%

Kroger Co.

 

 

56

 

 

 

6.7

%

 

 

3.0

%

Albertsons Companies, Inc.

 

 

46

 

 

 

4.3

%

 

 

2.8

%

TJX Companies, Inc.

 

 

62

 

 

 

3.1

%

 

 

2.4

%

Whole Foods

 

 

33

 

 

 

2.5

%

 

 

2.4

%

 

(1)

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 retail trends, consumer preferences, customer shopping behaviors, changes in retail delivery methods, and changing demographics in order to anticipate the challenges and opportunities impacting the retail industry. A greater shift to e-commerce could negatively impact our tenants’ sales potentially resulting in large scale business failures, which could have an adverse effect on our results of operations. We seek to mitigate these potential impacts through tenant diversification, replacing weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive foot traffic, and maintaining a presence in affluent suburbs and dense infill trade areas. As a result of our research and findings, we may reduce new leasing, suspend leasing, or curtail allowances for construction of leasehold improvements within a certain retail category or to a specific retailer in order to reduce our risk from bankruptcies and store closings.

We closely monitor the operating performance and rent collections of tenants in our shopping centers as well as those retailers experiencing significant changes to their business models as a result of reduced customer traffic in their stores and increased competition from e-commerce sales. Retailers that are unable to withstand these and other business pressures, such as significant debt maturities, may file for bankruptcy. Although base rent is supported by long-term lease contracts, tenants filing for bankruptcy protection 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. For operating leases in which collectability of lease income is not probable, lease income is recognized on a cash basis and all previously recognized lease income is reversed in the period in which the lease income is determined not to be probable of collection.  Additionally, we may incur significant expense to adjudicate our claim and to release the vacated space. In the event that a tenant with a significant amount of annualized base rent files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers at December 31, 2019, represent an aggregate of 0.6% of our annual base rent on a Pro-rata basis, which includes 0.5% for the 57,000 square foot Barneys’ space in New York.  The Barneys’ lease is expected to terminate in February 2020.  

40


 

Results from Operations

Comparison of the years ended December 31, 2019 and 2018:

Our revenues changed as summarized in the following table:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Lease income (1)

 

$

1,094,301

 

 

 

1,083,770

 

 

 

10,531

 

Other property income

 

 

9,201

 

 

 

8,711

 

 

 

490

 

Management, transaction, and other fees

 

 

29,636

 

 

 

28,494

 

 

 

1,142

 

Total revenues

 

$

1,133,138

 

 

 

1,120,975

 

 

 

12,163

 

 

(1)

As discussed in Note 1 to the Consolidated Financial Statements, Regency adopted ASC Topic 842, Leases, using the modified retrospective adoption method as of January 1, 2019, and elected to apply the transition provisions of the standard at the beginning of the period of adoption. As such, the prior period amounts prepared and presented under the former ASC Topic 840, Leases, were not restated, but were reclassified to conform with the current year presentation. Part of the practical expedients in ASC Topic 842 allow management to avoid separating lease and non-lease components of Lease income, therefore all lease income earned pursuant to tenant leases, including recoveries from tenants and percentage rent, in 2019 and as reclassified for 2018 and 2017, is reflected in Lease income in the accompanying Consolidated Statements of Operations.

 

Lease income increased $10.5 million, driven by the following contractually billable components of rent from tenants per the lease agreements:

$12.6 million increase from billable Base rent, as follows:

 

$12.4 million increase from rent commencing at development properties;

 

$6.2 million increase from acquisitions of operating properties; and

 

$13.5 million net increase from same properties due to rental rate growth on new and renewal leases and rent steps in existing leases; reduced by

 

$19.5 million decrease from the sale of operating properties.    

$1.8 million increase from billable Recoveries from tenants, which represents amounts contractually billable to tenants per the terms of the lease for their reimbursement to us for the tenants’ Pro-rata share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, as follows:

 

$4.0 million increase from rent commencing at development properties; and

 

$3.5 million increase from acquisitions of operating properties; reduced by

 

$520,000 decrease from same properties, due to a net decrease in the amount of recoverable expenses; and

 

$5.2 million decrease from the sale of operating properties.

$8.7 million decrease in Straight-line rent driven by a $4.8 million decrease for known or expected early lease terminations and a $3.9 million net decrease driven by timing of contractual rent steps.

$10.5 million increase in Above and below market rent accretion, as follows:

 

$2.8 million increase primarily driven by accelerated below-market rent accretion for an early lease termination at a recently acquired property;

 

$7.4 million increase from same properties primarily driven by $8.8 million of accelerated below-market rent accretion for expected early lease terminations; and

 

$352,000 increase from the sale of operating properties, which had greater above market rent amortization in 2018.

$5.4 million decrease related to uncollectible lease income recorded as a direct charge against Lease income beginning on January 1, 2019, with the adoption of ASC 842, Leases.  During the year ended December 31, 2018, uncollectible lease income of $5.0 million was recorded as Provision for doubtful accounts included in Other operating expenses below.

41


 

Management, transaction and other fees increased $1.1 million primarily due to an increase in development fees from projects within our unconsolidated partnerships.

Changes in our operating expenses are summarized in the following table:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Depreciation and amortization

 

$

374,283

 

 

 

359,688

 

 

 

14,595

 

Operating and maintenance

 

 

169,909

 

 

 

168,034

 

 

 

1,875

 

General and administrative

 

 

74,984

 

 

 

65,491

 

 

 

9,493

 

Real estate taxes

 

 

136,236

 

 

 

137,856

 

 

 

(1,620

)

Provision for doubtful accounts (1)

 

 

 

 

 

4,993

 

 

 

(4,993

)

Other operating expenses

 

 

7,814

 

 

 

4,744

 

 

 

3,070

 

Total operating expenses

 

$

763,226

 

 

 

740,806

 

 

 

22,420

 

 

(1)

Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income, which totaled $5.4 million during the year ended December 31, 2019.

 

Depreciation and amortization costs changed as follows:

 

$5.8 million increase as we began depreciating costs at development properties where tenant spaces were completed and became available for occupancy;

 

$8.9 million net increase from acquisitions of operating properties; and

 

$10.6 million net increase at same properties, primarily attributable to additional depreciation at redevelopment properties; reduced by

 

$10.7 million decrease from the sale of operating properties.

Operating and maintenance costs changed as follows:

 

$3.6 million increase from operations commencing at development properties; and

 

$1.9 million increase at same properties, primarily attributable to $2.7 million of increases in recoverable costs, offset by a reduction in termination fee expense; reduced by

 

$3.7 million decrease from the sale of operating properties.

General and administrative changed as follows:

 

$8.2 million increase due to eliminating capitalization of non-contingent internal leasing costs and legal costs associated with leasing activities upon the adoption of ASC 842, Leases, on January 1, 2019; and

 

$6.3 million increase in the value of participant obligations within the deferred compensation plan; reduced by

 

$3.4 million decrease from higher development overhead capitalization based on the timing and size of current development and redevelopment projects; and

 

$1.6 million net decrease in compensation and other corporate overhead costs, primarily driven by lower incentive compensation.

42


 

Real estate taxes changed as follows:

 

$2.7 million increase from development properties where capitalization ceased as tenant spaces became available for occupancy; and

 

$1.9 million increase from acquisitions of operating properties; offset by

 

$3.7 million decrease at same properties from successful tax appeals with refunds received in 2019 and 2018 including increases for post-merger tax reassessments; and

 

$2.5 million decrease from the sale of operating properties.

Provision for doubtful accounts was $5.0 million during the year ended December 31, 2018.  Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income.  The uncollectible lease income was $5.4 million during the year ended December 31, 2019, reflecting changes in collection expectations.

Other operating expenses increased $3.1 million, attributable to environmental remediation costs within our same properties and increased development pursuit costs.

The following table presents the components of other expense (income):

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

131,357

 

 

 

129,299

 

 

 

2,058

 

Interest on unsecured credit facilities

 

 

17,604

 

 

 

18,999

 

 

 

(1,395

)

Capitalized interest

 

 

(4,192

)

 

 

(7,020

)

 

 

2,828

 

Hedge expense

 

 

7,564

 

 

 

8,408

 

 

 

(844

)

Interest income

 

 

(1,069

)

 

 

(1,230

)

 

 

161

 

Interest expense, net

 

 

151,264

 

 

 

148,456

 

 

 

2,808

 

Provision for impairment

 

 

54,174

 

 

 

38,437

 

 

 

15,737

 

Gain on sale of real estate, net of tax

 

 

(24,242

)

 

 

(28,343

)

 

 

4,101

 

Early extinguishment of debt

 

 

11,982

 

 

 

11,172

 

 

 

810

 

Net investment (income) loss

 

 

(5,568

)

 

 

1,096

 

 

 

(6,664

)

Total other expense (income)

 

$

187,610

 

 

 

170,818

 

 

 

16,792

 

The $2.8 million net increase in total interest expense is primarily due to:

 

$2.1 million net increase in interest on notes payable due to additional unsecured debt offerings to fund the repayment of our $300.0 million term loan and several mortgages;

 

$2.8 million increase from lower capitalization of interest based on the size and progress of development and redevelopment projects in process; reduced by

 

$1.4 million decrease in interest on unsecured credit facilities due to repayment of our $300 million term loan in August 2019; and

 

$0.7 million decrease as a result of a previously settled forward hedge for a ten year unsecured note issuance fully amortizing in early 2019.  

During 2019, we recognized $54.2 million of impairment losses, including $3.1 million of goodwill impairment, on six operating properties, three of which have been sold.  During 2018, we recognized $38.4 million of impairment losses, including $12.6 million of goodwill impairment, on ten operating properties and two land parcels, all of which have sold.  One of the remaining three properties that was impaired in 2019 is our 101 7th Avenue center in New York, which was occupied by a single retail tenant, Barneys, who filed bankruptcy and is expected to terminate their lease in February 2020.  As a result, management reassessed the expected hold period of the property as well as its highest and best use, resulting in a $40.3 million impairment loss to reduce the carrying value to its estimated fair value. 

During 2019, we sold five operating properties and six land parcels for gains totaling $24.2 million.  During 2018, we sold six operating properties and seven land parcels for gains totaling $28.3 million.

Net investment income increased $6.7 million, driven by valuation changes in the stock market, primarily attributable to investments held within the non-qualified deferred compensation plan.

43


 

Our equity in income (losses) of investments in real estate partnerships increased as follows:

 

(in thousands)

 

Regency's

Ownership

 

 

2019

 

 

2018

 

 

Change

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

$

43,536

 

 

$

29,614

 

 

 

13,922

 

Equity One JV Portfolio LLC (NYC)

 

30.00%

 

 

 

(9,967

)

 

 

490

 

 

 

(10,457

)

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

 

1,626

 

 

 

1,311

 

 

 

315

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

 

1,748

 

 

 

4,673

 

 

 

(2,925

)

Cameron Village, LLC (Cameron)

 

30.00%

 

 

 

1,062

 

 

 

943

 

 

 

119

 

RegCal, LLC (RegCal)

 

25.00%

 

 

 

3,796

 

 

 

1,542

 

 

 

2,254

 

US Regency Retail I, LLC (USAA)

 

20.01%

 

 

 

1,028

 

 

 

937

 

 

 

91

 

Other investments in real estate partnerships

 

9.375% - 50.00%

 

 

 

18,127

 

 

 

3,464

 

 

 

14,663

 

Total equity in income of investments in real estate partnerships

 

 

$

60,956

 

 

$

42,974

 

 

 

17,982

 

The $18.0 million increase in total Equity in income in investments in real estate partnerships is attributed to:

 

$13.9 million increase within GRIR primarily due to our share of gains on the sale of two operating properties;

 

$10.5 million decrease within NYC due to a provision for impairments of real estate resulting from changes in the expected hold periods of various properties;

 

$2.9 million decrease within Columbia II due to our share of 2018 gain on the sale of an operating property;

 

$2.3 million increase within RegCal due to our share of 2019 gains on the sale of one operating property; and

 

$14.7 million increase in Other investments in real estate partnerships due to the sale of our ownership interest in a single operating property partnership.

The following represents the remaining components that comprise net income attributable to the common stockholders and unit holders:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Income from operations

 

$

243,258

 

 

 

252,325

 

 

 

(9,067

)

Income attributable to noncontrolling interests

 

 

(3,828

)

 

 

(3,198

)

 

 

(630

)

Net income attributable to common stockholders

 

$

239,430

 

 

 

249,127

 

 

 

(9,697

)

Net income attributable to exchangeable operating partnership units

 

 

634

 

 

 

525

 

 

 

109

 

Net income attributable to common unit holders

 

$

240,064

 

 

 

249,652

 

 

 

(9,588

)

 

 Comparison of the years ended December 31, 2018 and 2017:

For a comparison of our results from operations for the years ended December 31, 2018 and 2017, 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, 2018, filed with the SEC on February 21, 2019.

44


 

Supplemental Earnings Information

We use certain non-GAAP performance measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of our operating results. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with the Company’s reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing the Company's operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. See “Defined Terms” in Part I, Item 1.

Pro-rata Same Property NOI:

Our Pro-rata same property NOI changed as follows:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Base rent (1)

 

$

836,641

 

 

 

821,405

 

 

 

15,236

 

Recoveries from tenants (1)

 

 

265,784

 

 

 

265,604

 

 

 

180

 

Percentage rent (1)

 

 

8,211

 

 

 

8,231

 

 

 

(20

)

Termination fees (1)

 

 

3,416

 

 

 

3,040

 

 

 

376

 

Uncollectible lease income (2)

 

 

(4,449

)

 

 

 

 

 

(4,449

)

Other lease income (1)

 

 

10,403

 

 

 

10,143

 

 

 

260

 

Other property income

 

 

7,579

 

 

 

7,463

 

 

 

116

 

Total real estate revenue

 

 

1,127,585

 

 

 

1,115,886

 

 

 

11,699

 

Operating and maintenance

 

 

166,899

 

 

 

163,313

 

 

 

3,586

 

Termination expense

 

 

520

 

 

 

1,700

 

 

 

(1,180

)

Real estate taxes

 

 

144,187

 

 

 

147,711

 

 

 

(3,524

)

Ground rent

 

 

7,836

 

 

 

8,297

 

 

 

(461

)

Provision for doubtful accounts (2)

 

 

 

 

 

4,631

 

 

 

(4,631

)

Total real estate operating expenses

 

 

319,442

 

 

 

325,652

 

 

 

(6,210

)

Pro-rata same property NOI

 

$

808,143

 

 

 

790,234

 

 

 

17,909

 

Less: Termination fees

 

 

2,896

 

 

 

1,340

 

 

 

1,556

 

Pro-rata same property NOI, excluding termination fees

 

$

805,247

 

 

 

788,894

 

 

 

16,353

 

Pro-rata same property NOI growth, excluding termination fees

 

 

 

 

 

 

 

 

 

 

2.1

%

 

(1)

Represents amounts included within Lease income, in the accompanying Consolidated Statements of Operations and further discussed in Note 1, that are contractually billable to the tenant per the terms of the lease agreements.

 

 

(2)

Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income.  Provision for doubtful accounts was included in Total real estate operating expenses during the year ended December 31, 2018.

 

Billable Base rent increased $15.2 million, driven by increases in rental rate growth on new and renewal leases and contractual rent steps in existing leases, partially offset by a decline in rent paying occupancy.

Operating and maintenance costs increased $3.6 million due to increases in recoverable costs, including insurance, security, and property maintenance, offset by decreases in snow removal costs.  

Termination expense decreased $1.2 million due to more significant costs in 2018 to terminate specific tenant leases.  

Real estate taxes decreased $3.5 million due to successful supplemental tax appeal receipts at certain properties in 2019.  In addition, 2018 included higher real estate tax expense related to supplemental tax bills received from the 2017 merger with Equity One.

45


 

Same Property Rollforward:

Our same property pool includes the following property count, Pro-rata GLA, and changes therein:

 

 

 

2019

 

 

2018

 

(GLA in thousands)

 

Property

Count

 

 

GLA

 

 

Property

Count

 

 

GLA

 

Beginning same property count

 

 

399

 

 

 

40,866

 

 

 

395

 

 

 

40,601

 

Acquired properties owned for entirety of comparable periods

 

 

6

 

 

 

415

 

 

 

7

 

 

 

917

 

Completed developments that feature two years of anchor operations

 

 

3

 

 

 

358

 

 

 

8

 

 

 

512

 

Disposed properties

 

 

(11

)

 

 

(1,204

)

 

 

(11

)

 

 

(1,178

)

SF adjustments (1)

 

 

 

 

 

194

 

 

 

 

 

 

14

 

Property materially damaged by a natural disaster

 

 

(1

)

 

 

(104

)

 

 

 

 

 

 

Ending same property count

 

 

396

 

 

 

40,525

 

 

 

399

 

 

 

40,866

 

 

(1)

SF adjustments arise from remeasurements or redevelopments.

 

NAREIT FFO:

Our reconciliation of net income attributable to common stock and unit holders to NAREIT FFO is as follows:

 

(in thousands, except share information)

 

2019

 

 

2018

 

Reconciliation of Net income to NAREIT FFO

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

239,430

 

 

 

249,127

 

Adjustments to reconcile to NAREIT FFO: (1)

 

 

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

402,888

 

 

 

390,603

 

Provision for impairment to operating properties

 

 

65,074

 

 

 

37,895

 

Gain on sale of operating properties, net of tax

 

 

(52,958

)

 

 

(25,293

)

Gain on sale of land, net of tax (2)

 

 

(706

)

 

 

 

Exchangeable operating partnership units

 

 

634

 

 

 

525

 

NAREIT FFO attributable to common stock and unit holders

 

$

654,362

 

 

 

652,857

 

 

(1)

Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

 

 

(2)

Effective January 1, 2019, Regency prospectively adopted the NAREIT FFO White Paper – 2018 Restatement, and elected the option of excluding gains on sales and impairments of land, which are considered incidental to the Company’s main business.  Prior period amounts were not restated to conform to the current year presentation of NAREIT FFO, and therefore 2018 includes $6.7 million of gains on sale of land and $542,000 of provision for impairment to land.  

 

46


 

Reconciliation of Same Property NOI to Nearest GAAP Measure:

Our reconciliation of Net income attributable to common stockholders to Same Property NOI, on a Pro-rata basis, is as follows:

 

(in thousands)

 

2019

 

 

2018

 

Net income attributable to common stockholders

 

$

239,430

 

 

 

249,127

 

Less:

 

 

 

 

 

 

 

 

Management, transaction, and other fees

 

 

29,636

 

 

 

28,494

 

Other (1)

 

 

58,904

 

 

 

56,906

 

Plus:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

374,283

 

 

 

359,688

 

General and administrative

 

 

74,984

 

 

 

65,491

 

Other operating expense, excluding provision for doubtful accounts (2)

 

 

7,814

 

 

 

4,744

 

Other expense (income)

 

 

187,610

 

 

 

170,818

 

Equity in income of investments in real estate excluded from NOI (3)

 

 

39,807

 

 

 

56,680

 

Net income attributable to noncontrolling interests

 

 

3,828

 

 

 

3,198

 

Pro-rata NOI

 

 

839,216

 

 

 

824,346

 

Less non-same property NOI (4)

 

 

(31,073

)

 

 

(34,112

)

Pro-rata same property NOI

 

$

808,143

 

 

$

790,234

 

 

(1)

Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.

 

 

(2)

Provision for doubtful accounts is applicable only to 2018 amounts.  Beginning January 1, 2019, with the adoption of Topic 842, Leases, uncollectible amounts are presented net within Lease income.

 

 

(3)

Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

 

 

(4)

Includes revenues and expenses attributable to non-same property, sold property, development properties, corporate activities, and noncontrolling interests.

 

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. We continuously monitor the capital markets and evaluate our ability to issue new debt or equity, to repay maturing debt, or fund our capital commitments.

Except for $500 million of unsecured public and private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor of the $500 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. Based upon our available 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.

In addition to our $113.0 million of unrestricted cash at December 31, 2019, we have the following additional sources of capital available:

 

(in thousands)

 

December 31, 2019

 

ATM equity program (see note 11 to our Consolidated Financial Statements)

 

 

 

 

Original offering amount

 

$

500,000

 

Available capacity (1)

 

$

371,171

 

Line of Credit (the "Line") (see note 8 to our Consolidated Financial Statements)

 

 

 

 

Total commitment amount

 

$

1,250,000

 

Available capacity (2)

 

$

1,017,510

 

Maturity (3)

 

March 23, 2022

 

 

(1)

We have 1,894,845 shares pledged under a Forward Equity Offering that must settle by September 12, 2020 at an average offering price of $67.99 per share before any underwriting discount and offering expenses.

 

 

(2)

Net of letters of credit.

 

 

(3)

The Company has the option to extend the maturity for two additional six-month periods.

 

47


 

Our dividend distribution policy is set by our Board of Directors, who monitors our financial position. Our Board of Directors recently declared a common stock dividend of $0.595 per share, payable on March 5, 2020, to shareholders of record as of February 24, 2020. Future dividends will be declared at the discretion of our Board of Directors and will be subject to capital requirements and availability. We plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

We expect to generate sufficient cash flow from operations to fund our dividend distributions. We generated cash flow from operations of approximately $621.3 million and $610.3 million for the years ended December 31, 2019 and 2018, respectively. We paid $391.6 million and $376.8 million to our common stock and unit holders for the years ended December 31, 2019 and 2018, respectively.

We estimate that we will require capital during the next twelve months of approximately $391.2 million to fund construction and related costs for in-process developments and redevelopments, to repay maturing debt, and to make capital contributions to our co-investment partnerships. We expect to generate the necessary cash to fund our capital needs from future cash flow from operations after dividends paid, borrowings from our Line, proceeds from the sale of real estate, and when the capital markets are favorable, proceeds from the sale of equity or the issuance of new debt.

If we start new developments or redevelopments, commit to new acquisitions, prepay debt prior to maturity, or repurchase shares of our common stock, our cash requirements will increase. In addition, at December 31, 2019, we had an agreement related to our ownership interest in the Town and Country Center in Los Angeles, CA, to purchase an additional 16.62% ownership interest in this center for approximately $18.1 million.  We closed on the purchase in January 2020.  

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2019, 88.6% of our wholly-owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain availability on the Line.

Our annualized Fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.3 times and 4.2 times for the periods ended December 31, 2019 and 2018, respectively.

Our Line, Term Loan, and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2019, and expect to remain in compliance.

Summary of Cash Flow Activity

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Net cash provided by operating activities

 

$

621,271

 

 

 

610,327

 

 

 

10,944

 

Net cash used in investing activities

 

 

(282,693

)

 

 

(106,024

)

 

 

(176,669

)

Net cash used in financing activities

 

 

(268,206

)

 

 

(508,494

)

 

 

240,288

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

70,372

 

 

 

(4,191

)

 

 

74,563

 

Total cash, cash equivalents, and restricted cash

 

$

115,562

 

 

$

45,190

 

 

 

70,372

 

Net cash provided by operating activities:

Net cash provided by operating activities increased by $10.9 million due to:

 

$2.0 million increase in operating cash flow distributions from our unconsolidated real estate partnerships; and,

 

$17.1 million net increase in cash due to timing of cash receipts and payments related to operating activities; offset by

 

$1.3 million decrease in cash from operating income; and,

 

$6.9 million decrease from cash paid to settle treasury rate locks in 2019 to hedge changes in interest rates on our 30 year fixed rate debt offering completed during 2019 and to settle an interest rate swap on the repayment of our $300 million term loan during 2019.

48


 

Net cash used in investing activities:

Net cash used in investing activities changed by $176.7 million as follows:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate

 

$

(222,444

)

 

 

(85,289

)

 

 

(137,155

)

Advance deposits paid toward the acquisition of operating real estate

 

 

(125

)

 

 

 

 

 

(125

)

Real estate development and capital improvements

 

 

(200,012

)

 

 

(226,191

)

 

 

26,179

 

Proceeds from sale of real estate investments

 

 

137,572

 

 

 

250,445

 

 

 

(112,873

)

Proceeds from property insurance casualty claims

 

 

9,350

 

 

 

 

 

 

9,350

 

(Issuance)/Collection of notes receivable

 

 

(547

)

 

 

15,648

 

 

 

(16,195

)

Investments in real estate partnerships

 

 

(66,921

)

 

 

(74,238

)

 

 

7,317

 

Return of capital from investments in real estate partnerships

 

 

63,693

 

 

 

14,647

 

 

 

49,046

 

Dividends on investment securities

 

 

660

 

 

 

531

 

 

 

129

 

Acquisition of investment securities

 

 

(23,458

)

 

 

(23,164

)

 

 

(294

)

Proceeds from sale of investment securities

 

 

19,539

 

 

 

21,587

 

 

 

(2,048

)

Net cash used in investing activities

 

$

(282,693

)

 

 

(106,024

)

 

 

(176,669

)

Significant investing and divesting activities included:

 

We acquired four operating properties for $222.4 million during 2019 and three operating properties for $85.3 million during 2018.

 

We invested $26.2 million less in 2019 than 2018 on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

 

We received proceeds of $137.6 million from the sale of seven shopping centers and six land parcels in 2019, compared to $250.4 million for ten shopping centers and nine land parcels in 2018.

 

We received property insurance claim proceeds of $9.4 million during 2019 attributable to a single property that was severely damaged by a tornado in the current year.  

 

We received $15.6 million upon the collection of two notes in 2018.

 

We invested $66.9 million in our real estate partnerships during 2019, including:

 

o

$44.3 million to fund our share of development and redevelopment activities,

 

o

$9.7 million to fund our share of acquiring an additional equity interest in one partnership,

 

o

$8.2 million to fund our share of acquiring land under one shopping center that was previously under a ground lease, and

 

o

$4.7 million to fund our share of repayments for maturing debt.

During the same period in 2018, we invested $74.2 million in our real estate partnerships, including:

 

o

$48.8 million to fund our share of acquiring four operating properties,

 

o

$21.9 million to fund our share of development and redevelopment activities,

 

o

$1.3 million to acquire an interest in one land parcel for development, and

 

o

$2.2 million to fund our share of maturing debt.

 

Distributions from our unconsolidated real estate partnerships include return of capital from sales or financing proceeds. The $63.7 million received in 2019 is driven by the sale of three operating properties, the sale of our ownership interest in a single operating property partnership, and our share of proceeds from debt financing activities.  During the same period in 2018, we received $14.6 million from the sale of one land parcel and one operating property plus our share of proceeds from debt financing activities.

 

Dividends on securities, acquisition of securities, and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

49


 

We plan to continue developing and redeveloping shopping centers for long-term investment purposes. During 2019, we deployed capital of $200.0 million for the development, redevelopment, and improvement of our real estate properties as comprised of the following:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Land acquisitions for development / redevelopment

 

$

5,206

 

 

 

2,787

 

 

 

2,419

 

Building and tenant improvements

 

 

62,012

 

 

 

68,463

 

 

 

(6,451

)

Redevelopment costs

 

 

70,854

 

 

 

51,351

 

 

 

19,503

 

Development costs

 

 

47,699

 

 

 

86,800

 

 

 

(39,101

)

Capitalized interest

 

 

2,870

 

 

 

6,303

 

 

 

(3,433

)

Capitalized direct compensation

 

 

11,371

 

 

 

10,487

 

 

 

884

 

Real estate development and capital improvements

 

$

200,012

 

 

 

226,191

 

 

 

(26,179

)

 

During 2019, we acquired two land parcels for new development and redevelopment projects as compared to three land parcels during 2018.

 

Building and tenant improvements decreased $6.5 million during the year ended December 31, 2019, primarily related to the timing of capital projects.

 

Redevelopment expenditures were higher during 2019 due to the timing, magnitude, and number of projects in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, façade renovations, 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, which generally includes tenant vacancies before and during the redevelopment, could also result in volatility in NOI.  See the tables below for more details about our redevelopment projects.

 

Development expenditures were lower in 2019 based on the progress towards completion of our development projects in process. At December 31, 2019 and 2018, we had three and six consolidated development projects, respectively, that were either under construction or in lease up. See the tables below for more details about our development projects.

 

Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business.

 

We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. We currently expect that our development and redevelopment activities will approximate our recent historical averages, although the amount of activity by type will vary. Internal compensation costs directly attributable to these activities are capitalized as part of each project. Changes in the level of future development activity could adversely impact results of operations by reducing the amount of internal costs for development projects that may be capitalized. A 10% reduction in either development or redevelopment activity without a corresponding reduction in related compensation costs could result in an additional charge to net income of $1.5 million per year.

50


 

The following table summarizes our development projects:

 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

Property Name

 

Market

 

Ownership %

 

 

Start Date

 

Estimated / Actual Project Completion

 

Estimated / Actual Net

Development

Costs (1) (2)

 

 

GLA (2)

 

 

Cost PSF

of GLA (1) (2)

 

 

% of Costs

Incurred (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carytown Exchange

 

Richmond, VA

 

64%

 

 

Q4-18

 

2021

 

$

26,860

 

 

 

74

 

 

$

362

 

 

 

31

%

Culver Public Market

 

Los Angeles, CA

 

100%

 

 

Q2-19

 

2020

 

 

27,313

 

 

 

27

 

 

 

1,012

 

 

 

18

%

The Village at Hunter's Lake

 

Tampa, FL

 

100%

 

 

Q4-18

 

2020

 

 

22,056

 

 

 

72

 

 

 

306

 

 

 

58

%

Total Developments In-Process

 

 

 

 

 

 

$

76,229

 

 

 

173

 

 

$

440

 

 

 

34

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indigo Square

 

Charleston, SC

 

100%

 

 

 

 

Q2-19

 

$

17,111

 

 

 

51

 

 

$

336

 

 

 

 

 

Mellody Farm

 

Chicago, IL

 

100%

 

 

 

 

Q4-19

 

 

104,213

 

 

 

259

 

 

 

402

 

 

 

 

 

Pinecrest Place (3)

 

Miami, FL

 

100%

 

 

 

 

Q4-19

 

 

16,367

 

 

 

70

 

 

 

234

 

 

 

 

 

The Village at Riverstone

 

Houston, TX

 

100%

 

 

 

 

Q4-19

 

 

29,884

 

 

 

167

 

 

 

179

 

 

 

 

 

Midtown East

 

Raleigh, NC

 

50%

 

 

 

 

Q3-19

 

 

23,115

 

 

 

79

 

 

 

293

 

 

 

 

 

Ballard Blocks II

 

Seattle, WA

 

49.9%

 

 

 

 

Q4-19

 

 

32,487

 

 

 

57

 

 

 

570

 

 

 

 

 

Total Developments Completed

 

 

 

 

 

 

$

223,177

 

 

 

683

 

 

$

327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes leasing costs and is net of tenant reimbursements.

(2)

Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at project completion.

(3)

Estimated Net Development Costs for Pinecrest Place exclude the cost of land, which the Company has leased long term.

The following table summarizes our redevelopment projects:

 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

Property Name

 

Market

 

Ownership %

 

 

Start Date

 

Estimated / Actual Project Completion

 

Estimated Incremental Project Costs (1)

 

 

GLA

 

 

% of Costs

Incurred (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Bird Plaza

 

Miami, FL

 

100%

 

 

Q4-19

 

2021

 

$

10,338

 

 

 

99

 

 

 

4

%

Sheridan Plaza

 

Hollywood, FL

 

100%

 

 

Q3-19

 

2020

 

 

14,302

 

 

 

506

 

 

 

5

%

Tech Ridge

 

Austin, TX

 

100%

 

 

Q1-19

 

2020

 

 

7,739

 

 

 

215

 

 

 

83

%

Point 50

 

Metro, DC

 

100%

 

 

Q4-18

 

2020

 

 

17,522

 

 

 

48

 

 

 

44

%

Pablo Plaza Ph II

 

Jacksonville, FL

 

100%

 

 

Q4-18

 

2020

 

 

14,627

 

 

 

161

 

 

 

67

%

Bloomingdale

 

Tampa, FL

 

100%

 

 

Q3-18

 

2020

 

 

19,904

 

 

 

254

 

 

 

76

%

Serramonte - Ph I

 

San Francisco, CA

 

100%

 

 

Q4-19

 

2021

 

 

54,072

 

 

 

1,140

 

 

 

4

%

The Abbot

 

Boston, MA

 

100%

 

 

Q2-19

 

2021

 

 

52,342

 

 

 

65

 

 

 

20

%

Market Common Clarendon

 

Metro, DC

 

100%

 

 

Q4-18

 

2021

 

 

54,241

 

 

 

422

 

 

 

32

%

Various Properties

 

Various

 

20-100%

 

 

Various

 

Various

 

 

29,440

 

 

 

1,604

 

 

 

42

%

Total Redevelopments In-Process

 

 

 

 

 

 

$

274,527

 

 

 

4,514

 

 

 

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various

 

Various

 

40%-100%

 

 

Various

 

Various

 

$

7,548

 

 

 

379

 

 

 

 

 

(1)

Includes leasing costs and is net of tenant reimbursements.

51


 

Net cash used in financing activities:

Net cash flows used in financing activities changed during 2019, as follows:

 

(in thousands)

 

2019

 

 

2018

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common shares in conjunction with equity award plans

 

$

(6,204

)

 

 

(6,772

)

 

 

568

 

Common shares repurchased through share repurchase program

 

 

(32,778

)

 

 

(213,851

)

 

 

181,073

 

Distributions to limited partners in consolidated partnerships, net

 

 

(3,367

)

 

 

(4,526

)

 

 

1,159

 

Dividend payments and operating partnership distributions

 

 

(391,649

)

 

 

(376,755

)

 

 

(14,894

)

Proceeds from unsecured credit facilities, net

 

 

75,000

 

 

 

85,000

 

 

 

(10,000

)

Proceeds from debt issuance

 

 

723,571

 

 

 

301,251

 

 

 

422,320

 

Debt repayment, including early redemption costs

 

 

(625,769

)

 

 

(283,492

)

 

 

(342,277

)

Payment of loan costs

 

 

(7,019

)

 

 

(9,448

)

 

 

2,429

 

Proceeds from sale of treasury stock, net

 

 

9

 

 

 

99

 

 

 

(90

)

Net cash used in financing activities

 

$

(268,206

)

 

 

(508,494

)

 

 

240,288

 

Significant financing activities during the years ended December 31, 2019 and 2018 include the following:

 

We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $6.2 million and $6.8 million during the years ended December 31, 2019 and 2018.

 

We paid $32.8 million to repurchase 563,229 common shares through our prior share repurchase program that were executed in December 2018 but not settled until January 2019.  During 2018, we paid $213.9 million to repurchase 3,689,104 common shares through our repurchase program.

 

Net distributions to limited partners in consolidated partnerships decreased by $1.2 million primarily due to contributions made by a new limited partner during 2019.

 

We paid $14.9 million more in dividends during 2019 as a result of an increase in our dividend rate from $2.22 per share during 2018 to $2.34 per share during 2019, partially offset by the reduced shares outstanding during 2019 resulting from our common stock repurchases executed during 2018.

 

We had the following debt related activity during 2019:

 

o

We borrowed, net of repayments, an additional $75.0 million on our Line.

 

o

We received total proceeds of $723.6 million upon the issuance of two senior unsecured public note offerings during 2019.

 

o

We paid $624.7 million for other debt repayments, including:

 

$259.6 million to redeem our senior unsecured public notes originally due April 2021;

 

$300 million for repayment of a term loan originally due December 2020;

 

$53.7 million to repay two mortgages; and

 

$12.4 million in principal mortgage payments.

 

o

We paid $7.0 million of loan costs in connection with our two public note offerings above.

52


 

 

We had the following debt related activity during 2018:

 

o

We borrowed, net of payments, an additional $85.0 million on our Line.

 

o

We received proceeds of $301.3 million from debt issuances, including $299.5 million of senior unsecured public notes and $1.7 million from construction loan draws used to fund an in-process development project.

 

o

We paid $283.5 million for other debt payments, including $160.5 million to early redeem our senior unsecured public notes originally due June 2020, $113 million to repay four mortgages, and $10 million in scheduled principal mortgage payments.

 

o

We paid $9.4 million of loan costs in connection with our public note offering above and expanding our Line commitment.

Contractual Obligations

We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities, interest rate swap obligations, and lease agreements as described further below and in note 7, note 9, and note 10 to the Consolidated Financial Statements. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. In addition, at December 31, 2019, we had a contractual commitment to purchase an additional 16.62% ownership interest in our Town and Country shopping center, bringing our ownership interest to 35%.  We closed on the purchase in January 2020 for $18.1 million.  

The following table of Contractual Obligations summarizes our debt maturities, including our Pro-rata share of obligations within co-investment partnerships as of December 31, 2019, and excludes the following:

 

Recorded debt premiums or discounts and issuance costs that are not obligations;

 

Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;

 

Letters of credit of $12.5 million issued to cover our captive insurance program and performance obligations on certain development projects, which the latter will be satisfied upon completion of the development projects; and

 

Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 14 to the Consolidated Financial Statements.

 

 

 

Payments Due by Period

 

 

 

 

 

(in thousands)

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Beyond 5

Years

 

 

Total

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regency (1)

 

$

193,307

 

 

 

226,724

 

 

 

930,099

 

 

 

184,038

 

 

 

452,878

 

 

 

3,530,677

 

 

$

5,517,723

 

Regency's share of joint ventures (1) (2)

 

 

136,916

 

 

 

119,294

 

 

 

80,189

 

 

 

73,499

 

 

 

20,617

 

 

 

176,850

 

 

 

607,365

 

Operating leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regency - office leases

 

 

5,152

 

 

 

4,149

 

 

 

3,188

 

 

 

2,410

 

 

 

1,939

 

 

 

4,404

 

 

 

21,242

 

Subleases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regency - office leases

 

 

(614

)

 

 

(309

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(923

)

Ground leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regency

 

 

10,697

 

 

 

10,671

 

 

 

10,698

 

 

 

10,915

 

 

 

10,964

 

 

 

553,116

 

 

 

607,061

 

Regency's share of joint ventures

 

 

278

 

 

 

278

 

 

 

278

 

 

 

278

 

 

 

1,206

 

 

 

9,917

 

 

 

12,235

 

Purchase commitment

 

 

18,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,100

 

Total

 

$

363,836

 

 

 

360,807

 

 

 

1,024,452

 

 

 

271,140

 

 

 

487,604

 

 

 

4,274,964

 

 

 

6,782,803

 

(1)

Includes interest payments.

(2)

We are obligated to contribute our Pro-rata share to fund maturities if they are not refinanced. We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

53


 

Critical Accounting Estimates

Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current market conditions, and interpretation of industry accounting standards. They are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.

Accounts Receivable and Straight Line Rent

Lease income, which includes base rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. Additionally, we recognize Lease income on a straight line basis over the term of the lease, which generally results in straight line rent receivable for future contractual rent steps.  

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable at the commencement date.  At lease commencement, the Company generally expects that collectibility is probable due to the Company’s credit assessment of tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis.  For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized uncollectible Lease income is reversed in the period in which the Lease income is determined not to be probable of collection.  In addition to the lease-specific collectibility assessment performed under Topic 842, the Company also recognizes a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical collection experience.  Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

Real Estate Investments

Acquisition of Real Estate Investments

Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Transaction costs associated with asset acquisitions are capitalized, while such costs are expensed for business combinations in the period incurred.  Beginning in July 2017, the Company adopted Accounting Standard Update 2017-01, Business Combinations (Topic 805):  Clarifying the Definition of a Business, under which the acquisition of operating properties are generally considered asset acquisitions.  If, however, the acquisition is determined to be a business combination, any excess consideration above the fair value allocated to the applicable assets and liabilities results in goodwill. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company's methodology for determining fair value of the acquired tangible and intangible assets and liabilities includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements.  In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period.  The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.  

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable.  The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.

Changes to these assumptions could result in a different pattern of recognition.  If tenants do not remain in their lease through the expected term or exercise an assumed renewal option, there could be a material impact to earnings.  

54


 

Development and Redevelopment of Real Estate Assets and Cost Capitalization

We have a development program, which includes development of new shopping centers and redevelopment of our existing shopping centers. We capitalize the acquisition of land, the construction of buildings, and other specifically identifiable development costs incurred by recording them in Real estate assets, at cost, in our accompanying Consolidated Balance Sheets. Other specifically identifiable development costs include pre-development costs essential to the development process, as well as, interest, real estate taxes, and direct employee costs incurred during the development period. Once a development property is substantially complete and held available for occupancy, these indirect costs are no longer capitalized.

 

Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.

 

Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. During the years ended December 31, 2019, 2018, and 2017, we capitalized interest of $4.2 million, $7.0 million, and $7.9 million, respectively, on our development projects.

 

Real estate taxes are capitalized to each development project over the same period as we capitalize interest.

 

We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2019, 2018, and 2017, we capitalized $20.4 million, $17.1 million, and $17.6 million, respectively, of direct internal costs incurred to support our development program.

Valuation of Real Estate Investments

In accordance with GAAP, we evaluate our real estate for impairment whenever there are indicators, including property operating performance and general market conditions, that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such indicators occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, anticipated hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value.

The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore is subject to management judgment and changes in those factors could impact the determination of fair value.  In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.  Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including underlying property operating performance and general market conditions, that the value of our investments in real estate partnerships may be impaired. An investment in a real estate partnership is considered impaired only if we determine that its fair value is less than the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projections for the investments consider property level factors, such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the real estate partnerships, our intent and ability to retain our investment in the entity, and the financial condition and long-term prospects of the entity. If we believe that the decline in the fair value of the investment is temporary, no impairment charge is recorded. If our analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate partnership, the carrying value of the investment will be adjusted to an amount that reflects the estimated fair value of the investment.

55


 

Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining primarily to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, underground petroleum storage tanks, and other historic land use practices. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems. Where available, we have been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of December 31, 2019, we and our Investments in real estate partnerships had accrued liabilities of $9.4 million for our Pro-rata share of environmental remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our unconsolidated investment partnerships) or other persons, also known as variable interest entities, not previously discussed. Many of our unconsolidated investment partnerships’ operating properties have been financed with non-recourse loans, to which we have no repayment guarantees.  

Inflation/Deflation

Inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers; however, inflation may become a greater concern in the near future. Most all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation, which require tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary periods or periods of economic weakness, base rents and percentage rents will decline as the supply of available retail space exceeds demand and consumer spending declines. Occupancy declines will result in lower recovery rates of our operating expenses.

56


 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

 

We have a Line commitment, as further described in note 9 to the Consolidated Financial Statements, which has a variable interest rate that is based upon an annual rate of LIBOR plus 0.875%. LIBOR rates charged on our Line change monthly and the spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on our credit rating ranges from LIBOR plus 0.700% to LIBOR plus 1.550%.

 

We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. Based upon the current capital markets, our credit ratings, our capacity under our unsecured credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we expect that we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2019. 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, 2019, and are subject to change on a monthly basis. In addition, the Company continually assesses the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $2.6 million per year based on $35.1 million of floating rate mortgage debt and $220.0 million of floating rate line of credit balance outstanding at December 31, 2019. If the Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

Further, the table below incorporates only those exposures that exist as of December 31, 2019, and does not consider exposures or positions that could arise after that date. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

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, 2019.  

 

(dollars in thousands)

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

50,360

 

 

 

50,599

 

 

 

582,645

 

 

 

69,498

 

 

 

346,043

 

 

 

2,592,015

 

 

 

3,691,160

 

 

 

3,920,909

 

Average interest rate for all fixed rate debt (2)

 

 

3.74

%

 

 

3.72

%

 

 

3.85

%

 

 

3.86

%

 

 

3.87

%

 

 

3.87

%

 

 

 

 

 

 

 

 

Variable rate LIBOR debt (1)

 

$

 

 

 

35,100

 

 

 

220,000

 

 

 

 

 

 

 

 

 

 

 

 

255,100

 

 

 

257,191

 

Average interest rate for all variable rate debt (2)

 

 

3.17

%

 

 

3.14

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

 

 

(1)

Reflects amount of debt maturities during each of the years presented as of December 31, 2019.

(2)

Reflects weighted average interest rates of debt outstanding at the end of each year presented.  For variable rate debt, the benchmark interest rate (LIBOR), as of December 31, 2019, was used to determine the average rate for all future periods.

57


 

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

59

 

 

Regency Centers Corporation:

 

Consolidated Balance Sheets as of December 31, 2019 and 2018

65

Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017

66

Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017

67

Consolidated Statements of Equity for the years ended December 31, 2019, 2018, and 2017

68

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2019, and 2017

70

 

 

Regency Centers, L.P.:

 

Consolidated Balance Sheets as of December 31, 2019 and 2018

72

Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017

73

Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017

74

Consolidated Statements of Capital for the years ended December 31, 2019, 2018, and 2017

75

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017

77

 

 

Notes to Consolidated Financial Statements

79

 

 

Financial Statement Schedule

 

Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2019

115

 

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.

58


 

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Regency Centers Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, 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, 2019, 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 14, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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 real estate properties for impairment

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.3 billion as of December 31, 2019. The Company evaluates real estate properties for impairment whenever there are indicators that the carrying value of the real estate properties may not be recoverable. To the extent that the carrying value of a real estate property exceeds the estimate of its undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over its fair value. Fair value of real estate properties is determined through a comparable sales approach or a discounted cash flow approach. As discussed in Note 11 to the consolidated financial statements, the Company determined that one property’s carrying value exceeded its fair value through the use of a discounted cash flow analysis, and recorded an impairment charge of $40.3 million.

59


 

We identified the evaluation of real estate properties for impairment as a critical audit matter. Evaluating the Company’s judgments regarding the identification of potential indicators that the carrying value of the real estate properties may not be recoverable involved a high degree of subjective auditor judgment. Changes in assumptions regarding property conditions, occupancy rates, net operating income, and anticipated hold periods could have an impact on the determination of the existence of impairment indicators and the need to further evaluate the real estate properties for impairment. In addition, the evaluation of the fair value of the real estate property that resulted in the $40.3 million impairment charge, in particular, the key assumptions over the property’s highest and best use, terminal capitalization rate, and the hold period, required a high degree of auditor judgment. The evaluation of these key assumptions required an increased extent of effort, including the need to involve valuation professionals with specialized skills and knowledge.

The primary procedures we performed to address these critical audit matters included the following. We tested certain internal controls over the Company’s process to evaluate real estate properties for impairment, including the identification of potential indicators of impairment and the fair value measurement of impaired real estate properties. Internal controls tested included the evaluation of changes in property condition, occupancy rates, net operating income and anticipated hold periods, as well as the development of the key assumptions used in the discounted cash flow analysis. Using property financial information, we performed an independent assessment of changes in occupancy rates and net operating income for individual real estate properties and compared the results to the Company’s assessment. In addition, to identify a change in property condition or a shortened hold period we inquired of Company officials, attended Company quarterly meetings and inspected documents such as meeting minutes of the board of directors. With respect to the property impairment, our valuation professionals evaluated the Company’s highest and best use conclusion for the impaired property based on the location of the property and current market conditions. Further, our valuation professionals independently developed an estimated range of fair values for the property based on market information and published third-party industry reports with consideration of property specific factors such as location and development requirements. We compared the Company’s estimated fair value of the impaired property to the range of fair values independently developed by our valuation professionals.

Evaluation of the discount rates used to initially measure the operating lease liabilities upon adoption of ASC 842.

As discussed in Note 1 and Note 7 to the consolidated financial statements, the Company’s operating lease liabilities related to leases of land upon adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) on January 1, 2019, were approximately $204 million. To measure the operating lease liabilities for the Company’s 22 properties with ground leases, it is necessary for the Company to determine a discount rate for each operating lease and apply that discount rate to the remaining unpaid minimum rental payments for each lease.

We identified the evaluation of the discount rates used to initially measure the operating lease liabilities related to leases of land upon adoption of ASC 842 as a critical audit matter. The Company determined that the rates implicit in the lease contracts were not readily determinable and therefore developed discount rates using Company and market-based interest rates that correspond with the remaining term of the respective leases. The Company made adjustments to those market-based interest rates to reflect the Company’s credit spread and collateralized payment terms present in the respective leases. Evaluating the information used to develop the discount rates and the adjustments made to the market-based interest rates required auditor judgment and the use of valuation professionals with specialized skills and knowledge.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process for developing the discount rates. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rates. The valuation professionals independently developed a range of reasonable discount rates using market-based interest rates for the Company and other similar companies, and then made adjustments to those market-based interest rates to reflect the maturities of the respective leases, level of collateral, and the Company’s credit spread. We evaluated the discount rates used by the Company by comparing those rates to the ranges of discount rates independently developed by the valuation professionals.

/s/ KPMG LLP

We have served as the Company's auditor since 1993.

Jacksonville, Florida

February 14, 2020

60


 

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation’s (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, 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, 2019 and 2018, 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, 2019, 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 14, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 14, 2020

61


 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Partners,

Regency Centers Corporation, and

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, 2019 and 2018, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, 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, 2019, 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 14, 2020 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Partnership has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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 real estate properties for impairment

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.3 billion as of December 31, 2019. The Partnership evaluates real estate properties for impairment whenever there are indicators that the carrying value of the real estate properties may not be recoverable. To the extent that the carrying value of a real estate property exceeds the estimate of its undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over its fair value. Fair value of real estate properties is determined through a comparable sales approach or a discounted cash flow approach. As discussed in Note 11 to

62


 

the consolidated financial statements, the Partnership determined that one property’s carrying value exceeded its fair value through the use of a discounted cash flow analysis, and recorded an impairment charge of $40.3 million.

We identified the evaluation of real estate properties for impairment as a critical audit matter. Evaluating the Partnership’s judgments regarding the identification of potential indicators that the carrying value of the real estate properties may not be recoverable involved a high degree of subjective auditor judgment. Changes in assumptions regarding property conditions, occupancy rates, net operating income, and anticipated hold periods could have an impact on the determination of the existence of impairment indicators and the need to further evaluate the real estate properties for impairment. In addition, the evaluation of the fair value of the real estate property that resulted in the $40.3 million impairment charge, in particular, the key assumptions over the property’s highest and best use, terminal capitalization rate, and the hold period, required a high degree of auditor judgment. The evaluation of these key assumptions required an increased extent of effort, including the need to involve valuation professionals with specialized skills and knowledge.

The primary procedures we performed to address these critical audit matters included the following. We tested certain internal controls over the Partnership’s process to evaluate real estate properties for impairment, including the identification of potential indicators of impairment and the fair value measurement of impaired real estate properties. Internal controls tested included the evaluation of changes in property condition, occupancy rates, net operating income and anticipated hold periods, as well as the development of the key assumptions used in the discounted cash flow analysis. Using property financial information, we performed an independent assessment of changes in occupancy rates and net operating income for individual real estate properties and compared the results to the Partnership’s assessment. In addition, to identify a change in property condition or a shortened hold period we inquired of Partnership officials, attended Partnership quarterly meetings and inspected documents such as meeting minutes of the general partners' board of directors. With respect to the property impairment, our valuation professionals evaluated the Partnership’s highest and best use conclusion for the impaired property based on the location of the property and current market conditions. Further, our valuation professionals independently developed an estimated range of fair values for the property based on market information and published third-party industry reports with consideration of property specific factors such as location and development requirements. We compared the Partnership’s estimated fair value of the impaired property to the range of fair values independently developed by our valuation professionals.

Evaluation of the discount rates used to initially measure the operating lease liabilities upon adoption of ASC 842.

As discussed in Note 1 and Note 7 to the consolidated financial statements, the Partnership’s operating lease liabilities related to leases of land upon adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) on January 1, 2019, were approximately $204 million. To measure the operating lease liabilities for the Partnership’s 22 properties with ground leases, it is necessary for the Partnership to determine a discount rate for each operating lease and apply that discount rate to the remaining unpaid minimum rental payments for each lease.

We identified the evaluation of the discount rates used to initially measure the operating lease liabilities related to leases of land upon adoption of ASC 842 as a critical audit matter. The Partnership determined that the rates implicit in the lease contracts were not readily determinable and therefore developed discount rates using Partnership and market-based interest rates that correspond with the remaining term of the respective leases. The Partnership made adjustments to those market-based interest rates to reflect the Partnership’s credit spread and collateralized payment terms present in the respective leases. Evaluating the information used to develop the discount rates and the adjustments made to the market-based interest rates required auditor judgment and the use of valuation professionals with specialized skills and knowledge.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Partnership’s process for developing the discount rates. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Partnership’s discount rates. The valuation professionals independently developed a range of reasonable discount rates using market-based interest rates for the Partnership and other similar companies, and then made adjustments to those market-based interest rates to reflect the maturities of the respective leases, level of collateral, and the Partnership’s credit spread. We evaluated the discount rates used by the Partnership by comparing those rates to the ranges of discount rates independently developed by the valuation professionals.

/s/ KPMG LLP

We have served as the Partnership's auditor since 1998.

Jacksonville, Florida

February 14, 2020

63


 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Partners,

Regency Centers Corporation, and

Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P.’s (the Partnership) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, 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, 2019 and 2018, 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, 2019, 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 14, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 14, 2020

64


 

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2019 and 2018

(in thousands, except share data)

 

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

Real estate assets, at cost (note 1):

 

$

11,095,294

 

 

 

10,863,162

 

Less: accumulated depreciation

 

 

1,766,162

 

 

 

1,535,444

 

Real estate assets, net

 

 

9,329,132

 

 

 

9,327,718

 

Investments in real estate partnerships (note 4)

 

 

469,522

 

 

 

463,001

 

Properties held for sale

 

 

45,565

 

 

 

60,516

 

Cash, cash equivalents, and restricted cash, including $2,542 and $2,658 of restricted cash at December 31, 2019 and 2018, respectively (note 1)

 

 

115,562

 

 

 

45,190

 

Tenant and other receivables (note 1)

 

 

169,337

 

 

 

172,359

 

Deferred leasing costs, less accumulated amortization of $108,381 and $101,093 at December 31, 2019 and 2018, respectively

 

 

76,798

 

 

 

84,983

 

Acquired lease intangible assets, less accumulated amortization of $259,310 and $219,689 at December 31, 2019 and 2018, respectively (note 6)

 

 

242,822

 

 

 

387,069

 

Right of use assets, net

 

 

292,786

 

 

 

 

Other assets (note 5)

 

 

390,729

 

 

 

403,827

 

Total assets

 

$

11,132,253

 

 

 

10,944,663

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,435,161

 

 

 

3,006,478

 

Unsecured credit facilities (note 9)

 

 

484,383

 

 

 

708,734

 

Accounts payable and other liabilities

 

 

213,705

 

 

 

224,807

 

Acquired lease intangible liabilities, less accumulated amortization of $131,676 and $92,746 at December 31, 2019 and 2018, respectively (note 6)

 

 

427,260

 

 

 

496,726

 

Lease liabilities

 

 

222,918

 

 

 

 

Tenants’ security, escrow deposits and prepaid rent

 

 

58,865

 

 

 

57,750

 

Total liabilities

 

 

4,842,292

 

 

 

4,494,495

 

Commitments and contingencies (note 16)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Stockholders’ equity (note 12):

 

 

 

 

 

 

 

 

Common stock $0.01 par value per share, 220,000,000 shares authorized; 167,571,218 and 167,904,593 shares issued at December 31, 2019 and 2018, respectively

 

 

1,676

 

 

 

1,679

 

Treasury stock at cost, 440,574 and 390,163 shares held at December 31, 2019 and 2018, respectively

 

 

(23,199

)

 

 

(19,834

)

Additional paid-in capital

 

 

7,654,930

 

 

 

7,672,517

 

Accumulated other comprehensive loss

 

 

(11,997

)

 

 

(927

)

Distributions in excess of net income

 

 

(1,408,062

)

 

 

(1,255,465

)

Total stockholders’ equity

 

 

6,213,348

 

 

 

6,397,970

 

Noncontrolling interests (note 12):

 

 

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $47,092 and $20,532 at December 31, 2019 and 2018, respectively

 

 

36,100

 

 

 

10,666

 

Limited partners’ interests in consolidated partnerships (note 1)

 

 

40,513

 

 

 

41,532

 

Total noncontrolling interests

 

 

76,613

 

 

 

52,198

 

Total equity

 

 

6,289,961

 

 

 

6,450,168

 

Total liabilities and equity

 

$

11,132,253

 

 

 

10,944,663

 

See accompanying notes to consolidated financial statements.

65


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2019, 2018, and 2017

(in thousands, except per share data)

 

 

 

2019

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,094,301

 

 

 

1,083,770

 

 

 

950,186

 

Other property income

 

 

9,201

 

 

 

8,711

 

 

 

7,982

 

Management, transaction, and other fees

 

 

29,636

 

 

 

28,494

 

 

 

26,158

 

Total revenues

 

 

1,133,138

 

 

 

1,120,975

 

 

 

984,326

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

374,283

 

 

 

359,688

 

 

 

334,201

 

Operating and maintenance

 

 

169,909

 

 

 

168,034

 

 

 

143,990

 

General and administrative

 

 

74,984

 

 

 

65,491

 

 

 

67,624

 

Real estate taxes

 

 

136,236

 

 

 

137,856

 

 

 

109,723

 

Other operating expenses

 

 

7,814

 

 

 

9,737

 

 

 

89,225

 

Total operating expenses

 

 

763,226

 

 

 

740,806

 

 

 

744,763

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

151,264

 

 

 

148,456

 

 

 

132,629

 

Provision for impairment, net of tax

 

 

54,174

 

 

 

38,437

 

 

 

 

Gain on sale of real estate, net of tax

 

 

(24,242

)

 

 

(28,343

)

 

 

(27,432

)

Early extinguishment of debt

 

 

11,982

 

 

 

11,172

 

 

 

12,449

 

Net investment (income) loss

 

 

(5,568

)

 

 

1,096

 

 

 

(3,985

)

Total other expense (income)

 

 

187,610

 

 

 

170,818

 

 

 

113,661

 

Income from operations before equity in income of investments in real estate partnerships and income taxes

 

 

182,302

 

 

 

209,351

 

 

 

125,902

 

Equity in income of investments in real estate partnerships (note 4)

 

 

60,956

 

 

 

42,974

 

 

 

43,341

 

Deferred income tax benefit of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

Net income

 

 

243,258

 

 

 

252,325

 

 

 

178,980

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

(634

)

 

 

(525

)

 

 

(388

)

Limited partners’ interests in consolidated partnerships

 

 

(3,194

)

 

 

(2,673

)

 

 

(2,515

)

Income attributable to noncontrolling interests

 

 

(3,828

)

 

 

(3,198

)

 

 

(2,903

)

Net income attributable to the Company

 

 

239,430

 

 

 

249,127

 

 

 

176,077

 

Preferred stock dividends and issuance costs

 

 

 

 

 

 

 

 

(16,128

)

Net income attributable to common stockholders

 

$

239,430

 

 

 

249,127

 

 

 

159,949

 

Income per common share - basic (note 15)

 

$

1.43

 

 

 

1.47

 

 

 

1.00

 

Income per common share - diluted (note 15)

 

$

1.43

 

 

 

1.46

 

 

 

1.00

 

See accompanying notes to consolidated financial statements.

66


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019, 2018, and 2017

(in thousands)

 

 

 

2019

 

 

2018

 

 

2017

 

Net income

 

$

243,258

 

 

 

252,325

 

 

 

178,980

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

(15,585

)

 

 

402

 

 

 

1,151

 

Reclassification adjustment of derivative instruments included in net income

 

 

3,269

 

 

 

5,342

 

 

 

11,103

 

Unrealized gain (loss) on available-for-sale securities

 

 

315

 

 

 

(95

)

 

 

(8

)

Other comprehensive income

 

 

(12,001

)

 

 

5,649

 

 

 

12,246

 

Comprehensive income

 

 

231,257

 

 

 

257,974

 

 

 

191,226

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

3,828

 

 

 

3,198

 

 

 

2,903

 

Other comprehensive income attributable to noncontrolling interests

 

 

(931

)

 

 

299

 

 

 

189

 

Comprehensive income attributable to noncontrolling interests

 

 

2,897

 

 

 

3,497

 

 

 

3,092

 

Comprehensive income attributable to the Company

 

$

228,360

 

 

 

254,477

 

 

 

188,134

 

See accompanying notes to consolidated financial statements.

 

 

67


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the years ended December 31, 2019, 2018, and 2017

(in thousands, except per share data)

 

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Treasury

Stock

 

 

Additional

Paid In

Capital

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Distributions

in Excess of

Net Income

 

 

Total

Stockholders’

Equity

 

 

Exchangeable

Operating

Partnership

Units

 

 

Limited

Partners’

Interest  in

Consolidated

Partnerships

 

 

Total

Noncontrolling

Interests

 

 

Total

Equity

 

Balance at December 31, 2016

 

$

325,000

 

 

 

1,045

 

 

 

(17,062

)

 

 

3,294,923

 

 

 

(18,346

)

 

 

(994,259

)

 

 

2,591,301

 

 

 

(1,967

)

 

 

35,168

 

 

 

33,201

 

 

 

2,624,502

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

176,077

 

 

 

176,077

 

 

 

388

 

 

 

2,515

 

 

 

2,903

 

 

 

178,980

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,126

 

 

 

 

 

 

1,126

 

 

 

2

 

 

 

15

 

 

 

17

 

 

 

1,143

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,931

 

 

 

 

 

 

10,931

 

 

 

19

 

 

 

153

 

 

 

172

 

 

 

11,103

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(1,245

)

 

 

1,236

 

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

(9

)

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

15,293

 

 

 

 

 

 

 

 

 

15,295

 

 

 

 

 

 

 

 

 

 

 

 

15,295

 

Common stock issued for stock based compensation, net of repurchases

 

 

 

 

 

(1

)

 

 

 

 

 

(18,345

)

 

 

 

 

 

 

 

 

(18,346

)

 

 

 

 

 

 

 

 

 

 

 

(18,346

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

1,210

 

 

 

 

 

 

 

 

 

1,210

 

 

 

 

 

 

 

 

 

 

 

 

1,210

 

Common stock issued for stock offerings, net of issuance costs

 

 

 

 

 

667

 

 

 

 

 

 

4,559,810

 

 

 

 

 

 

 

 

 

4,560,477

 

 

 

 

 

 

 

 

 

 

 

 

4,560,477

 

Restricted stock issued upon Equity One merger

 

 

 

 

 

1

 

 

 

 

 

 

7,950

 

 

 

 

 

 

 

 

 

7,951

 

 

 

 

 

 

 

 

 

 

 

 

7,951

 

Redemption of preferred stock

 

 

(325,000

)

 

 

 

 

 

 

 

 

11,099

 

 

 

 

 

 

(11,099

)

 

 

(325,000

)

 

 

 

 

 

 

 

 

 

 

 

(325,000

)

Reallocation of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

(72

)

 

 

 

 

 

 

 

 

(72

)

 

 

 

 

 

72

 

 

 

72

 

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,100

 

 

 

378

 

 

 

13,478

 

 

 

13,478

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,206

)

 

 

(8,206

)

 

 

(8,206

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock/unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,029

)

 

 

(5,029

)

 

 

 

 

 

 

 

 

 

 

 

(5,029

)

Common stock/unit ($2.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(323,860

)

 

 

(323,860

)

 

 

(635

)

 

 

 

 

 

(635

)

 

 

(324,495

)

Balance at December 31, 2017

 

$

 

 

 

1,714

 

 

 

(18,307

)

 

 

7,873,104

 

 

 

(6,289

)

 

 

(1,158,170

)

 

 

6,692,052

 

 

 

10,907

 

 

 

30,095

 

 

 

41,002

 

 

 

6,733,054

 

Adjustment due to change in accounting policy (note 1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

30,889

 

 

 

30,901

 

 

 

 

 

 

2

 

 

 

2

 

 

 

30,903

 

Adjusted balance at January 1, 2018

 

 

 

 

 

1,714

 

 

 

(18,307

)

 

 

7,873,104

 

 

 

(6,277

)

 

 

(1,127,281

)

 

 

6,722,953

 

 

 

10,907

 

 

 

30,097

 

 

 

41,004

 

 

 

6,763,957

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

249,127

 

 

 

249,127

 

 

 

525

 

 

 

2,673

 

 

 

3,198

 

 

 

252,325

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

 

 

 

36

 

 

 

 

 

 

271

 

 

 

271

 

 

 

307

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,314

 

 

 

 

 

 

5,314

 

 

 

11

 

 

 

17

 

 

 

28

 

 

 

5,342

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(1,527

)

 

 

1,514

 

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

 

 

 

 

 

 

(13

)

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

16,743

 

 

 

 

 

 

 

 

 

16,745

 

 

 

 

 

 

 

 

 

 

 

 

16,745

 

Common stock issued for stock based compensation, net of repurchases

 

 

 

 

 

 

 

 

 

 

 

 

(6,373

)

 

 

 

 

 

 

 

 

(6,373

)

 

 

 

 

 

 

 

 

 

 

 

(6,373

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

1,333

 

 

 

 

 

 

 

 

 

1,333

 

 

 

 

 

 

 

 

 

 

 

 

1,333

 

Common stock issued for stock offerings, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

10

 

Common stock repurchased and retired

 

 

 

 

 

(37

)

 

 

 

 

 

(213,814

)

 

 

 

 

 

 

 

 

(213,851

)

 

 

 

 

 

 

 

 

 

 

 

(213,851

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,000

 

 

 

13,000

 

 

 

13,000

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,526

)

 

 

(4,526

)

 

 

(4,526

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.22 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(377,311

)

 

 

(377,311

)

 

 

(777

)

 

 

 

 

 

(777

)

 

 

(378,088

)

Balance at December 31, 2018

 

$

 

 

 

1,679

 

 

 

(19,834

)

 

 

7,672,517

 

 

 

(927

)

 

 

(1,255,465

)

 

 

6,397,970

 

 

 

10,666

 

 

 

41,532

 

 

 

52,198

 

 

 

6,450,168

 

68


 

 

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Treasury

Stock

 

 

Additional

Paid In

Capital

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Distributions

in Excess of

Net Income

 

 

Total

Stockholders’

Equity

 

 

Exchangeable

Operating

Partnership

Units

 

 

Limited

Partners’

Interest  in

Consolidated

Partnerships

 

 

Total

Noncontrolling

Interests

 

 

Total

Equity

 

Balance at December 31, 2018

 

$

 

 

 

1,679

 

 

 

(19,834

)

 

 

7,672,517

 

 

 

(927

)

 

 

(1,255,465

)

 

 

6,397,970

 

 

 

10,666

 

 

 

41,532

 

 

 

52,198

 

 

 

6,450,168

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

239,430

 

 

 

239,430

 

 

 

634

 

 

 

3,194

 

 

 

3,828

 

 

 

243,258

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,388

)

 

 

 

 

 

(14,388

)

 

 

(31

)

 

 

(851

)

 

 

(882

)

 

 

(15,270

)

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,318

 

 

 

 

 

 

3,318

 

 

 

12

 

 

 

(61

)

 

 

(49

)

 

 

3,269

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(3,365

)

 

 

3,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

16,252

 

 

 

 

 

 

 

 

 

16,254

 

 

 

 

 

 

 

 

 

 

 

 

16,254

 

Common stock issued for stock based compensation, net of repurchases

 

 

 

 

 

 

 

 

 

 

 

(5,794

)

 

 

 

 

 

 

 

 

(5,794

)

 

 

 

 

 

 

 

 

 

 

 

(5,794

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

1

 

 

 

 

 

 

1,428

 

 

 

 

 

 

 

 

 

1,429

 

 

 

 

 

 

 

 

 

 

 

 

1,429

 

Common stock issued for stock offerings, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock repurchased and retired

 

 

 

 

 

(6

)

 

 

 

 

 

(32,772

)

 

 

 

 

 

 

 

 

(32,778

)

 

 

 

 

 

 

 

 

 

 

 

(32,778

)

Reallocation of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

(66

)

 

 

 

 

 

 

 

 

(66

)

 

 

 

 

 

66

 

 

 

66

 

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,151

 

 

 

2,151

 

 

 

2,151

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,870

 

 

 

 

 

 

25,870

 

 

 

25,870

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,518

)

 

 

(5,518

)

 

 

(5,518

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.34 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(392,027

)

 

 

(392,027

)

 

 

(1,051

)

 

 

 

 

 

(1,051

)

 

 

(393,078

)

Balance at December 31, 2019

 

$

 

 

 

1,676

 

 

 

(23,199

)

 

 

7,654,930

 

 

 

(11,997

)

 

 

(1,408,062

)

 

 

6,213,348

 

 

 

36,100

 

 

 

40,513

 

 

 

76,613

 

 

 

6,289,961

 

See accompanying notes to consolidated financial statements.

 

 

69


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2019, 2018, and 2017

(in thousands)

 

 

 

2019

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

243,258

 

 

 

252,325

 

 

 

178,980

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

374,283

 

 

 

359,688

 

 

 

334,201

 

Amortization of deferred loan costs and debt premiums

 

 

11,170

 

 

 

10,476

 

 

 

9,509

 

(Accretion) and amortization of above and below market lease intangibles, net

 

 

(43,867

)

 

 

(33,330

)

 

 

(23,144

)

Stock-based compensation, net of capitalization

 

 

14,339

 

 

 

13,635

 

 

 

20,549

 

Equity in income of investments in real estate partnerships

 

 

(60,956

)

 

 

(42,974

)

 

 

(43,341

)

Gain on sale of real estate, net of tax

 

 

(24,242

)

 

 

(28,343

)

 

 

(27,432

)

Provision for impairment, net of tax

 

 

54,174

 

 

 

38,437

 

 

 

 

Early extinguishment of debt

 

 

11,982

 

 

 

11,172

 

 

 

12,449

 

Deferred income tax benefit of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

Distribution of earnings from investments in real estate partnerships

 

 

56,297

 

 

 

54,266

 

 

 

53,502

 

Settlement of derivative instrument

 

 

(6,870

)

 

 

 

 

 

76

 

Deferred compensation expense

 

 

5,169

 

 

 

(1,085

)

 

 

3,844

 

Realized and unrealized gain on investments

 

 

(5,433

)

 

 

1,177

 

 

 

(3,837

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(4,690

)

 

 

(26,374

)

 

 

(26,081

)

Deferred leasing costs

 

 

(6,777

)

 

 

(8,366

)

 

 

(14,448

)

Other assets

 

 

(1,570

)

 

 

(1,410

)

 

 

9,536

 

Accounts payable and other liabilities

 

 

4,175

 

 

 

(760

)

 

 

(2,114

)

Tenants’ security, escrow deposits and prepaid rent

 

 

829

 

 

 

11,793

 

 

 

(2,728

)

Net cash provided by operating activities

 

 

621,271

 

 

 

610,327

 

 

 

469,784

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate

 

 

(222,444

)

 

 

(85,289

)

 

 

(124,727

)

Advance deposits paid toward the acquisition of operating real estate

 

 

(125

)

 

 

 

 

 

(4,917

)

Acquisition of Equity One, net of cash and restricted cash acquired of $74,507

 

 

 

 

 

 

 

 

(646,790

)

Real estate development and capital improvements

 

 

(200,012

)

 

 

(226,191

)

 

 

(346,857

)

Proceeds from sale of real estate investments

 

 

137,572

 

 

 

250,445

 

 

 

110,015

 

Proceeds from property insurance casualty claims

 

 

9,350

 

 

 

 

 

 

 

(Issuance)/Collection of notes receivable

 

 

(547

)

 

 

15,648

 

.

 

(5,236

)

Investments in real estate partnerships

 

 

(66,921

)

 

 

(74,238

)

 

 

(23,529

)

Return of capital from investments in real estate partnerships

 

 

63,693

 

 

 

14,647

 

 

 

36,603

 

Dividends on investment securities

 

 

660

 

 

 

531

 

 

 

365

 

Acquisition of investment securities

 

 

(23,458

)

 

 

(23,164

)

 

 

(23,535

)

Proceeds from sale of investment securities

 

 

19,539

 

 

 

21,587

 

 

 

21,378

 

Net cash used in investing activities

 

 

(282,693

)

 

 

(106,024

)

 

 

(1,007,230

)

 

70


 

 

 

 

2019

 

 

2018

 

 

2017

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

 

 

 

 

 

 

88,458

 

Repurchase of common shares in conjunction with equity award plans

 

 

(6,204

)

 

 

(6,772

)

 

 

(18,649

)

Proceeds from sale of treasury stock

 

 

9

 

 

 

99

 

 

 

100

 

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

Common shares repurchased through share repurchase program

 

 

(32,778

)

 

 

(213,851

)

 

 

 

Redemption of preferred stock and partnership units

 

 

 

 

 

 

 

 

(325,000

)

Distributions to limited partners in consolidated partnerships, net

 

 

(3,367

)

 

 

(4,526

)

 

 

(8,139

)

Distributions to exchangeable operating partnership unit holders

 

 

(1,051

)

 

 

(777

)

 

 

(635

)

Dividends paid to common stockholders

 

 

(390,598

)

 

 

(375,978

)

 

 

(322,650

)

Dividends paid to preferred stockholders

 

 

 

 

 

 

 

 

(5,029

)

Repayment of fixed rate unsecured notes

 

 

(250,000

)

 

 

(150,000

)

 

 

 

Proceeds from issuance of fixed rate unsecured notes, net

 

 

723,571

 

 

 

299,511

 

 

 

953,115

 

Proceeds from unsecured credit facilities

 

 

560,000

 

 

 

575,000

 

 

 

1,100,000

 

Repayment of unsecured credit facilities

 

 

(785,000

)

 

 

(490,000

)

 

 

(755,000

)

Proceeds from notes payable

 

 

 

 

 

1,740

 

 

 

131,069

 

Repayment of notes payable

 

 

(55,680

)

 

 

(113,037

)

 

 

(232,839

)

Scheduled principal payments

 

 

(9,442

)

 

 

(9,964

)

 

 

(10,162

)

Payment of loan costs

 

 

(7,019

)

 

 

(9,448

)

 

 

(13,271

)

Early redemption costs

 

 

(10,647

)

 

 

(10,491

)

 

 

(12,420

)

Net cash (used in) provided by financing activities

 

 

(268,206

)

 

 

(508,494

)

 

 

568,948

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

70,372

 

 

 

(4,191

)

 

 

31,502

 

Cash, cash equivalents, and restricted cash at beginning of the year

 

 

45,190

 

 

 

49,381

 

 

 

17,879

 

Cash, cash equivalents, and restricted cash at end of the year

 

$

115,562

 

 

 

45,190

 

 

 

49,381

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,192, $7,020, and $7,946 in 2019, 2018, and 2017, respectively)

 

$

136,139

 

 

 

136,645

 

 

 

109,956

 

Cash paid (received) for income taxes, net of refunds

 

$

1,225

 

 

 

5,455

 

 

 

(269

)

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

25,870

 

 

 

 

 

 

13,100

 

Mortgage loans for the acquisition of real estate

 

$

26,152

 

 

 

9,700

 

 

 

27,000

 

Change in fair value of securities

 

$

660

 

 

 

(206

)

 

 

(8

)

Change in accrued capital expenditures

 

$

10,704

 

 

 

 

 

 

 

Common stock issued for dividend reinvestment plan

 

$

1,429

 

 

 

1,333

 

 

 

1,210

 

Stock-based compensation capitalized

 

$

2,325

 

 

 

3,509

 

 

 

3,210

 

Contributions from limited partners in consolidated partnerships, net

 

$

66

 

 

 

13,000

 

 

 

186

 

Common stock issued for dividend reinvestment in trust

 

$

987

 

 

 

841

 

 

 

557

 

Contribution of stock awards into trust

 

$

2,582

 

 

 

1,314

 

 

 

1,372

 

Distribution of stock held in trust

 

$

197

 

 

 

524

 

 

 

677

 

Equity One Merger:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable assumed in Equity One merger, at fair value

 

$

 

 

 

 

 

 

757,399

 

Common stock exchanged for Equity One shares

 

$

 

 

 

 

 

 

4,471,808

 

See accompanying notes to consolidated financial statements.

71


 

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2019 and 2018

(in thousands, except unit data)

 

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

Real estate assets, at cost (note 1):

 

$

11,095,294

 

 

 

10,863,162

 

Less: accumulated depreciation

 

 

1,766,162

 

 

 

1,535,444

 

Real estate assets, net

 

 

9,329,132

 

 

 

9,327,718

 

Investments in real estate partnerships (note 4)

 

 

469,522

 

 

 

463,001

 

Properties held for sale

 

 

45,565

 

 

 

60,516

 

Cash, cash equivalents, and restricted cash, including $2,542 and $2,658 of restricted cash at December 31, 2019 and 2018, respectively (note 1)

 

 

115,562

 

 

 

45,190

 

Tenant and other receivables (note 1)

 

 

169,337

 

 

 

172,359

 

Deferred leasing costs, less accumulated amortization of $108,381 and $101,093 at December 31, 2019 and 2018, respectively

 

 

76,798

 

 

 

84,983

 

Acquired lease intangible assets, less accumulated amortization of $259,310 and $219,689 at December 31, 2019 and 2018, respectively (note 6)

 

 

242,822

 

 

 

387,069

 

Right of use assets, net

 

 

292,786

 

 

 

 

Other assets (note 5)

 

 

390,729

 

 

 

403,827

 

Total assets

 

$

11,132,253

 

 

 

10,944,663

 

Liabilities and Capital

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,435,161

 

 

 

3,006,478

 

Unsecured credit facilities (note 9)

 

 

484,383

 

 

 

708,734

 

Accounts payable and other liabilities

 

 

213,705

 

 

 

224,807

 

Acquired lease intangible liabilities, less accumulated amortization of $131,676 and $92,746 at December 31, 2019 and 2018, respectively (note 6)

 

 

427,260

 

 

 

496,726

 

Lease liabilities

 

 

222,918

 

 

 

 

Tenants’ security, escrow deposits and prepaid rent

 

 

58,865

 

 

 

57,750

 

Total liabilities

 

 

4,842,292

 

 

 

4,494,495

 

Commitments and contingencies (note 16)

 

 

 

 

 

 

Capital:

 

 

 

 

 

 

 

 

Partners’ capital (note 12):

 

 

 

 

 

 

 

 

General partner; 167,571,218 and 167,904,593 units outstanding at December 31, 2019 and 2018, respectively

 

 

6,225,345

 

 

 

6,398,897

 

Limited partners; 746,433 and 349,902 units outstanding at December 31, 2019 and 2018

 

 

36,100

 

 

 

10,666

 

Accumulated other comprehensive loss

 

 

(11,997

)

 

 

(927

)

Total partners’ capital

 

 

6,249,448

 

 

 

6,408,636

 

Noncontrolling interests: Limited partners’ interests in consolidated partnerships

 

 

40,513

 

 

 

41,532

 

Total capital

 

 

6,289,961

 

 

 

6,450,168

 

Total liabilities and capital

 

$

11,132,253

 

 

 

10,944,663

 

See accompanying notes to consolidated financial statements.

72


 

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2019, 2018, and 2017

(in thousands, except per unit data)

 

 

 

2019

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,094,301

 

 

 

1,083,770

 

 

 

950,186

 

Other property income

 

 

9,201

 

 

 

8,711

 

 

 

7,982

 

Management, transaction, and other fees

 

 

29,636

 

 

 

28,494

 

 

 

26,158

 

Total revenues

 

 

1,133,138

 

 

 

1,120,975

 

 

 

984,326

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

374,283

 

 

 

359,688

 

 

 

334,201

 

Operating and maintenance

 

 

169,909

 

 

 

168,034

 

 

 

143,990

 

General and administrative

 

 

74,984

 

 

 

65,491

 

 

 

67,624

 

Real estate taxes

 

 

136,236

 

 

 

137,856

 

 

 

109,723

 

Other operating expenses

 

 

7,814

 

 

 

9,737

 

 

 

89,225

 

Total operating expenses

 

 

763,226

 

 

 

740,806

 

 

 

744,763

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

151,264

 

 

 

148,456

 

 

 

132,629

 

Provision for impairment, net of tax

 

 

54,174

 

 

 

38,437

 

 

 

 

Gain on sale of real estate, net of tax

 

 

(24,242

)

 

 

(28,343

)

 

 

(27,432

)

Early extinguishment of debt

 

 

11,982

 

 

 

11,172

 

 

 

12,449

 

Net investment (income) loss

 

 

(5,568

)

 

 

1,096

 

 

 

(3,985

)

Total other expense (income)

 

 

187,610

 

 

 

170,818

 

 

 

113,661

 

Income from operations before equity in income of investments in real estate partnerships and income taxes

 

 

182,302

 

 

 

209,351

 

 

 

125,902

 

Equity in income of investments in real estate partnerships (note 4)

 

 

60,956

 

 

 

42,974

 

 

 

43,341

 

Deferred income tax benefit of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

Net income

 

 

243,258

 

 

 

252,325

 

 

 

178,980

 

Limited partners’ interests in consolidated partnerships

 

 

(3,194

)

 

 

(2,673

)

 

 

(2,515

)

Net income attributable to the Partnership

 

 

240,064

 

 

 

249,652

 

 

 

176,465

 

Preferred unit distributions and issuance costs

 

 

 

 

 

 

 

 

(16,128

)

Net income attributable to common unit holders

 

$

240,064

 

 

 

249,652

 

 

 

160,337

 

Income per common unit - basic (note 15):

 

$

1.43

 

 

 

1.47

 

 

 

1.00

 

Income per common unit - diluted (note 15):

 

$

1.43

 

 

 

1.46

 

 

 

1.00

 

See accompanying notes to consolidated financial statements.

73


 

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019, 2018, and 2017

(in thousands)

 

 

 

2019

 

 

2018

 

 

2017

 

Net income

 

$

243,258

 

 

 

252,325

 

 

 

178,980

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

(15,585

)

 

 

402

 

 

 

1,151

 

Reclassification adjustment of derivative instruments included in net income

 

 

3,269

 

 

 

5,342

 

 

 

11,103

 

Unrealized gain (loss) on available-for-sale securities

 

 

315

 

 

 

(95

)

 

 

(8

)

Other comprehensive income

 

 

(12,001

)

 

 

5,649

 

 

 

12,246

 

Comprehensive income

 

 

231,257

 

 

 

257,974

 

 

 

191,226

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

3,194

 

 

 

2,673

 

 

 

2,515

 

Other comprehensive income attributable to noncontrolling interests

 

 

(912

)

 

 

288

 

 

 

168

 

Comprehensive income attributable to noncontrolling interests

 

 

2,282

 

 

 

2,961

 

 

 

2,683

 

Comprehensive income attributable to the Partnership

 

$

228,975

 

 

 

255,013

 

 

 

188,543

 

See accompanying notes to consolidated financial statements.

 

 

74


 

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the years ended December 31, 2019, 2018, and 2017

(in thousands)

 

 

 

General Partner

Preferred and

Common Units

 

 

Limited

Partners

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total

Partners’

Capital

 

 

Noncontrolling

Interests in

Limited Partners’

Interest in

Consolidated

Partnerships

 

 

Total

Capital

 

Balance at December 31, 2016

 

$

2,609,647

 

 

 

(1,967

)

 

 

(18,346

)

 

 

2,589,334

 

 

 

35,168

 

 

 

2,624,502

 

Net income

 

 

176,077

 

 

 

388

 

 

 

 

 

 

176,465

 

 

 

2,515

 

 

 

178,980

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

2

 

 

 

1,126

 

 

 

1,128

 

 

 

15

 

 

 

1,143

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

19

 

 

 

10,931

 

 

 

10,950

 

 

 

153

 

 

 

11,103

 

Deferred compensation plan, net

 

 

(9

)

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

(9

)

Contributions from partners

 

 

 

 

 

13,100

 

 

 

 

 

 

13,100

 

 

 

378

 

 

 

13,478

 

Distributions to partners

 

 

(323,860

)

 

 

(635

)

 

 

 

 

 

(324,495

)

 

 

(8,206

)

 

 

(332,701

)

Reallocation of limited partners' interest

 

 

(72

)

 

 

 

 

 

 

 

 

(72

)

 

 

72

 

 

 

 

Preferred unit distributions

 

 

(5,029

)

 

 

 

 

 

 

 

 

(5,029

)

 

 

 

 

 

(5,029

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

15,295

 

 

 

 

 

 

 

 

 

15,295

 

 

 

 

 

 

15,295

 

Preferred stock redemptions

 

 

(325,000

)

 

 

 

 

 

 

 

 

(325,000

)

 

 

 

 

 

(325,000

)

Common units issued as a result of common stock issued by Parent Company, net of repurchases

 

 

4,543,341

 

 

 

 

 

 

 

 

 

4,543,341

 

 

 

 

 

 

4,543,341

 

Restricted units issued as a result of restricted stock issued by Parent Company upon Equity One merger

 

 

7,951

 

 

 

 

 

 

 

 

 

7,951

 

 

 

 

 

 

7,951

 

Balance at December 31, 2017

 

$

6,698,341

 

 

 

10,907

 

 

 

(6,289

)

 

 

6,702,959

 

 

 

30,095

 

 

 

6,733,054

 

Adjustment due to change in accounting policy (note 1)

 

 

30,889

 

 

 

 

 

 

12

 

 

 

30,901

 

 

 

2

 

 

 

30,903

 

Adjusted balance at January 1, 2018

 

 

6,729,230

 

 

 

10,907

 

 

 

(6,277

)

 

 

6,733,860

 

 

 

30,097

 

 

 

6,763,957

 

Net income

 

 

249,127

 

 

 

525

 

 

 

 

 

 

249,652

 

 

 

2,673

 

 

 

252,325

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

36

 

 

 

36

 

 

 

271

 

 

 

307

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

11

 

 

 

5,314

 

 

 

5,325

 

 

 

17

 

 

 

5,342

 

Deferred compensation plan, net

 

 

(13

)

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

(13

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,000

 

 

 

13,000

 

Distributions to partners

 

 

(377,311

)

 

 

(777

)

 

 

 

 

 

(378,088

)

 

 

(4,526

)

 

 

(382,614

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

16,745

 

 

 

 

 

 

 

 

 

16,745

 

 

 

 

 

 

16,745

 

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

 

 

(213,851

)

 

 

 

 

 

 

 

 

(213,851

)

 

 

 

 

 

(213,851

)

Common units issued as a result of common stock issued by Parent Company, net of repurchases

 

 

(5,030

)

 

 

 

 

 

 

 

 

(5,030

)

 

 

 

 

 

(5,030

)

Balance at December 31, 2018

 

$

6,398,897

 

 

 

10,666

 

 

 

(927

)

 

 

6,408,636

 

 

 

41,532

 

 

 

6,450,168

 

 

75


 

 

 

 

General Partner

Preferred and

Common Units

 

 

Limited

Partners

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Total

Partners’

Capital

 

 

Noncontrolling

Interests in

Limited Partners’

Interest in

Consolidated

Partnerships

 

 

Total

Capital

 

Balance at December 31, 2018

 

$

6,398,897

 

 

 

10,666

 

 

 

(927

)

 

 

6,408,636

 

 

 

41,532

 

 

 

6,450,168

 

Net income

 

 

239,430

 

 

 

634

 

 

 

 

 

 

240,064

 

 

 

3,194

 

 

 

243,258

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

(31

)

 

 

(14,388

)

 

 

(14,419

)

 

 

(851

)

 

 

(15,270

)

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

12

 

 

 

3,318

 

 

 

3,330

 

 

 

(61

)

 

 

3,269

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,151

 

 

 

2,151

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

25,870

 

 

 

 

 

 

25,870

 

 

 

 

 

 

25,870

 

Distributions to partners

 

 

(392,027

)

 

 

(1,051

)

 

 

 

 

 

(393,078

)

 

 

(5,518

)

 

 

(398,596

)

Reallocation of limited partners' interest

 

 

(66

)

 

 

 

 

 

 

 

 

(66

)

 

 

66

 

 

 

 

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

16,254

 

 

 

 

 

 

 

 

 

16,254

 

 

 

 

 

 

16,254

 

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

 

 

(32,778

)

 

 

 

 

 

 

 

 

(32,778

)

 

 

 

 

 

(32,778

)

Common units issued as a result of common stock issued by Parent Company, net of repurchases

 

 

(4,365

)

 

 

 

 

 

 

 

 

(4,365

)

 

 

 

 

 

(4,365

)

Balance at December 31, 2019

 

$

6,225,345

 

 

 

36,100

 

 

 

(11,997

)

 

 

6,249,448

 

 

 

40,513

 

 

 

6,289,961

 

See accompanying notes to consolidated financial statements.

 

 

76


 

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2019, 2018, and 2017

(in thousands)

 

 

 

2019

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

243,258

 

 

 

252,325

 

 

 

178,980

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

374,283

 

 

 

359,688

 

 

 

334,201

 

Amortization of deferred loan costs and debt premiums

 

 

11,170

 

 

 

10,476

 

 

 

9,509

 

(Accretion) and amortization of above and below market lease intangibles, net

 

 

(43,867

)

 

 

(33,330

)

 

 

(23,144

)

Stock-based compensation, net of capitalization

 

 

14,339

 

 

 

13,635

 

 

 

20,549

 

Equity in income of investments in real estate partnerships

 

 

(60,956

)

 

 

(42,974

)

 

 

(43,341

)

Gain on sale of real estate, net of tax

 

 

(24,242

)

 

 

(28,343

)

 

 

(27,432

)

Provision for impairment, net of tax

 

 

54,174

 

 

 

38,437

 

 

 

 

Early extinguishment of debt

 

 

11,982

 

 

 

11,172

 

 

 

12,449

 

Deferred income tax benefit of taxable REIT subsidiary

 

 

 

 

 

 

 

 

(9,737

)

Distribution of earnings from investments in real estate partnerships

 

 

56,297

 

 

 

54,266

 

 

 

53,502

 

Settlement of derivative instrument

 

 

(6,870

)

 

 

 

 

 

76

 

Deferred compensation expense

 

 

5,169

 

 

 

(1,085

)

 

 

3,844

 

Realized and unrealized gain on investments

 

 

(5,433

)

 

 

1,177

 

 

 

(3,837

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(4,690

)

 

 

(26,374

)

 

 

(26,081

)

Deferred leasing costs

 

 

(6,777

)

 

 

(8,366

)

 

 

(14,448

)

Other assets

 

 

(1,570

)

 

 

(1,410

)

 

 

9,536

 

Accounts payable and other liabilities

 

 

4,175

 

 

 

(760

)

 

 

(2,114

)

Tenants’ security, escrow deposits and prepaid rent

 

 

829

 

 

 

11,793

 

 

 

(2,728

)

Net cash provided by operating activities

 

 

621,271

 

 

 

610,327

 

 

 

469,784

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate

 

 

(222,444

)

 

 

(85,289

)

 

 

(124,727

)

Advance deposits paid toward the acquisition of operating real estate

 

 

(125

)

 

 

 

 

 

(4,917

)

Acquisition of Equity One, net of cash and restricted cash acquired of $74,507

 

 

 

 

 

 

 

 

(646,790

)

Real estate development and capital improvements

 

 

(200,012

)

 

 

(226,191

)

 

 

(346,857

)

Proceeds from sale of real estate investments

 

 

137,572

 

 

 

250,445

 

 

 

110,015

 

Proceeds from property insurance casualty claims

 

 

9,350

 

 

 

 

 

 

 

(Issuance)/Collection of notes receivable

 

 

(547

)

 

 

15,648

 

 

 

(5,236

)

Investments in real estate partnerships

 

 

(66,921

)

 

 

(74,238

)

 

 

(23,529

)

Return of capital from investments in real estate partnerships

 

 

63,693

 

 

 

14,647

 

 

 

36,603

 

Dividends on investment securities

 

 

660

 

 

 

531

 

 

 

365

 

Acquisition of investment securities

 

 

(23,458

)

 

 

(23,164

)

 

 

(23,535

)

Proceeds from sale of investment securities

 

 

19,539

 

 

 

21,587

 

 

 

21,378

 

Net cash used in investing activities

 

 

(282,693

)

 

 

(106,024

)

 

 

(1,007,230

)

 

77


 

 

 

 

2019

 

 

2018

 

 

2017

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from common units issued as a result of common stock issued by Parent Company

 

 

 

 

 

 

 

 

88,458

 

Repurchase of common units in conjunction with tax withholdings on equity award plans

 

 

(6,204

)

 

 

(6,772

)

 

 

(18,649

)

Proceeds from treasury units issued as a result of treasury stock sold by Parent Company

 

 

9

 

 

 

99

 

 

 

100

 

Common shares repurchased through share repurchase program

 

 

(32,778

)

 

 

(213,851

)

 

 

 

Redemption of preferred partnership units

 

 

 

 

 

 

 

 

(325,000

)

Distributions to limited partners in consolidated partnerships, net

 

 

(3,367

)

 

 

(4,526

)

 

 

(8,139

)

Distributions to partners

 

 

(391,649

)

 

 

(376,755

)

 

 

(323,285

)

Distributions to preferred unit holders

 

 

 

 

 

 

 

 

(5,029

)

Repayment of fixed rate unsecured notes

 

 

(250,000

)

 

 

(150,000

)

 

 

 

Proceeds from issuance of fixed rate unsecured notes, net

 

 

723,571

 

 

 

299,511

 

 

 

953,115

 

Proceeds from unsecured credit facilities

 

 

560,000

 

 

 

575,000

 

 

 

1,100,000

 

Repayment of unsecured credit facilities

 

 

(785,000

)

 

 

(490,000

)

 

 

(755,000

)

Proceeds from notes payable

 

 

 

 

 

1,740

 

 

 

131,069

 

Repayment of notes payable

 

 

(55,680

)

 

 

(113,037

)

 

 

(232,839

)

Scheduled principal payments

 

 

(9,442

)

 

 

(9,964

)

 

 

(10,162

)

Payment of loan costs

 

 

(7,019

)

 

 

(9,448

)

 

 

(13,271

)

Early redemption costs

 

 

(10,647

)

 

 

(10,491

)

 

 

(12,420

)

Net cash (used in) provided by financing activities

 

 

(268,206

)

 

 

(508,494

)

 

 

568,948

 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

 

70,372

 

 

 

(4,191

)

 

 

31,502

 

Cash, cash equivalents, and restricted cash at beginning of the year

 

 

45,190

 

 

 

49,381

 

 

 

17,879

 

Cash, cash equivalents, and restricted cash at end of the year

 

$

115,562

 

 

 

45,190

 

 

 

49,381

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,192, $7,020, and $7,946 in 2019, 2018, and 2017, respectively)

 

$

136,139

 

 

 

136,645

 

 

 

109,956

 

Cash paid (received) for income taxes, net of refunds

 

$

1,225

 

 

 

5,455

 

 

 

(269

)

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued by Parent Company for partnership units exchanged

 

$

25,870

 

 

 

 

 

 

13,100

 

Mortgage loans for the acquisition of real estate

 

$

26,152

 

 

 

9,700

 

 

 

27,000

 

Change in fair value of securities available-for-sale

 

$

660

 

 

 

(206

)

 

 

(8

)

Change in accrued capital expenditures

 

$

10,704

 

 

 

 

 

 

 

Common stock issued by Parent Company for dividend reinvestment plan

 

$

1,429

 

 

 

1,333

 

 

 

1,210

 

Stock-based compensation capitalized

 

$

2,325

 

 

 

3,509

 

 

 

3,210

 

Contributions from limited partners in consolidated partnerships, net

 

$

66

 

 

 

13,000

 

 

 

186

 

Common stock issued for dividend reinvestment in trust

 

$

987

 

 

 

841

 

 

 

557

 

Contribution of stock awards into trust

 

$

2,582

 

 

 

1,314

 

 

 

1,372

 

Distribution of stock held in trust

 

$

197

 

 

 

524

 

 

 

677

 

Equity One Merger:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable assumed in Equity One merger, at fair value

 

$

 

 

 

 

 

 

757,399

 

Common stock exchanged for Equity One shares

 

$

 

 

 

 

 

 

4,471,808

 

See accompanying notes to consolidated financial statements.

78


 

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

1.

Summary of Significant Accounting Policies

 

(a)

Organization and Principles of Consolidation

General

Regency Centers Corporation (the “Parent Company”) began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership, has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $500 million of unsecured public and 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, 2019, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the “Company” or “Regency”) owned 303 properties and held partial interests in an additional 116 properties through unconsolidated Investments in real estate partnerships (also referred to as “joint ventures” or “co-investment partnerships”).

On March 1, 2017, Regency completed its merger with Equity One, whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company.     

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, collectability of accounts receivable and straight line rent receivable, goodwill, and acquired lease intangible assets and acquired lease intangible liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.

Consolidation

The accompanying consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the consolidated financial statements.

The Company consolidates properties that are wholly owned or properties where it owns less than 100%, but which it has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of 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.

 

 

79


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Ownership of the Parent Company

The Parent Company has a single class of common stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2019, the Parent Company owned approximately 99.6%, or 167,571,218, of the 168,317,651 outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties (“Exchangeable operating partnership units” or “EOP units”). The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

Regency has a partial ownership interest in 127 properties through partnerships, of which 11 are consolidated. Regency's partners include institutional investors, other real estate developers and/or operators. Regency has a variable interest in these entities through its equity interests. As managing member, Regency maintains the books and records and typically provides leasing and property management to the partnerships. The Partners’ level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to involvement in approving leases, operating budgets, and capital budgets. The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships or additional contributions by the partners.

 

 

Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.

 

o

Those partnerships in which Regency has a controlling financial interest are consolidated and the limited partners’ ownership interest and share of net income is recorded as noncontrolling interest.

 

o

Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. Distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a negative investment balance for one partnership, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years.

 

Those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities and reports the limited partners’ interest as noncontrolling interests.

80


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

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)

 

December 31, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Net real estate investments

 

$

325,464

 

 

 

112,085

 

Cash, cash equivalents, and restricted cash

 

 

57,269

 

 

 

7,309

 

Liabilities

 

 

 

 

 

 

 

 

Notes payable

 

 

17,740

 

 

 

18,432

 

Equity

 

 

 

 

 

 

 

 

Limited partners’ interests in consolidated partnerships

 

 

30,655

 

 

 

30,280

 

Noncontrolling Interests

Noncontrolling Interests of the Parent Company

The consolidated financial statements of the Parent Company include the following ownership interests held by owners other than the common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties (“Exchangeable operating partnership units”) and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited partners' interests in consolidated partnerships”). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.

In accordance with ASC Topic 480, Distinguishing Liabilities from Equity, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are to be classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated the conditions as specified under ASC Topic 480 as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock.   Each outstanding exchangeable operating partnership unit is exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require redemption in cash or other assets.

Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.

Noncontrolling Interests of the Operating Partnership

The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the agreement, the Company generally has the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital.  The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.

81


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

 

(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 designated 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”).  Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements.  Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and common area maintenance (“CAM”) costs (collectively “Recoverable Costs”) incurred.

Lease terms generally range from three to seven years for tenant space under 10,000 square feet (“Shop Space”) and in excess of five years for spaces greater than 10,000 square feet (“Anchor Tenants”).  Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease.  If a tenant does not exercise its option or otherwise negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space so it can be leased to a new tenant.  This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

On January 1, 2019, the Company adopted the new accounting guidance in Accounting Standards Codification (“ASC”) Topic 842, Leases, including all related Accounting Standard Updates (“ASU”).  The Company elected to use the alternative modified retrospective transition method provided in ASU 2018-11 (the “effective date method”).  Under this method, the effective date of January 1, 2019 is the date of initial application.  In connection with the adoption of Topic 842, the Company elected a package of practical expedients, transition options, and accounting policy elections as follows:

 

Package of practical expedients is applied to all leases, allowing the Company not to reassess (i) whether expired or existing contracts contain leases under the new definition of a lease, (ii) lease classification for expired or existing leases, and (iii) whether previously capitalized initial direct costs would qualify for capitalization under Topic 842;

 

For land easements, the Company elected not to assess at transition whether any expired or existing land easements are, or contain, leases if they were not previously accounted for as leases under the previous lease accounting standard (Topic 840);

 

Lessor separation and allocation practical expedient - Regency elected, as lessor, to aggregate non-lease components with the related lease component if certain conditions are met, and account for the combined component based on its predominant characteristic, which generally results in combining lease and non-lease components of its tenant lease contracts to a single line shown as Lease income in the accompanying Consolidated Statements of Operations; and

 

The Company made an accounting policy election to continue to exclude, from contract consideration, sales tax (and similar taxes) collected from lessees.

The Company's existing leases were not re-evaluated and continue to be classified as operating leases, as per the practical expedient package elected above.  New and modified leases will now require evaluation of specific classification criteria, which, based on the customary terms of the Company's leases, should continue to be 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, 2019, all of the Company’s leases were classified as operating leases.  

CAM is a non-lease component of the lease contract under Topic 842, and therefore would be accounted for under Topic 606, Revenue from Contracts with Customers, and presented separate from Lease income in the Consolidated Statements of Operations, based on an allocation of the overall consideration in the lease contract, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract.  As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company elected, as part of a practical expedient referred to above, to combine CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable at the commencement date.  At lease commencement,

82


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

the Company generally expects that collectibility 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 uncollectible Lease income is reversed in the period in which the Lease income is determined not to be probable of collection.  In addition to the lease-specific collectibility assessment performed under Topic 842, the Company also recognizes 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 following table represents the components of Tenant and other receivables in the accompanying Consolidated Balance Sheets:

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Billed tenant receivables

 

$

24,906

 

 

 

25,590

 

Accrued CAM, insurance and tax reimbursements

 

 

10,620

 

 

 

25,305

 

Other receivables

 

 

26,724

 

 

 

30,953

 

Straight-line rent receivables

 

 

107,087

 

 

 

105,677

 

Less: allowance for doubtful accounts (1)

 

 

 

 

 

(10,100

)

Less: straight-line rent reserves (1)

 

 

 

 

 

(5,066

)

Total tenant and other receivables, net

 

$

169,337

 

 

 

172,359

 

 

(1)

Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income and the related receivable.  Prior to 2019, uncollectible lease income was recorded as Provision for doubtful accounts included in Other operating expenses.

 

The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income.  Prior to 2019, uncollectible lease income was recorded as Provision for doubtful accounts included in Other operating expenses and Provision for straight line rent reserve included as a charge to Lease income.  The Company recorded the following provisions for doubtful accounts:

 

 

 

Year ended December 31,

 

(in thousands)

 

2018

 

 

2017

 

Gross provision for doubtful accounts

 

 

4,993

 

 

 

3,992

 

Provision for straight line rent reserve

 

 

1,741

 

 

 

1,129

 

 

Real Estate Sales

On January 1, 2018, the Company adopted the new accounting guidance for sales of nonfinancial assets (“Subtopic 610-20”). Beginning January 1, 2018, the Company derecognizes real estate and recognizes a gain or loss on sales of real estate when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. Any retained noncontrolling interest is measured at fair value. This change in accounting policy resulted in the recognition, through opening retained earnings on January 1, 2018, of $30.9 million of previously deferred gains from property sales to the Company's Investments in real estate partnerships.

Prior to January 1, 2018, the Company recognized profits from sales of real estate under the full accrual method by the Company when: (i) a sale was consummated; (ii) the buyer's initial and continuing investment was adequate to demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, was not subject to future subordination; (iv) the Company had transferred to the buyer the usual risks and rewards of ownership; and (v) the Company did not have substantial continuing involvement with the property.

83


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Management Services

On January 1, 2018, the Company adopted the new accounting guidance for revenue recognition (Topic 606 Revenue from Contracts with Customers, “Topic 606”) using a modified retrospective approach and applied the transition practical expedients allowed by the standard.

Subsequent to the adoption of Topic 606, the Company recognizes revenue 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 management, property management, and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.

Several of the Company’s partnership agreements provide for incentive payments, generally referred to as “promotes” or “earnouts,” to Regency for appreciation in property values in Regency's capacity as manager. The terms of these promotes are based on appreciation in real estate value over designated time intervals. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal. The Company did not recognize any promote revenue during the years ended December 31, 2019, 2018, or 2017.

Leasing Services

Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures’ shopping centers, at which time revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is generally due upon tenant opening or rent payments commencing.

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables, net, within the Consolidated Balance Sheets.

84


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

All income from management service contracts is included within Management, transaction and other fees on the Consolidated Statements of Operations.  Additionally, Other property income, which includes incidental income from the properties, is generally recognized at the point in time that the performance obligation is met.  The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts recognized are as follows:

 

 

 

 

 

Year ended December 31,

 

(in thousands)

 

Timing of

satisfaction of

performance

obligations

 

2019

 

 

2018

 

 

2017

 

Other property income

 

Point in time

 

$

9,201

 

 

 

8,711

 

 

 

7,982

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

 

14,744

 

 

 

14,663

 

 

 

13,917

 

Asset management services

 

Over time

 

 

7,135

 

 

 

7,213

 

 

 

7,090

 

Leasing services

 

Point in time

 

 

3,692

 

 

 

4,044

 

 

 

3,573

 

Other transaction fees

 

Point in time

 

 

4,065

 

 

 

2,574

 

 

 

1,578

 

Total management, transaction, and other fees

 

 

 

$

29,636

 

 

 

28,494

 

 

 

26,158

 

The accounts receivable for management services, which is included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $11.6 million and $12.5 million, as of December 31, 2019 and 2018.

 

(c)

Real Estate Investments

The following table details the components of Real estate assets in the Consolidated Balance Sheets:

 

(in thousands)

 

December 31, 2019

 

 

December 31, 2018

 

Land

 

$

4,288,695

 

 

$

4,205,445

 

Land improvements

 

 

607,624

 

 

 

613,847

 

Buildings

 

 

5,101,061

 

 

 

5,088,102

 

Building and tenant improvements

 

 

946,034

 

 

 

901,596

 

Construction in progress

 

 

151,880

 

 

 

54,172

 

Total real estate assets

 

$

11,095,294

 

 

 

10,863,162

 

Capitalization and Depreciation

Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and maintenance expense.

As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease.

Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.

Development and Redevelopment Costs

Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, development / redevelopment costs, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development or redevelopment. Interest

85


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs expended. The Company discontinues interest and real estate tax capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell.

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, 2019 and 2018, the Company had nonrefundable deposits and other pre development costs of approximately $17.7 million and $10.6 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, 2019, 2018, and 2017, the Company expensed pre-development costs of approximately $2.5 million, $1.9 million, and $1.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Acquisitions

Through June 30, 2017, the Company and its real estate partnerships accounted for operating property acquisitions as business combinations using the acquisition method. Effective July 1, 2017, upon the adoption of Accounting Standards Update (“ASU”) 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business, operating property acquisitions are generally considered asset acquisitions. The Company expenses transaction costs associated with business combinations in the period incurred and capitalizes transaction costs associated with asset acquisitions. Both business combinations and asset acquisitions require that the Company recognize and measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired (“acquiree”).

The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable. The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost or fair value less costs to sell.

Impairment

We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such indicators, management evaluates recoverability of the property's carrying amount. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash

86


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. If such indicators are not identified, management will not assess the recoverability of a property's carrying value. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore is subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

A loss in value of investments in real estate partnerships under the equity method of accounting, other than a temporary decline, must be recognized in the period in which the loss occurs. If management identifies indicators that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by calculating the fair value of the investment by discounting estimated future cash flows over the expected term of the investment.

Tax Basis

The net book basis of the Company's real estate assets exceeds the net tax basis by approximately $2.8 billion at both December 31, 2019 and 2018, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis.

 

(d)

Cash, Cash Equivalents, and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2019 and 2018, $2.5 million and $2.7 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 for the Equity One merger over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur.

The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the

87


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.

Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Investment income in the Consolidated Statements of Operations.

 

(f)

Deferred Leasing Costs

Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.

The adoption of Topic 842 on January 1, 2019 changed the treatment of leasing costs, such that non-contingent internal leasing and legal costs associated with leasing activities can no longer be capitalized.  The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant’s operating lease that would not have been incurred if the lease had not been obtained.  These costs generally consist of third party broker payments.

 

(g)

Derivative Financial Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.

All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company also utilizes 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 (“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

88


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.

In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

 

(h)

Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Each wholly-owned corporate subsidiary of the Operating Partnership has elected to be a TRS as defined in Section 856(l) of the Code. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.6% owner, is allocated its Pro-rata share of tax attributes.

The Company accounts for income taxes related to its TRS’s under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the 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 (2015 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.

The Tax Cuts and Jobs Act (the “Act”) was signed into law in December 2017. Key provisions in the Act have significant financial statement effects. These effects include remeasurement of deferred taxes, recognition of liabilities for taxes on mandatory deemed repatriation and certain other foreign income, and reassessment of the realizability of deferred tax assets. Because the asset and liability approach under ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, the effects were recognized in the Company's December 2017 financial statements, even though the effective date of the law for most provisions is January 1, 2018. The Company calculated the tax impact of the change in tax law. The revaluation of the deferred tax assets and liabilities at the appropriate tax rate resulted in a $9.7 million benefit recognized in earnings for 2017. To the extent that all information necessary was not available, prepared or analyzed, companies were allotted a measurement period to make adjustments for the effect of the law. The Company completed its analysis of the Act during 2018 and recorded an immaterial benefit in earnings.

89


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

 

(i)

Lease Obligations

The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases.  Accordingly, the Company owns only a long-term leasehold or similar interest in these properties.  The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business.   Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.

Upon the adoption of Topic 842, the Company recognized Lease liabilities on its Consolidated Balance Sheets for its ground and office leases of $225.4 million at January 1, 2019, and corresponding Right of use assets of $297.8 million, net of or including the opening balance for straight-line rent and above / below market ground lease intangibles related to these same ground and office leases.  A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease.  This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.

The ground and office lease expenses continue to be recognized on a straight-line basis over the term of the leases, including management's estimate of expected option renewal periods.  For ground leases, the Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.  

 

(j)

Earnings per Share and Unit

Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.

 

(k)

Stock-Based Compensation

The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.

When the Parent Company issues common stock as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.

 

(l)

Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.

The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data

90


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

for each property on an individual basis; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.

 

(m)

Business Concentration

Grocer anchor tenants represent approximately 23% of Pro-rata annual base rent. No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.

 

(n)

Fair Value of Assets and Liabilities

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

 

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a remeasurement event occurs.

 

(o)

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation, including amounts in Lease income and Other property income in the accompanying Consolidated Statements of Operations.

 

 

91


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

 

(p)

Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements and expected impact on our financial statements:

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements or other significant matters

Recently adopted:

 

 

 

 

 

 

 

 

 

 

 

 

 

Leases (Topic 842) and related updates:

ASU 2016-02, February 2016, Leases (Topic 842)

ASU 2018-10, July 2018:  Codification Improvements to Topic 842, Leases

ASU 2018-11, July 2018, Leases (Topic 842): Targeted Improvements

 

ASU 2018-20, December 2018, Leases (Topic 842): Narrow-Scope Improvements for Lessors

 

ASU 2019-01, March 2019, Leases (Topic 842): Codification Improvements

 

 

Topic 842 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets.  It also makes targeted changes to lessor accounting.

The provisions of these ASUs were effective as of January 1, 2019, with early adoption permitted.  Topic 842 provides a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief or an additional transition method, allowing for initial application at the date of adoption and a cumulative-effect adjustment to opening retained earnings.

See the updated Leases accounting policy disclosed in Note 1 and the added Leases disclosures in Note 7.

 

 

January 2019

 

The Company has completed its evaluation and adoption of this standard, as discussed in Note 1.  The Company utilized the alternative modified retrospective transition method provided in ASU 2018-11 (the “effective date method”), under which the effective date of January 1, 2019, is also the date of initial application.

See the updated Leases accounting policy disclosed in Note 1 and the added disclosures in Note 7, Leases.

Beyond the policy, presentation and disclosure changes discussed, the following changes had direct impact to Net Income from the adoptions of Topic 842:

Capitalization of indirect internal non-contingent lease costs and legal leasing costs are no longer permitted upon the adoption of this standard, which is resulting in an increase to Total operating expenses in the Consolidated Statements of Operations.

Previous capitalization of internal leasing costs was $6.5 million and $10.4 million during the years ended December 31, 2018 and 2017, respectively.

Previous capitalization of internal legal costs was $1.6 million and $1.2 million during the years ended December 31, 2018 and 2017, respectively, including our pro rata share recognized through Equity in income of investments in real estate partnerships.

 

 

 

 

 

 

 

 

 

92


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

 

 

 

 

 

 

 

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements or other significant matters

Not yet adopted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASU 2016-13, June 2016, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

This ASU also applies to how the Company evaluates impairments of any available-for-sale debt securities and any lease receivables arising from leases classified as sales-type or direct finance leases.

 

January 2020

 

The Company has evaluated this ASU and, based on the nature of financial instruments within scope of the standard, has determined that the impact of adoption is limited to recognizing impairments of available-for-sale debt securities in earnings.  The Company’s available-for-sale debt securities have a fair value of $10.8 million at December 31, 2019, as seen in note 11.  Additional disclosures, if material, are also required.  

 

 

 

 

 

 

 

ASU 2018-19, November 2018: Codification Improvements to Topic 326, Financial Instruments - Credit Losses

 

This ASU clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20.  Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases.

 

January 2020

 

The adoption of this ASU will not have a material impact on the Company’s financial statements and related disclosures.

See Leases section of Note 1 for disclosure of collectibility policy over lease receivables from operating leases.

 

 

 

 

 

 

 

ASU 2018-13, August 2018: Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

 

This ASU modifies the disclosure requirements for fair value measurements within the scope of Topic 820, Fair Value Measurements, including the removal and modification of certain existing disclosures, and the additional of new disclosures for certain types of fair value measurements.

 

January 2020

 

The Company has evaluated the impact of adopting this new accounting standard, whose impact is limited to fair value measurement disclosures.  Based on the nature of the Company’s fair value measurements and disclosure requirements, the adoption of this standard is not expected to have an impact on the Company’s financial statements or related disclosures.

 

 

 

 

 

 

 

ASU 2018-15, August 2018, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

 

The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU provides further clarification of the appropriate presentation of capitalized costs, the period over which to recognize the expense, the presentation within the Statements of Operations and Statements of Cash Flows, and the disclosure requirements.

Early adoption of the standard is permitted.

 

January 2020

 

The Company has evaluated the accounting standard, which is consistent with existing practice, and therefore it will not have a material impact on the Company’s financial statements and related disclosures.

 

 

 

 

 

 

 

 

 

93


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

2.

Real Estate Investments

Acquisitions

The following tables detail the shopping centers acquired or land acquired for development or redevelopment:

 

(in thousands)

 

December 31, 2019

 

Date

Purchased

 

Property Name

 

City/State

 

Property

Type

 

Purchase

Price

 

 

Debt

Assumed,

Net of

Premiums

 

 

Intangible

Assets

 

 

Intangible

Liabilities

 

1/8/2019

 

Pablo Plaza (1)

 

Jacksonville, FL

 

Operating

 

$

600

 

 

 

 

 

 

 

 

 

 

2/8/2019

 

Melrose Market

 

Seattle, WA

 

Operating

 

 

15,515

 

 

 

 

 

 

941

 

 

 

358

 

6/18/2019

 

The Field at Commonwealth Ph II (2)

 

Chantilly, VA

 

Development

 

 

4,083

 

 

 

 

 

 

 

 

 

 

6/21/2019

 

Culver Public Market

 

Culver City, CA

 

Development

 

 

1,279

 

 

 

 

 

 

 

 

 

 

6/28/2019

 

6401 Roosevelt

 

Seattle, WA

 

Operating

 

 

3,550

 

 

 

 

 

 

 

 

 

 

7/1/2019

 

The Pruneyard

 

Campbell, CA

 

Operating

 

 

212,500

 

 

 

 

 

 

16,991

 

 

 

5,833

 

9/17/2019

 

Circle Marina Center

 

Long Beach, CA

 

Operating

 

 

50,000

 

 

 

 

 

 

3,717

 

 

 

962

 

Total property acquisitions

 

 

 

 

$

287,527

 

 

 

 

 

 

21,649

 

 

 

7,153

 

(1)

The Company purchased a land parcel adjacent to the Company’s existing operating Pablo Plaza for redevelopment.

(2)

The Company purchased The Field at Commonwealth Ph II, which is land adjacent to an existing operating property, for future development.

 

(in thousands)

 

December 31, 2018

 

Date

Purchased

 

Property Name

 

City/State

 

Property

Type

 

Purchase

Price

 

 

Debt

Assumed,

Net of

Premiums

 

 

Intangible

Assets

 

 

Intangible

Liabilities

 

01/10/18

 

Hewlett Crossing I & II

 

Hewlett, NY

 

Operating

 

$

30,900

 

 

 

9,700

 

 

 

3,114

 

 

 

1,868

 

04/03/18

 

Rivertowns Square

 

Dobbs Ferry, NY

 

Operating

 

 

68,933

 

 

 

 

 

 

4,993

 

 

 

5,554

 

12/14/18

 

Pablo Plaza (1)

 

Jacksonville, FL

 

Operating

 

 

1,310

 

 

 

 

 

 

 

 

 

 

12/27/18

 

The Village at Hunter's Lake

 

Tampa, FL

 

Development

 

 

1,812

 

 

 

 

 

 

 

 

 

 

12/31/18

 

Carytown Exchange (2)

 

Richmond, VA

 

Development

 

 

13,284

 

 

 

 

 

 

264

 

 

 

 

Total property acquisitions

 

 

 

 

 

$

116,239

 

 

 

9,700

 

 

 

8,371

 

 

 

7,422

 

(1)

The Company purchased a 5,000 square foot building adjacent to the Company's existing operating Pablo Plaza for redevelopment.

(2)

The Company closed on the Carytown Exchange development, with a partner contributing land valued at $13 million which is recorded within Limited partners' interest in consolidated partnerships in the accompanying Consolidated Balance Sheets.  

Equity One Merger

General

On March 1, 2017, Regency completed its merger with Equity One, a NYSE listed shopping center company, whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company. Under the terms of the Merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock owned immediately prior to the effective time of the merger resulting in approximately 65.5 million Regency common shares being issued to effect the merger, with a total purchase price of $5.2 billion.

As part of the merger, Regency acquired 121 properties, including 8 properties held through co-investment partnerships. The consolidated net assets and results of operations of Equity One are included in the consolidated financial statements from the closing date, March 1, 2017, going forward and resulted in the following impact to Revenues and Net income attributable to common stockholders:

 

(in thousands)

 

Year ended December 31, 2017

 

Increase in total revenues

 

$

337,761

 

Increase in net income attributable to common stockholders

 

$

81,766

 

 

94


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

The Company incurred $80.7 million of merger-related transaction costs during the year ended December 31, 2017, which is recorded in Other operating expenses in the accompanying Consolidated Statements of Operations.

Pro forma Information (unaudited)

The following unaudited pro forma financial data includes the incremental revenues, operating expenses, depreciation and amortization, and costs of the Equity One acquisition as if it had occurred on January 1, 2016:

 

(in thousands, except per share data)

 

Year ended December 31, 2017

 

Total revenues

 

$

1,052,221

 

Income from operations (1)

 

 

281,393

 

Net income attributable to common stockholders (1)

 

 

262,270

 

Income per common share - basic

 

 

1.54

 

Income per common share - diluted

 

 

1.54

 

 

(1)

The pro forma earnings for the year ended December 31, 2017, were adjusted to exclude $103.6 million of merger costs, as if they had occurred during 2016.

 

The pro forma financial data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nor does it purport to represent the results of operations for future periods.

3.

Property Dispositions

Dispositions

The following table provides a summary of consolidated shopping centers and land parcels disposed of during the periods set forth below:

 

 

 

Year ended December 31,

 

(in thousands, except number sold data)

 

2019

 

 

2018

 

 

2017

 

Net proceeds from sale of real estate investments

 

$

137,572

 

 

 

250,445

 

 

 

110,015

 

Gain on sale of real estate, net of tax

 

$

24,242

 

 

 

28,343

 

 

 

27,432

 

Provision for impairment of real estate sold

 

$

1,836

 

 

 

31,041

 

 

 

 

Number of operating properties sold

 

 

7

 

 

 

10

 

 

 

6

 

Number of land parcels sold

 

 

6

 

 

 

9

 

 

 

9

 

 

At December 31, 2019, the Company also had one property classified as Properties held for sale on the Consolidated Balance Sheets, which sold in January 2020.

95


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

4.

Investments in Real Estate Partnerships

The Company invests in real estate partnerships, which consist of the following:

 

 

 

December 31, 2019

 

(in thousands)

 

Regency's

Ownership

 

 

Number of

Properties

 

 

Total

Investment

 

 

Total Assets

of the

Partnership

 

 

The

Company's

Share of

Net Income

of the

Partnership

 

 

Net Income

of the

Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

 

68

 

 

$

187,597

 

 

 

1,612,459

 

 

 

43,536

 

 

 

96,721

 

New York Common Retirement Fund (NYC) (1)

 

30.00%

 

 

 

6

 

 

 

41,422

 

 

 

260,512

 

 

 

(9,967

)

 

 

(5,832

)

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

 

7

 

 

 

9,201

 

 

 

139,253

 

 

 

1,626

 

 

 

8,406

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

 

13

 

 

 

39,453

 

 

 

385,960

 

 

 

1,748

 

 

 

8,742

 

Cameron Village, LLC (Cameron)

 

30.00%

 

 

 

1

 

 

 

10,641

 

 

 

96,101

 

 

 

1,062

 

 

 

3,572

 

RegCal, LLC (RegCal)

 

25.00%

 

 

 

6

 

 

 

26,417

 

 

 

109,226

 

 

 

3,796

 

 

 

16,276

 

US Regency Retail I, LLC (USAA) (2)

 

20.01%

 

 

 

7

 

 

 

 

 

 

87,231

 

 

 

1,028

 

 

 

5,137

 

Other investments in real estate partnerships (3)

 

18.38% - 50.00%

 

 

 

8

 

 

 

154,791

 

 

 

468,142

 

 

 

18,127

 

 

 

38,182

 

Total investments in real estate partnerships

 

 

 

 

 

 

116

 

 

$

469,522

 

 

 

3,158,884

 

 

 

60,956

 

 

 

171,204

 

(1)

During the third quarter of 2019, a $10.9 million impairment of real estate was recognized within the NYC partnership from changes in the expected hold periods of various properties.

(2)

The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency’s carrying value of its investment resulting in a negative investment balance of $3.9 million, which is recorded within Accounts Payable and other liabilities in the Consolidated Balance Sheets.

(3)

Includes our investment in the Town and Country shopping center, which began with an initial 9.38% ownership percent in 2018, with an additional 9.0% interest acquired during 2019.  In January 2020, we purchased our remaining 16.62% interest, bringing our total ownership interest to 35%.

 

 

 

 

December 31, 2018

 

(in thousands)

 

Regency's

Ownership

 

 

Number of

Properties

 

 

Total

Investment

 

 

Total Assets

of the

Partnership

 

 

The

Company's

Share of

Net Income

of the

Partnership

 

 

Net Income

of the

Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

 

70

 

 

$

189,381

 

 

 

1,646,448

 

 

 

29,614

 

 

 

74,139

 

New York Common Retirement Fund (NYC)

 

30.00%

 

 

 

6

 

 

 

54,250

 

 

 

277,626

 

 

 

490

 

 

 

2,239

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

 

7

 

 

 

13,625

 

 

 

141,807

 

 

 

1,311

 

 

 

6,650

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

 

13

 

 

 

38,110

 

 

 

377,121

 

 

 

4,673

 

 

 

23,367

 

Cameron Village, LLC (Cameron)

 

30.00%

 

 

 

1

 

 

 

11,169

 

 

 

98,633

 

 

 

943

 

 

 

3,177

 

RegCal, LLC (RegCal)

 

25.00%

 

 

 

7

 

 

 

31,235

 

 

 

139,844

 

 

 

1,542

 

 

 

6,167

 

US Regency Retail I, LLC (USAA) (1)

 

20.01%

 

 

 

7

 

 

 

 

 

 

89,524

 

 

 

937

 

 

 

4,685

 

Other investments in real estate partnerships

 

9.38% - 50.00%

 

 

 

9

 

 

 

125,231

 

 

 

456,828

 

 

 

3,464

 

 

 

8,661

 

Total investments in real estate partnerships

 

 

 

 

 

 

120

 

 

$

463,001

 

 

 

3,227,831

 

 

 

42,974

 

 

 

129,085

 

(1)

The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency’s carrying value of its investment resulting in a negative investment balance, which is recorded within Accounts Payable and other liabilities in the Consolidated Balance Sheets.

96


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:

 

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Investments in real estate, net

 

$

2,917,415

 

 

 

3,001,481

 

Acquired lease intangible assets, net

 

 

40,549

 

 

 

57,053

 

Other assets

 

 

200,920

 

 

 

169,297

 

Total assets

 

$

3,158,884

 

 

 

3,227,831

 

Notes payable

 

$

1,577,467

 

 

 

1,609,647

 

Acquired lease intangible liabilities, net

 

 

44,387

 

 

 

49,501

 

Other liabilities

 

 

96,388

 

 

 

90,577

 

Capital - Regency

 

 

508,875

 

 

 

498,852

 

Capital - Third parties

 

 

931,767

 

 

 

979,254

 

Total liabilities and capital

 

$

3,158,884

 

 

 

3,227,831

 

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:

 

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Capital - Regency

 

$

508,875

 

 

 

498,852

 

Basis difference

 

 

(43,296

)

 

 

(39,364

)

Negative investment in USAA (1)

 

 

3,943

 

 

 

3,513

 

Investments in real estate partnerships

 

$

469,522

 

 

 

463,001

 

 

(1)

The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment resulting in a negative investment balance, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets. 

 

The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Total revenues

 

$

417,053

 

 

 

414,631

 

 

 

396,596

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

97,844

 

 

 

99,847

 

 

 

99,327

 

Operating and maintenance

 

 

65,811

 

 

 

66,299

 

 

 

58,283

 

General and administrative

 

 

6,201

 

 

 

5,697

 

 

 

5,582

 

Real estate taxes

 

 

53,410

 

 

 

54,119

 

 

 

49,904

 

Other operating expenses

 

 

2,709

 

 

 

2,700

 

 

 

4,574

 

Total operating expenses

 

$

225,975

 

 

 

228,662

 

 

 

217,670

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

75,449

 

 

 

73,508

 

 

 

73,244

 

Gain on sale of real estate

 

 

(64,798

)

 

 

(16,624

)

 

 

(34,276

)

Provision for impairment, net of tax

 

 

9,223

 

 

 

 

 

 

 

Total other expense (income)

 

 

19,874

 

 

 

56,884

 

 

 

38,968

 

Net income of the Partnerships

 

$

171,204

 

 

 

129,085

 

 

 

139,958

 

The Company's share of net income of the Partnerships

 

$

60,956

 

 

 

42,974

 

 

 

43,341

 

97


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships, which had no such acquisitions in 2019:

 

(in thousands)

 

Year ended December 31, 2018

 

Date

Purchased

 

Property

Name

 

City/State

 

Property

Type

 

Co-investment

Partner

 

Ownership

%

 

 

Purchase

Price

 

 

Debt

Assumed,

Net of

Premiums

 

 

Intangible

Assets

 

 

Intangible

Liabilities

 

01/02/18

 

Ballard Blocks I

 

Seattle, WA

 

Operating

 

Other

 

 

49.90

%

 

$

54,500

 

 

 

 

 

 

3,668

 

 

 

2,350

 

01/02/18

 

Ballard Blocks II

 

Seattle, WA

 

Development

 

Other

 

 

49.90

%

 

 

4,000

 

 

 

 

 

 

 

 

 

 

01/05/18

 

The District at Metuchen

 

Metuchen, NJ

 

Operating

 

Columbia II

 

 

20.00

%

 

 

33,830

 

 

 

 

 

 

3,147

 

 

 

1,905

 

05/18/18

 

Crossroads Commons II

 

Boulder, CO

 

Operating

 

Columbia I

 

 

20.00

%

 

 

10,500

 

 

 

 

 

 

447

 

 

 

769

 

09/07/18

 

Ridgewood Shopping Center

 

Raleigh, NC

 

Operating

 

Columbia II

 

 

20.00

%

 

 

45,800

 

 

 

10,233

 

 

 

3,372

 

 

 

2,278

 

12/17/18

 

Shoppes at Bartram Park

 

Jacksonville, FL

 

Operating (1)

 

Other

 

 

50.00

%

 

 

984

 

 

 

 

 

 

 

 

 

 

12/14/18

 

Town and Country Center

 

Los Angeles, CA

 

Operating

 

Other

 

 

9.38

%

 

 

197,248

 

 

 

90,000

 

 

 

3,255

 

 

 

5,650

 

Total property acquisitions

 

 

 

 

 

 

 

 

 

 

 

$

346,862

 

 

 

100,233

 

 

 

13,889

 

 

 

12,952

 

(1)

Land parcels purchased as additions to the existing operating property.

Dispositions

The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real estate partnerships:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Proceeds from sale of real estate investments

 

$

142,754

 

 

 

27,144

 

 

 

73,122

 

Gain on sale of real estate

 

$

64,798

 

 

 

16,624

 

 

 

34,276

 

The Company's share of gain on sale of real estate

 

$

29,422

 

 

 

3,608

 

 

 

6,591

 

Number of operating properties sold

 

 

4

 

 

 

1

 

 

 

3

 

Number of land out-parcels sold

 

 

 

 

 

2

 

 

 

1

 

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2019 were as follows:

 

(in thousands)

Scheduled Principal Payments and Maturities by Year:

 

Scheduled

Principal

Payments

 

 

Mortgage

Loan

Maturities

 

 

Unsecured

Maturities

 

 

Total

 

 

Regency’s

Pro-Rata

Share

 

2020

 

$

17,043

 

 

 

338,608

 

 

 

 

 

 

355,651

 

 

 

115,953

 

2021

 

 

11,048

 

 

 

269,942

 

 

 

19,635

 

 

 

300,625

 

 

 

104,375

 

2022

 

 

7,811

 

 

 

170,702

 

 

 

 

 

 

178,513

 

 

 

68,417

 

2023

 

 

2,989

 

 

 

171,608

 

 

 

 

 

 

174,597

 

 

 

65,096

 

2024

 

 

1,513

 

 

 

33,690

 

 

 

 

 

 

35,203

 

 

 

14,160

 

Beyond 5 Years

 

 

6,555

 

 

 

534,233

 

 

 

 

 

 

540,788

 

 

 

160,472

 

Net unamortized loan costs, debt premium / (discount)

 

 

 

 

 

(7,910

)

 

 

 

 

 

(7,910

)

 

 

(2,425

)

Total notes payable

 

$

46,959

 

 

 

1,510,873

 

 

 

19,635

 

 

 

1,577,467

 

 

 

526,048

 

98


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

These fixed and variable rate loans are all non-recourse to the partnerships, and mature through 2034, with 91.4% having a weighted average fixed interest rate of 4.48%. The remaining notes payable float over LIBOR and had a weighted average variable interest rate of 3.95% at December 31, 2019. Maturing loans will be repaid from proceeds from refinancing, partner capital contributions, or a combination thereof. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

Management fee income

In addition to earning our Pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees, as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Asset management, property management, leasing, and investment and financing services

 

$

28,878

 

 

 

27,873

 

 

 

25,260

 

 

5.

Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets:

 

(in thousands)

 

December 31, 2019

 

 

December 31, 2018

 

Goodwill

 

$

307,434

 

 

 

314,143

 

Investments

 

 

50,354

 

 

 

41,287

 

Prepaid and other

 

 

18,169

 

 

 

17,937

 

Derivative assets

 

 

2,987

 

 

 

17,482

 

Furniture, fixtures, and equipment, net

 

 

7,098

 

 

 

6,127

 

Deferred financing costs, net

 

 

4,687

 

 

 

6,851

 

Total other assets

 

$

390,729

 

 

 

403,827

 

The following table presents the goodwill balances and activity during the year to date periods ended:

 

 

 

December 31, 2019

 

 

December 31, 2018

 

(in thousands)

 

Goodwill

 

 

Accumulated

Impairment

Losses

 

 

Total

 

 

Goodwill

 

 

Accumulated

Impairment

Losses

 

 

Total

 

Beginning of year balance

 

$

316,858

 

 

 

(2,715

)

 

 

314,143

 

 

 

331,884

 

 

 

 

 

 

331,884

 

Goodwill resulting from Equity One merger

 

 

 

 

 

 

 

 

 

 

 

500

 

 

 

 

 

 

500

 

Goodwill allocated to Provision for impairment

 

 

 

 

 

(2,954

)

 

 

(2,954

)

 

 

 

 

 

(12,628

)

 

 

(12,628

)

Goodwill allocated to Properties held for sale

 

 

(2,472

)

 

 

 

 

 

(2,472

)

 

 

(1,159

)

 

 

 

 

 

(1,159

)

Goodwill associated with disposed reporting units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill allocated to Provision for impairment

 

 

(1,779

)

 

 

1,779

 

 

 

 

 

 

(9,913

)

 

 

9,913

 

 

 

 

Goodwill allocated to Gain on sale of real estate

 

 

(2,219

)

 

 

936

 

 

 

(1,283

)

 

 

(4,454

)

 

 

 

 

 

(4,454

)

End of year balance

 

$

310,388

 

 

 

(2,954

)

 

 

307,434

 

 

 

316,858

 

 

 

(2,715

)

 

 

314,143

 

During the year ended December 31, 2019, the Company recognized a $3.0 million provision for impairment of goodwill on two reporting units due to changes in the use and expected hold period of the operating properties.  During the year ended December 31, 2018, the Company recognized $12.6 million provision for impairment of goodwill on ten reporting units  that sold or were expected to sell.

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.

 

99


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

6.

Acquired Lease Intangibles

The Company had the following acquired lease intangibles:

 

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

In-place leases

 

$

438,188

 

 

$

457,379

 

Above-market leases

 

 

63,944

 

 

 

57,294

 

Below-market ground leases (1)

 

 

 

 

 

92,085

 

Total intangible assets

 

$

502,132

 

 

 

606,758

 

Accumulated amortization

 

 

(259,310

)

 

 

(219,689

)

Acquired lease intangible assets, net

 

$

242,822

 

 

 

387,069

 

Below-market leases

 

 

558,936

 

 

$

584,371

 

Above-market ground leases (1)

 

 

 

 

 

5,101

 

Total intangible liabilities

 

 

558,936

 

 

 

589,472

 

Accumulated amortization

 

 

(131,676

)

 

 

(92,746

)

Acquired lease intangible liabilities, net

 

$

427,260

 

 

 

496,726

 

 

(1)

On January 1, 2019, the Company adopted the new accounting guidance in ASC Topic 842, Leases, including all related ASUs, and correspondingly reclassified Below-market ground leases and Above-market ground leases against the Company’s Right of use asset.  

 

The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:

 

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

 

Line item in Consolidated Statements of Operations

In-place lease amortization

 

$

60,250

 

 

 

76,649

 

 

 

88,284

 

 

Depreciation and amortization

Above-market lease amortization

 

 

9,112

 

 

 

10,433

 

 

 

9,443

 

 

Lease income

Below-market ground lease amortization (1)

 

 

 

 

 

1,688

 

 

 

1,886

 

 

Operating and maintenance

Acquired lease intangible asset amortization

 

$

69,362

 

 

 

88,770

 

 

 

99,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market lease amortization

 

$

54,730

 

 

 

45,561

 

 

 

34,786

 

 

Lease income

Above-market ground lease amortization (1)

 

 

 

 

 

94

 

 

 

136

 

 

Operating and maintenance

Acquired lease intangible liability amortization

 

$

54,730

 

 

 

45,655

 

 

 

34,922

 

 

 

 

(1)

On January 1, 2019, the Company adopted the new accounting guidance in ASC Topic 842, Leases, including all related ASUs, and correspondingly reclassified Below-market ground leases and Above-market ground leases against the Company’s Right of use asset.

 

The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:

 

(in thousands)

 

 

 

 

 

 

 

 

In Process Year Ending

December 31,

 

Amortization of

In-place lease intangibles

 

 

Net accretion of Above

/ Below market lease

intangibles

 

2020

 

 

42,998

 

 

$

37,593

 

2021

 

 

32,551

 

 

 

24,120

 

2022

 

 

24,928

 

 

 

22,228

 

2023

 

 

19,682

 

 

 

21,379

 

2024

 

 

15,395

 

 

 

19,346

 

 

 

100


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

7.

Leases

Lessor Accounting

The Company's Lease income is comprised of both fixed and variable income, as follows:

Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance. Income for these amounts is recognized on a straight- line basis.

Variable lease income includes the following two main items in the lease contracts:

 

(i)

Recoveries from tenants represents amounts which tenants are contractually obligated to reimburse the Company for the tenants’ portion of actual Recoverable Costs incurred.  Generally the Company’s leases provide for the tenants to reimburse the Company based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.

 

(ii)

Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized under ASC Topic 842, Leases, as either fixed or variable lease income based on the criteria specified in ASC 842:

(in thousands)

 

December 31, 2019

 

Operating lease income

 

 

 

 

Fixed and in-substance fixed lease income

 

$

806,442

 

Variable lease income

 

 

247,861

 

Other lease related income, net:

 

 

 

 

Above/below market rent and tenant rent inducement amortization

 

 

45,392

 

Uncollectible amounts in lease income

 

 

(5,394

)

Total lease income

 

$

1,094,301

 

Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:

 

(in thousands)

 

 

 

 

For the year ended December 31,

 

December 31, 2019

 

2020

 

$

775,723

 

2021

 

 

706,016

 

2022

 

 

615,224

 

2023

 

 

511,104

 

2024

 

 

411,308

 

Thereafter

 

 

1,500,745

 

Total

 

$

4,520,120

 

 

(in thousands)

 

 

 

 

For the year ended December 31,

 

December 31, 2018

 

2019

 

$

761,151

 

2020

 

 

693,848

 

2021

 

 

608,587

 

2022

 

 

516,369

 

2023

 

 

414,424

 

Thereafter

 

 

1,691,203

 

Total

 

$

4,685,582

 

Lessee Accounting

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.

101


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

The Company has 22 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties.  Accordingly, the Company owns only a long-term leasehold or similar interest in these properties.  These ground leases expire through the year 2101, and in most cases, provide for renewal options.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business.  Office leases expire through the year 2029, and in many cases, provide for renewal options.

The ground and office lease expense is recognized on a straight-line basis over the term of the leases, including management's estimate of expected option renewal periods.  Operating lease expense under the Company's ground and office leases was as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:

 

(in thousands)

 

December 31, 2019

 

Fixed operating lease expense

 

 

 

 

Ground leases

 

$

13,982

 

Office leases

 

 

4,229

 

Total fixed operating lease expense

 

 

18,211

 

Vaiable lease expense

 

 

 

 

Ground leases

 

 

1,693

 

Office leases

 

 

552

 

Total variable lease expense

 

 

2,245

 

Total lease expense

 

$

20,456

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

 

 

 

Operating cash flows for operating leases

 

$

14,815

 

Operating lease expense under the Company's ground and office leases was $20.5 million, $19.1 million and $18.4 million for the years ended December 31, 2019, 2018, and 2017 respectively, which includes fixed and variable rent expense.

The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities under ground and office leases as of December 31, 2019, and provides a reconciliation to the Lease liability included in the accompanying Consolidated Balance Sheets:

 

(in thousands)

 

Lease Liabilities

 

For the year ended December 31,

 

Ground Leases

 

 

Office Leases

 

 

Total

 

2020

 

$

10,697

 

 

 

5,152

 

 

 

15,849

 

2021

 

 

10,671

 

 

 

4,149

 

 

 

14,820

 

2022

 

 

10,698

 

 

 

3,188

 

 

 

13,886

 

2023

 

 

10,915

 

 

 

2,410

 

 

 

13,325

 

2024

 

 

10,964

 

 

 

1,939

 

 

 

12,903

 

Thereafter

 

 

553,116

 

 

 

4,404

 

 

 

557,520

 

Total undiscounted lease liabilities

 

$

607,061

 

 

 

21,242

 

 

 

628,303

 

Present value discount

 

 

(403,237

)

 

 

(2,148

)

 

 

(405,385

)

Lease liabilities

 

$

203,824

 

 

 

19,094

 

 

 

222,918

 

Weighted average discount rate

 

 

5.2

%

 

 

3.9

%

 

 

 

 

Weighted average remaining term (in years)

 

 

49.2

 

 

 

5.5

 

 

 

 

 

102


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

The following table summarizes the future obligations under non-cancelable operating leases, excluding unexercised renewal options, as of December 31, 2018:

 

(in thousands)

 

Future Lease Obligations

 

For the year ended December 31,

 

Ground Leases

 

 

Office Leases

 

 

Total

 

2019

 

$

10,672

 

 

 

4,405

 

 

 

15,077

 

2020

 

 

10,439

 

 

 

4,294

 

 

 

14,733

 

2021

 

 

10,344

 

 

 

3,549

 

 

 

13,893

 

2022

 

 

10,258

 

 

 

2,893

 

 

 

13,151

 

2023

 

 

10,369

 

 

 

2,189

 

 

 

12,558

 

Thereafter

 

 

461,762

 

 

 

5,944

 

 

 

467,706

 

Total

 

$

513,844

 

 

 

23,274

 

 

 

537,118

 

 

8.

Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary (“TRS”) entities, which are subject to federal and state income taxes.

The following table summarizes the tax status of dividends paid on our common shares:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Dividend per share

 

$

2.34

 

 

 

2.22

 

 

 

2.10

 

Ordinary income

 

 

97

%

 

 

98

%

 

 

86

%

Capital gain

 

 

3

%

 

 

%

 

 

10

%

Return of capital

 

 

%

 

 

%

 

 

4

%

Qualified dividend income

 

 

%

 

 

2

%

 

 

%

Section 199A dividend

 

 

97

%

 

 

98

%

 

 

%

 

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2019, 2018, and 2017 was as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

$

1,576

 

 

 

5,667

 

 

 

1,168

 

Deferred

 

 

(331

)

 

 

(5,145

)

 

 

(10,815

)

Total income tax expense (benefit) (1)

 

$

1,245

 

 

 

522

 

 

 

(9,647

)

 

(1)

Includes $757,000, $706,000 and $90,000 of tax expense presented within Other operating expenses during the years ended December 31, 2019, 2018, and 2017, respectively. Additionally, $488,000 and ($184,000) of tax expense (benefit) is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2019 and 2018, respectively.

 

103


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

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:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Computed expected tax expense (benefit)

 

$

1,587

 

 

 

(584

)

 

 

1,190

 

State income tax, net of federal benefit

 

 

650

 

 

 

636

 

 

 

108

 

Valuation allowance

 

 

(91

)

 

 

(392

)

 

 

(1,512

)

Tax rate change

 

 

 

 

 

 

 

 

(9,737

)

Permanent items

 

 

(819

)

 

 

1,067

 

 

 

 

All other items

 

 

(82

)

 

 

(205

)

 

 

304

 

Total income tax expense (benefit) (1)

 

 

1,245

 

 

 

522

 

 

 

(9,647

)

Income tax expense (benefit) attributable to operations (1)

 

$

1,245

 

 

 

522

 

 

 

(9,647

)

 

(1)

Includes $757,000, $706,000, and $90,000 of tax expense presented within Other operating expenses during the years ended December 31, 2019, 2018, and 2017, respectively. Additionally, $488,000 and ($184,000) of tax expense (benefit) is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2019 and 2018, respectively.

 

The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:

 

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Deferred tax assets

 

 

 

 

 

 

 

 

Provision for impairment

 

$

 

 

 

3,785

 

Deferred interest expense

 

 

1,341

 

 

 

2,617

 

Capitalized costs under Section 263A

 

 

 

 

 

713

 

Net operating loss carryforward

 

 

106

 

 

 

166

 

Other

 

 

88

 

 

 

2,123

 

Deferred tax assets

 

 

1,535

 

 

 

9,404

 

Valuation allowance

 

 

(680

)

 

 

(7,907

)

Deferred tax assets, net

 

$

855

 

 

 

1,497

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Straight line rent

 

$

(100

)

 

 

(565

)

Fixed assets

 

 

(14,404

)

 

 

(14,829

)

Deferred tax liabilities

 

 

(14,504

)

 

 

(15,394

)

Net deferred tax liabilities

 

$

(13,649

)

 

 

(13,897

)

 

The net deferred tax liability decreased during 2019 primarily due to the depreciation of property at TRS entities. Also, during 2019, the Company converted one of its TRS entities to a REIT which resulted in the reversal of that entities’ deferred tax assets, liabilities, and valuation allowance.  The Company believes it is more likely than not that a portion of the remaining deferred tax assets, which primarily consist of net operating losses and deferred interest expense, will not be realized unless tax planning strategies are implemented.  

 

104


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

9.

Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt consists of the following:

 

 

 

Maturing

Through

 

Weighted

Average

Contractual

Rate

 

 

Weighted

Average

Effective

Rate

 

 

December 31,

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

10/1/2036

 

4.4%

 

 

4.0%

 

 

$

342,020

 

 

$

403,306

 

Variable rate mortgage loans (1)

 

6/2/2027

 

3.2%

 

 

3.3%

 

 

 

148,389

 

 

 

127,850

 

Fixed rate unsecured public and private debt

 

3/15/2049

 

3.9%

 

 

4.1%

 

 

 

2,944,752

 

 

 

2,475,322

 

Total notes payable

 

 

 

 

 

 

 

 

 

 

 

$

3,435,161

 

 

 

3,006,478

 

Unsecured credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Line of Credit (2)

 

3/23/2022

 

2.7%

 

 

2.9%

 

 

$

220,000

 

 

$

145,000

 

Term Loans

 

1/5/2022

 

2.0%

 

 

2.1%

 

 

 

264,383

 

 

 

563,734

 

Total unsecured credit facilities

 

 

 

 

 

 

 

 

 

 

 

$

484,383

 

 

 

708,734

 

Total debt outstanding

 

 

 

 

 

 

 

 

 

 

 

$

3,919,544

 

 

 

3,715,212

 

(1)

Includes six mortgages, whose interest varies on LIBOR based formulas. Four of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.5% to 4.1%.  The weighted average contractual and effective rates above are based on the rates with the interest rate swaps.

(2)

Maturity is subject to two six month extensions at the Company's option. The weighted average contractual and effective interest rates for the Line are calculated based on a fully drawn Line balance.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be prepaid, 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 prepaid 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, 2019, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the “Line”) and an unsecured term loan (the “Term Loan”) under separate credit agreements with a syndicate of banks.

The Line has a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit. The Line bears interest at a variable rate of LIBOR plus 0.875% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating.

The Term Loan bears interest at a variable rate based on LIBOR plus 0.95% and has an interest rate swap in place to fix the interest rate at 2.0%, as discussed further in note 10.

The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements, such as Ratio of Indebtedness to Total Asset Value (“TAV”), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2019, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loans.

105


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:

 

(in thousands)

 

December 31, 2019

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled

Principal

Payments

 

 

Mortgage

Loan

Maturities

 

 

Unsecured

Maturities (1)

 

 

Total

 

2020

 

$

11,285

 

 

 

39,074

 

 

 

 

 

 

50,359

 

2021

 

 

11,598

 

 

 

74,101

 

 

 

 

 

 

85,699

 

2022

 

 

11,797

 

 

 

5,848

 

 

 

785,000

 

 

 

802,645

 

2023

 

 

10,124

 

 

 

59,374

 

 

 

 

 

 

69,498

 

2024

 

 

5,301

 

 

 

90,742

 

 

 

250,000

 

 

 

346,043

 

Beyond 5 Years

 

 

21,712

 

 

 

145,303

 

 

 

2,425,000

 

 

 

2,592,015

 

Unamortized debt premium/(discount) and issuance costs

 

 

 

 

 

4,150

 

 

 

(30,865

)

 

 

(26,715

)

Total notes payable

 

$

71,817

 

 

 

418,592

 

 

 

3,429,135

 

 

 

3,919,544

 

 

(1)

Includes unsecured public and private debt and unsecured credit facilities.

The Company has $39.1 million of debt maturing over the next twelve months, which is in the form of non-recourse mortgage loans. The Company currently intends to repay the maturing balances and leave the properties unencumbered. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.

 

10.

Derivative Financial Instruments

The 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at December 31,

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets (Liabilities) (1)

 

Effective

Date

 

Maturity

Date

 

Notional

Amount

 

 

Bank Pays Variable

Rate of

 

Regency Pays

Fixed Rate of

 

 

2019

 

 

2018

 

12/6/18

 

6/28/19

 

$

250,000

 

 

30 year U.S. Treasury (2)

 

 

3.147

%

 

$

 

 

$

(5,491

)

4/3/17

 

12/2/20

 

 

300,000

 

 

1 Month LIBOR with Floor (3)

 

 

1.824

%

 

 

 

 

 

3,759

 

8/1/16

 

1/5/22

 

 

265,000

 

 

1 Month LIBOR with Floor

 

 

1.053

%

 

 

2,674

 

 

 

10,838

 

4/7/16

 

4/1/23

 

 

19,767

 

 

1 Month LIBOR

 

 

1.303

%

 

 

148

 

 

 

880

 

12/1/16

 

11/1/23

 

 

32,952

 

 

1 Month LIBOR

 

 

1.490

%

 

 

84

 

 

 

1,376

 

9/17/19

 

3/17/25

 

 

24,000

 

 

1 Month LIBOR

 

 

1.542

%

 

 

81

 

 

 

 

6/2/17

 

6/2/27

 

 

37,166

 

 

1 Month LIBOR with Floor

 

 

2.366

%

 

 

(1,515

)

 

 

629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total derivative financial instruments

 

 

 

 

 

 

 

 

$

1,472

 

 

 

11,991

 

(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)

On March 7, 2019, the Company settled its 30 year Treasury rate lock in connection with its issuance of the $300 million 4.65% unsecured notes due March 2049 for $5.7 million, which is included in the balance of Accumulated other comprehensive income (loss) ("AOCI") and will be amortized and reclassified to earnings over the 30 year term of the hedged transaction.

(3)

On August 14, 2019, the Company paid an interest rate swap breakage fee of approximately $1.1 million to settle its interest rate swap in connection with the repayment in full of its $300 million term loan that was due to mature in December 2020.  This breakage fee is included in Early extinguishment of debt in the accompanying Consolidated Statements of Operations.

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, 2019, does not have any derivatives that are not designated as hedges. The Company has master netting agreements; however, the Company does not have multiple derivatives subject to a single master netting agreement with the same counterparties.  Therefore, none are offset in the accompanying Consolidated Balance Sheets.

106


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

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

 

 

Location and Amount of Gain (Loss)

Reclassified from AOCI into Income

 

 

Total amounts presented in the Consolidated

Statements of Operations in which the effects

of cash flow hedges are recorded

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

2019

 

 

2018

 

 

2017

 

Interest

rate swaps

 

$

(15,585

)

 

 

402

 

 

 

1,151

 

 

Interest

expense, net

 

$

3,269

 

 

 

5,342

 

 

 

11,103

 

 

Interest

expense, net

 

$

151,264

 

 

 

148,456

 

 

 

132,629

 

 

As of December 31, 2019, the Company expects $4.1 million of net deferred losses on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months. Included in the reclassification is $4.3 million which is related to previously settled swaps on the Company's ten and thirty year fixed rate unsecured debt.

11.

Fair Value Measurements

 

(a)

Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except for the following:

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

(in thousands)

 

Carrying

Amount

 

 

Fair Value

 

 

Carrying

Amount

 

 

Fair Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

3,435,161

 

 

 

3,688,604

 

 

$

3,006,478

 

 

 

2,961,769

 

Unsecured credit facilities

 

$

484,383

 

 

 

489,496

 

 

$

708,734

 

 

 

710,902

 

 

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, 2019 and 2018. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

 

(b)

Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and includes unrealized (gains) losses of ($3.8) million, $3.3 million, and ($1.1) million for the years ended December 31, 2019, 2018, and 2017, respectively.

107


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

 

 

 

Fair Value Measurements as of December 31, 2019

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

39,599

 

 

 

39,599

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

10,755

 

 

 

 

 

 

10,755

 

 

 

 

Interest rate derivatives

 

 

2,987

 

 

 

 

 

 

2,987

 

 

 

 

Total

 

$

53,341

 

 

 

39,599

 

 

 

13,742

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(1,515

)

 

 

 

 

 

(1,515

)

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2018

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

33,354

 

 

 

33,354

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

7,933

 

 

 

 

 

 

7,933

 

 

 

 

Interest rate derivatives

 

 

17,482

 

 

 

 

 

 

17,482

 

 

 

 

Total

 

$

58,769

 

 

 

33,354

 

 

 

25,415

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(5,491

)

 

 

 

 

 

(5,491

)

 

 

 

 

108


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis:

 

 

 

Fair Value Measurements as of December 31, 2019

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

 

Total Gains (Losses)

 

Operating properties

 

$

71,131

 

 

 

 

 

 

28,131

 

 

 

43,000

 

 

 

(50,553

)

 

 

 

Fair Value Measurements as of December 31, 2018

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs

(Level 3)

 

 

Total Gains (Losses)

 

Operating properties

 

$

42,760

 

 

 

 

 

 

42,760

 

 

 

 

 

 

(6,579

)

During the year ended December 31, 2019, the Company recorded a $50.5 million Provision for impairment on two operating properties which are classified as held and used.  One property was remeasured to fair value based on its expected selling price, which is reflected in the above Level 2 category, and resulted in a $10.2 million Provision for impairment.  The second property impairment was triggered as a result of an expected early move out of a tenant at a single-tenant retail center that has declared bankruptcy, resulting in the Company re-evaluating the highest and best use of the asset and its expected hold period.  The fair value of the property was derived using a discounted cash flow model, which included assumptions around redevelopment of the asset to its highest and best use as a mixed-use project and re-leasing the space.  The discount rate of 8.58% and terminal capitalization rate of 4.75% used in the discounted cash flow model are considered significant inputs and assumptions to estimating the non-recurring fair value measurement of $43.0 million, which is considered a Level 3 input per the fair value hierarchy.  The amount by which the carrying value exceeded the fair value resulted in a $40.3 million Provision for impairment.

During the year ended December 31, 2018, the Company recognized a $38.4 million provision for impairment, net of tax, which included $31.8 million on real estate sold or held and used and $6.6 million on three properties classified as held for sale. The impairment of the real estate assets was determined based on the expected selling price as compared to the Company's carrying value of its investment.

12.

Equity and Capital

Common Stock of the Parent Company

At the Market (“ATM”) Program

Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500.0 million of common stock at prices determined by the market at the time of sale. During September 2019, the Company entered into forward sale agreements under its ATM program through which the Company will issue 1,894,845 shares of its common stock at an average offering price of $67.99.  The shares under the forward sales agreements may be settled at any time before the settlement date, which is September 12, 2020.  No shares have been settled at December 31, 2019.  Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes.  There were no shares issued under the ATM equity program during the year ended December 31, 2018.  As of December 31, 2019, $500.0 million of common stock remained available for issuance under this ATM equity program, before settlement of the forward shares described above.

Share Repurchase Program

On February 4, 2020, the Company's Board authorized a new common share repurchase program under which the Company, may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 5, 2021. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board.

109


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

In January 2019, the Company settled 563,229 shares, which were repurchased in December 2018 under a previously active repurchase program, for $32.8 million at an average price of $58.17 per share.  The program closed in February 2019, with a newly authorized program that ended February 2020 with no repurchases made under it.

Common Units of the Operating Partnership

Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company common stock issued or repurchased and retired, as described above.

In September 2019, the Operating Partnership issued 396,531 exchangeable operating partnership units, valued at $25.9 million, as partial purchase price consideration for the acquisition of an operating shopping center.

General Partners

The Parent Company, as general partner, owned the following Partnership Units outstanding:

 

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Partnership units owned by the general partner

 

 

167,571

 

 

 

167,904

 

Partnership units owned by the limited partners

 

 

746

 

 

 

350

 

Total partnership units outstanding

 

 

168,317

 

 

 

168,254

 

Percentage of partnership units owned by the general partner

 

 

99.6

%

 

 

99.8

%

 

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:

 

 

 

Year ended December 31,

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Restricted stock (1)

 

$

16,254

 

 

 

16,745

 

 

 

15,525

 

Directors' fees paid in common stock (1)

 

 

410

 

 

 

399

 

 

 

303

 

Capitalized stock-based compensation (2)

 

 

(2,325

)

 

 

(3,509

)

 

 

(3,210

)

Stock based compensation attributable to post-combination service from Equity One merger

 

 

 

 

 

 

 

 

7,931

 

Stock-based compensation, net of capitalization

 

$

14,339

 

 

 

13,635

 

 

 

20,549

 

 

(1)

Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.

 

(2)

Includes compensation expense specifically identifiable to development and redevelopment activities.  During 2018 and 2017, these amounts also include compensation expense specifically identifiable to leasing activities, as non-contingent internal leasing costs were capitalizable prior to the adoption of Topic 842, Leases, on January 1, 2019.  

The Company established its Omnibus Incentive Plan (the “Plan”) under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.6 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2019, there were 5.0 million shares available for grant under the Plan either through stock options or restricted stock awards.

Restricted Stock Awards

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation.

110


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.

The following table summarizes non-vested restricted stock activity:

 

 

 

Year ended December 31, 2019

 

 

 

Number of Shares

 

 

Intrinsic Value (in thousands)

 

 

Weighted Average Grant Price

 

Non-vested as of December 31, 2018

 

 

595,171

 

 

 

 

 

 

 

 

 

Time-based awards granted (1) (4)

 

 

122,488

 

 

 

 

 

 

$

65.21

 

Performance-based awards granted (2) (4)

 

 

11,722

 

 

 

 

 

 

$

65.00

 

Market-based awards granted (3) (4)

 

 

121,225

 

 

 

 

 

 

$

65.03

 

Change in market-based awards earned for performance (3)

 

 

53,865

 

 

 

 

 

 

$

64.58

 

Vested (5)

 

 

(272,827

)

 

 

 

 

 

$

64.82

 

Forfeited

 

 

(8,554

)

 

 

 

 

 

$

65.30

 

Non-vested as of December 31, 2019 (6)

 

 

623,090

 

 

$

39,311

 

 

 

 

 

 

(1)

Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.

 

 

(2)

Performance-based awards are earned subject to future performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.

 

 

(3)

Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The significant assumptions underlying determination of fair values for market-based awards granted were as follows:

 

 

 

 

Year ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Volatility

 

 

19.30

%

 

 

19.20

%

 

 

18.00

%

Risk free interest rate

 

 

2.43

%

 

 

2.26

%

 

 

1.48

%

 

(4)

The weighted-average grant price for restricted stock granted during the years is summarized below:

 

 

 

 

Year ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Weighted-average grant price for restricted stock

 

$

65.11

 

 

$

63.50

 

 

$

72.05

 

 

 

(5)

The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):

 

 

 

 

Year ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Intrinsic value of restricted stock vested

 

$

17,684

 

 

$

17,306

 

 

$

14,376

 

 

(6)

As of December 31, 2019 there was $12.9 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

 

111


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

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, 2019. Additionally, an annual profit sharing contribution may be made, which vests over a three year period. Costs for Company contributions to the plan totaled $3.5 million, $3.9 million, and $4.1 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Non-Qualified Deferred Compensation Plan (“NQDCP”)

The Company maintains a NQDCP, which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:

 

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2019

 

 

2018

 

 

Location in Consolidated Balance Sheets

Assets:

 

 

 

 

 

 

 

 

 

 

Securities

 

$

36,849

 

 

 

31,351

 

 

Other assets

Liabilities:

 

 

 

 

 

 

 

 

 

 

Deferred compensation obligation

 

$

36,755

 

 

 

31,166

 

 

Accounts payable and other liabilities

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within
Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.

 

15.

Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Income attributable to common stockholders - basic

 

$

239,430

 

 

$

249,127

 

 

 

159,949

 

Income attributable to common stockholders - diluted

 

$

239,430

 

 

$

249,127

 

 

 

159,949

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

167,526

 

 

 

169,724

 

 

 

159,536

 

Weighted average common shares outstanding for diluted EPS (1) (2)

 

 

167,771

 

 

 

170,100

 

 

 

159,960

 

Income per common share – basic

 

$

1.43

 

 

$

1.47

 

 

 

1.00

 

Income per common share – diluted

 

$

1.43

 

 

$

1.46

 

 

 

1.00

 

 

(1)

Includes the dilutive impact of unvested restricted stock.

 

 

(2)

Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.9 million and 1.3 million shares issuable under the forward ATM equity offering and the forward equity offering outstanding during 2019 and 2017, respectively, as they would be anti-dilutive.

 

112


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2019, 2018, and 2017, were 464,286 , 349,902, and 295,054, respectively.

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit:

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Income attributable to common unit holders - basic

 

$

240,064

 

 

$

249,652

 

 

 

160,337

 

Income attributable to common unit holders - diluted

 

$

240,064

 

 

$

249,652

 

 

 

160,337

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

167,990

 

 

 

170,074

 

 

 

159,831

 

Weighted average common units outstanding for diluted EPU (1) (2)

 

 

168,235

 

 

 

170,450

 

 

 

160,255

 

Income per common unit – basic

 

$

1.43

 

 

$

1.47

 

 

 

1.00

 

Income per common unit – diluted

 

$

1.43

 

 

$

1.46

 

 

 

1.00

 

 

(1)

Includes the dilutive impact of unvested restricted stock.

 

 

(2)

Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.9 million and 1.3 million shares issuable under the forward ATM equity offering and the forward equity offering outstanding during 2019 and 2017, respectively, as they would be anti-dilutive.

 

 

16.

Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is subject to numerous environmental laws and regulations pertaining primarily to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks.  The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential environmental contaminants or liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to it, that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties, or that changes in applicable environmental laws and regulations or their interpretation will not result in additional material environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of December 31, 2019 and 2018, the Company had $12.5 million and $9.4 million, respectively, in letters of credit outstanding.

Purchase Commitments

The Company enters purchase and sale agreements to buy or sell real estate assets in the normal course of business, which generally provide limited recourse if either party ends the contract. At December 31, 2019, the Company had a commitment to purchase an additional 16.62% ownership interest in the Town and Country shopping center, bringing our ownership interest to 35%.  We closed on the purchase in January 2020 for $18.1 million.  

113


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2019

 

17.

Summary of Quarterly Financial Data (Unaudited)

The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2019 and 2018:

 

(in thousands except per share and per unit data)

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

286,257

 

 

 

275,872

 

 

 

282,276

 

 

 

288,733

 

Net income attributable to common stockholders

 

$

90,446

 

 

 

51,728

 

 

 

56,965

 

 

 

40,291

 

Net income attributable to exchangeable operating partnership units

 

 

190

 

 

 

109

 

 

 

157

 

 

 

178

 

Net income attributable to common unit holders

 

$

90,636

 

 

 

51,837

 

 

 

57,122

 

 

 

40,469

 

Net income attributable to common stock and unit holders per share and unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.54

 

 

 

0.31

 

 

 

0.34

 

 

 

0.24

 

Diluted

 

$

0.54

 

 

 

0.31

 

 

 

0.34

 

 

 

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

276,693

 

 

 

281,412

 

 

 

278,310

 

 

 

284,560

 

Net income attributable to common stockholders

 

$

52,660

 

 

 

47,841

 

 

 

69,722

 

 

 

78,904

 

Net income attributable to exchangeable operating partnership units

 

 

111

 

 

 

100

 

 

 

147

 

 

 

167

 

Net income attributable to common unit holders

 

$

52,771

 

 

 

47,941

 

 

 

69,869

 

 

 

79,071

 

Net income attributable to common stock and unit holders per share and unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.31

 

 

 

0.28

 

 

 

0.41

 

 

 

0.47

 

Diluted

 

$

0.31

 

 

 

0.28

 

 

 

0.41

 

 

 

0.46

 

 

 

114


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

101 7th Avenue

 

$

48,340

 

 

 

34,895

 

 

 

(38,993

)

 

 

26,196

 

 

 

18,046

 

 

 

44,242

 

 

 

(1,304

)

 

 

42,938

 

 

 

 

1175 Third Avenue

 

 

40,560

 

 

 

25,617

 

 

 

1

 

 

 

40,560

 

 

 

25,618

 

 

 

66,178

 

 

 

(2,118

)

 

 

64,060

 

 

 

 

1225-1239 Second Ave

 

 

23,033

 

 

 

17,173

 

 

 

45

 

 

 

23,033

 

 

 

17,218

 

 

 

40,251

 

 

 

(1,533

)

 

 

38,718

 

 

 

 

200 Potrero

 

 

4,860

 

 

 

2,251

 

 

 

124

 

 

 

4,860

 

 

 

2,375

 

 

 

7,235

 

 

 

(190

)

 

 

7,045

 

 

 

 

22 Crescent Road

 

 

2,198

 

 

 

272

 

 

 

(318

)

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

4S Commons Town Center

 

 

30,760

 

 

 

35,830

 

 

 

1,405

 

 

 

30,812

 

 

 

37,183

 

 

 

67,995

 

 

 

(25,944

)

 

 

42,051

 

 

 

(85,000

)

6401 Roosevelt

 

 

2,685

 

 

 

934

 

 

 

2

 

 

 

2,685

 

 

 

936

 

 

 

3,621

 

 

 

(12

)

 

 

3,609

 

 

 

 

90 - 30 Metropolitan Avenue

 

 

16,614

 

 

 

24,171

 

 

 

41

 

 

 

16,614

 

 

 

24,212

 

 

 

40,826

 

 

 

(2,094

)

 

 

38,732

 

 

 

 

91 Danbury Road

 

 

732

 

 

 

851

 

 

 

 

 

 

732

 

 

 

851

 

 

 

1,583

 

 

 

(104

)

 

 

1,479

 

 

 

 

Alafaya Village

 

 

3,004

 

 

 

5,852

 

 

 

93

 

 

 

3,004

 

 

 

5,945

 

 

 

8,949

 

 

 

(702

)

 

 

8,247

 

 

 

 

Amerige Heights Town Center

 

 

10,109

 

 

 

11,288

 

 

 

798

 

 

 

10,109

 

 

 

12,086

 

 

 

22,195

 

 

 

(5,209

)

 

 

16,986

 

 

 

 

Anastasia Plaza

 

 

9,065

 

 

 

 

 

 

704

 

 

 

3,338

 

 

 

6,431

 

 

 

9,769

 

 

 

(2,844

)

 

 

6,925

 

 

 

 

Ashford Place

 

 

2,584

 

 

 

9,865

 

 

 

1,143

 

 

 

2,584

 

 

 

11,008

 

 

 

13,592

 

 

 

(8,057

)

 

 

5,535

 

 

 

 

Atlantic Village

 

 

4,282

 

 

 

18,827

 

 

 

1,067

 

 

 

4,282

 

 

 

19,894

 

 

 

24,176

 

 

 

(2,403

)

 

 

21,773

 

 

 

 

Aventura Shopping Center

 

 

2,751

 

 

 

10,459

 

 

 

10,841

 

 

 

9,441

 

 

 

14,610

 

 

 

24,051

 

 

 

(1,821

)

 

 

22,230

 

 

 

 

Aventura Square

 

 

88,098

 

 

 

20,771

 

 

 

1,776

 

 

 

89,657

 

 

 

20,988

 

 

 

110,645

 

 

 

(2,306

)

 

 

108,339

 

 

 

(6,008

)

Balboa Mesa Shopping Center

 

 

23,074

 

 

 

33,838

 

 

 

14,082

 

 

 

27,758

 

 

 

43,236

 

 

 

70,994

 

 

 

(14,003

)

 

 

56,991

 

 

 

 

Banco Popular Building

 

 

2,160

 

 

 

1,137

 

 

 

(32

)

 

 

2,160

 

 

 

1,105

 

 

 

3,265

 

 

 

(1,247

)

 

 

2,018

 

 

 

 

Belleview Square

 

 

8,132

 

 

 

9,756

 

 

 

3,735

 

 

 

8,323

 

 

 

13,300

 

 

 

21,623

 

 

 

(8,543

)

 

 

13,080

 

 

 

 

Belmont Chase

 

 

13,881

 

 

 

17,193

 

 

 

(494

)

 

 

14,372

 

 

 

16,208

 

 

 

30,580

 

 

 

(4,738

)

 

 

25,842

 

 

 

 

Berkshire Commons

 

 

2,295

 

 

 

9,551

 

 

 

2,652

 

 

 

2,965

 

 

 

11,533

 

 

 

14,498

 

 

 

(8,189

)

 

 

6,309

 

 

 

 

Bird 107 Plaza

 

 

10,371

 

 

 

5,136

 

 

 

(25

)

 

 

10,371

 

 

 

5,111

 

 

 

15,482

 

 

 

(640

)

 

 

14,842

 

 

 

 

Bird Ludlam

 

 

42,663

 

 

 

38,481

 

 

 

336

 

 

 

42,663

 

 

 

38,817

 

 

 

81,480

 

 

 

(4,066

)

 

 

77,414

 

 

 

 

Black Rock

 

 

22,251

 

 

 

20,815

 

 

 

497

 

 

 

22,251

 

 

 

21,312

 

 

 

43,563

 

 

 

(4,879

)

 

 

38,684

 

 

 

(19,767

)

Bloomingdale Square

 

 

3,940

 

 

 

14,912

 

 

 

1,690

 

 

 

4,559

 

 

 

15,983

 

 

 

20,542

 

 

 

(9,432

)

 

 

11,110

 

 

 

 

Boca Village Square

 

 

43,888

 

 

 

9,726

 

 

 

(72

)

 

 

43,888

 

 

 

9,654

 

 

 

53,542

 

 

 

(1,475

)

 

 

52,067

 

 

 

 

Boulevard Center

 

 

3,659

 

 

 

10,787

 

 

 

2,606

 

 

 

3,659

 

 

 

13,393

 

 

 

17,052

 

 

 

(7,636

)

 

 

9,416

 

 

 

 

Boynton Lakes Plaza

 

 

2,628

 

 

 

11,236

 

 

 

5,019

 

 

 

3,606

 

 

 

15,277

 

 

 

18,883

 

 

 

(7,985

)

 

 

10,898

 

 

 

 

Boynton Plaza

 

 

12,879

 

 

 

20,713

 

 

 

125

 

 

 

12,879

 

 

 

20,838

 

 

 

33,717

 

 

 

(2,313

)

 

 

31,404

 

 

 

 

Brentwood Plaza

 

 

2,788

 

 

 

3,473

 

 

 

353

 

 

 

2,788

 

 

 

3,826

 

 

 

6,614

 

 

 

(1,540

)

 

 

5,074

 

 

 

 

Briarcliff La Vista

 

 

694

 

 

 

3,292

 

 

 

551

 

 

 

694

 

 

 

3,843

 

 

 

4,537

 

 

 

(3,012

)

 

 

1,525

 

 

 

 

Briarcliff Village

 

 

4,597

 

 

 

24,836

 

 

 

2,572

 

 

 

4,597

 

 

 

27,408

 

 

 

32,005

 

 

 

(19,493

)

 

 

12,512

 

 

 

 

Brick Walk

 

 

25,299

 

 

 

41,995

 

 

 

1,365

 

 

 

25,299

 

 

 

43,360

 

 

 

68,659

 

 

 

(7,988

)

 

 

60,671

 

 

 

(32,952

)

BridgeMill Market

 

 

7,521

 

 

 

13,306

 

 

 

429

 

 

 

7,522

 

 

 

13,734

 

 

 

21,256

 

 

 

(1,842

)

 

 

19,414

 

 

 

(4,582

)

Bridgeton

 

 

3,033

 

 

 

8,137

 

 

 

605

 

 

 

3,067

 

 

 

8,708

 

 

 

11,775

 

 

 

(2,915

)

 

 

8,860

 

 

 

 

Brighten Park

 

 

3,983

 

 

 

18,687

 

 

 

11,560

 

 

 

4,234

 

 

 

29,996

 

 

 

34,230

 

 

 

(17,540

)

 

 

16,690

 

 

 

 

Broadway Plaza

 

 

40,723

 

 

 

42,170

 

 

 

1,453

 

 

 

40,723

 

 

 

43,623

 

 

 

84,346

 

 

 

(4,207

)

 

 

80,139

 

 

 

 

Brooklyn Station on Riverside

 

 

7,019

 

 

 

8,688

 

 

 

118

 

 

 

6,998

 

 

 

8,827

 

 

 

15,825

 

 

 

(1,892

)

 

 

13,933

 

 

 

 

Brookside Plaza

 

 

35,161

 

 

 

17,494

 

 

 

130

 

 

 

35,161

 

 

 

17,624

 

 

 

52,785

 

 

 

(2,841

)

 

 

49,944

 

 

 

 

115


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Buckhead Court

 

 

1,417

 

 

 

7,432

 

 

 

4,300

 

 

 

1,417

 

 

 

11,732

 

 

 

13,149

 

 

 

(7,666

)

 

 

5,483

 

 

 

 

Buckhead Station

 

 

70,411

 

 

 

36,518

 

 

 

1,445

 

 

 

70,448

 

 

 

37,926

 

 

 

108,374

 

 

 

(4,917

)

 

 

103,457

 

 

 

 

Buckley Square

 

 

2,970

 

 

 

5,978

 

 

 

1,327

 

 

 

2,970

 

 

 

7,305

 

 

 

10,275

 

 

 

(4,515

)

 

 

5,760

 

 

 

 

Caligo Crossing

 

 

2,459

 

 

 

4,897

 

 

 

101

 

 

 

2,546

 

 

 

4,911

 

 

 

7,457

 

 

 

(3,114

)

 

 

4,343

 

 

 

 

Cambridge Square

 

 

774

 

 

 

4,347

 

 

 

796

 

 

 

774

 

 

 

5,143

 

 

 

5,917

 

 

 

(3,435

)

 

 

2,482

 

 

 

 

Carmel Commons

 

 

2,466

 

 

 

12,548

 

 

 

5,412

 

 

 

3,422

 

 

 

17,004

 

 

 

20,426

 

 

 

(10,414

)

 

 

10,012

 

 

 

 

Carriage Gate

 

 

833

 

 

 

4,974

 

 

 

3,491

 

 

 

1,302

 

 

 

7,996

 

 

 

9,298

 

 

 

(6,478

)

 

 

2,820

 

 

 

 

Carytown Exchange

 

 

4,378

 

 

 

1,328

 

 

 

(54

)

 

 

4,378

 

 

 

1,274

 

 

 

5,652

 

 

 

(55

)

 

 

5,597

 

 

 

 

Cashmere Corners

 

 

3,187

 

 

 

9,397

 

 

 

124

 

 

 

3,187

 

 

 

9,521

 

 

 

12,708

 

 

 

(1,314

)

 

 

11,394

 

 

 

 

Centerplace of Greeley III

 

 

6,661

 

 

 

11,502

 

 

 

1,265

 

 

 

5,694

 

 

 

13,734

 

 

 

19,428

 

 

 

(5,468

)

 

 

13,960

 

 

 

 

Charlotte Square

 

 

1,141

 

 

 

6,845

 

 

 

842

 

 

 

1,141

 

 

 

7,687

 

 

 

8,828

 

 

 

(1,074

)

 

 

7,754

 

 

 

 

Chasewood Plaza

 

 

4,612

 

 

 

20,829

 

 

 

5,719

 

 

 

6,886

 

 

 

24,274

 

 

 

31,160

 

 

 

(18,237

)

 

 

12,923

 

 

 

 

Chastain Square

 

 

30,074

 

 

 

12,644

 

 

 

1,680

 

 

 

30,074

 

 

 

14,324

 

 

 

44,398

 

 

 

(2,105

)

 

 

42,293

 

 

 

 

Cherry Grove

 

 

3,533

 

 

 

15,862

 

 

 

4,491

 

 

 

3,533

 

 

 

20,353

 

 

 

23,886

 

 

 

(11,239

)

 

 

12,647

 

 

 

 

Chimney Rock

 

 

23,587

 

 

 

47,377

 

 

 

 

 

 

23,587

 

 

 

47,377

 

 

 

70,964

 

 

 

(5,788

)

 

 

65,176

 

 

 

 

Circle Center West

 

 

22,930

 

 

 

9,028

 

 

 

134

 

 

 

22,930

 

 

 

9,162

 

 

 

32,092

 

 

 

(1,137

)

 

 

30,955

 

 

 

(9,513

)

Circle Marina Center

 

 

29,303

 

 

 

18,408

 

 

 

 

 

 

29,303

 

 

 

18,408

 

 

 

47,711

 

 

 

(186

)

 

 

47,525

 

 

 

(24,000

)

CityLine Market

 

 

12,208

 

 

 

15,839

 

 

 

161

 

 

 

12,306

 

 

 

15,902

 

 

 

28,208

 

 

 

(3,129

)

 

 

25,079

 

 

 

 

CityLine Market Phase II

 

 

2,744

 

 

 

3,081

 

 

 

(1

)

 

 

2,744

 

 

 

3,080

 

 

 

5,824

 

 

 

(540

)

 

 

5,284

 

 

 

 

Clayton Valley Shopping Center

 

 

24,189

 

 

 

35,422

 

 

 

3,012

 

 

 

24,538

 

 

 

38,085

 

 

 

62,623

 

 

 

(26,143

)

 

 

36,480

 

 

 

 

Clocktower Plaza Shopping Ctr

 

 

49,630

 

 

 

19,624

 

 

 

223

 

 

 

49,630

 

 

 

19,847

 

 

 

69,477

 

 

 

(2,012

)

 

 

67,465

 

 

 

 

Clybourn Commons

 

 

15,056

 

 

 

5,594

 

 

 

229

 

 

 

15,056

 

 

 

5,823

 

 

 

20,879

 

 

 

(1,321

)

 

 

19,558

 

 

 

 

Cochran's Crossing

 

 

13,154

 

 

 

12,315

 

 

 

1,640

 

 

 

13,154

 

 

 

13,955

 

 

 

27,109

 

 

 

(10,247

)

 

 

16,862

 

 

 

 

Compo Acres Shopping Center

 

 

28,627

 

 

 

10,395

 

 

 

765

 

 

 

28,627

 

 

 

11,160

 

 

 

39,787

 

 

 

(1,097

)

 

 

38,690

 

 

 

 

Concord Shopping Plaza

 

 

30,819

 

 

 

36,506

 

 

 

638

 

 

 

31,272

 

 

 

36,691

 

 

 

67,963

 

 

 

(3,708

)

 

 

64,255

 

 

 

(27,750

)

Copps Hill Plaza

 

 

29,515

 

 

 

40,673

 

 

 

411

 

 

 

29,514

 

 

 

41,085

 

 

 

70,599

 

 

 

(4,405

)

 

 

66,194

 

 

 

(12,307

)

Coral Reef Shopping Center

 

 

14,922

 

 

 

15,200

 

 

 

3,414

 

 

 

15,011

 

 

 

18,525

 

 

 

33,536

 

 

 

(1,769

)

 

 

31,767

 

 

 

 

Corkscrew Village

 

 

8,407

 

 

 

8,004

 

 

 

620

 

 

 

8,407

 

 

 

8,624

 

 

 

17,031

 

 

 

(3,703

)

 

 

13,328

 

 

 

 

Cornerstone Square

 

 

1,772

 

 

 

6,944

 

 

 

1,701

 

 

 

1,772

 

 

 

8,645

 

 

 

10,417

 

 

 

(5,964

)

 

 

4,453

 

 

 

 

Corvallis Market Center

 

 

6,674

 

 

 

12,244

 

 

 

468

 

 

 

6,696

 

 

 

12,690

 

 

 

19,386

 

 

 

(6,226

)

 

 

13,160

 

 

 

 

Costa Verde Center

 

 

12,740

 

 

 

26,868

 

 

 

1,623

 

 

 

12,798

 

 

 

28,433

 

 

 

41,231

 

 

 

(21,159

)

 

 

20,072

 

 

 

 

Countryside Shops

 

 

17,982

 

 

 

35,574

 

 

 

14,750

 

 

 

23,154

 

 

 

45,152

 

 

 

68,306

 

 

 

(5,292

)

 

 

63,014

 

 

 

 

Courtyard Shopping Center

 

 

5,867

 

 

 

4

 

 

 

3

 

 

 

5,867

 

 

 

7

 

 

 

5,874

 

 

 

(2

)

 

 

5,872

 

 

 

 

Culver Center

 

 

108,841

 

 

 

32,308

 

 

 

854

 

 

 

108,841

 

 

 

33,162

 

 

 

142,003

 

 

 

(4,025

)

 

 

137,978

 

 

 

 

Danbury Green

 

 

30,303

 

 

 

19,255

 

 

 

211

 

 

 

30,303

 

 

 

19,466

 

 

 

49,769

 

 

 

(2,024

)

 

 

47,745

 

 

 

 

Dardenne Crossing

 

 

4,194

 

 

 

4,005

 

 

 

433

 

 

 

4,343

 

 

 

4,289

 

 

 

8,632

 

 

 

(2,023

)

 

 

6,609

 

 

 

 

Darinor Plaza

 

 

693

 

 

 

32,140

 

 

 

787

 

 

 

711

 

 

 

32,909

 

 

 

33,620

 

 

 

(3,498

)

 

 

30,122

 

 

 

 

Diablo Plaza

 

 

5,300

 

 

 

8,181

 

 

 

2,129

 

 

 

5,300

 

 

 

10,310

 

 

 

15,610

 

 

 

(5,605

)

 

 

10,005

 

 

 

 

Dunwoody Village

 

 

3,342

 

 

 

15,934

 

 

 

4,780

 

 

 

3,342

 

 

 

20,714

 

 

 

24,056

 

 

 

(15,219

)

 

 

8,837

 

 

 

 

116


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

East Pointe

 

 

1,730

 

 

 

7,189

 

 

 

2,142

 

 

 

1,941

 

 

 

9,120

 

 

 

11,061

 

 

 

(5,962

)

 

 

5,099

 

 

 

 

El Camino Shopping Center

 

 

7,600

 

 

 

11,538

 

 

 

12,906

 

 

 

10,328

 

 

 

21,716

 

 

 

32,044

 

 

 

(8,742

)

 

 

23,302

 

 

 

 

El Cerrito Plaza

 

 

11,025

 

 

 

27,371

 

 

 

2,463

 

 

 

11,025

 

 

 

29,834

 

 

 

40,859

 

 

 

(11,474

)

 

 

29,385

 

 

 

 

El Norte Pkwy Plaza

 

 

2,834

 

 

 

7,370

 

 

 

3,404

 

 

 

3,263

 

 

 

10,345

 

 

 

13,608

 

 

 

(5,820

)

 

 

7,788

 

 

 

 

Encina Grande

 

 

5,040

 

 

 

11,572

 

 

 

20,057

 

 

 

10,518

 

 

 

26,151

 

 

 

36,669

 

 

 

(12,525

)

 

 

24,144

 

 

 

 

Fairfield Center

 

 

6,731

 

 

 

29,420

 

 

 

1,069

 

 

 

6,731

 

 

 

30,489

 

 

 

37,220

 

 

 

(5,529

)

 

 

31,691

 

 

 

 

Falcon Marketplace

 

 

1,340

 

 

 

4,168

 

 

 

429

 

 

 

1,340

 

 

 

4,597

 

 

 

5,937

 

 

 

(2,465

)

 

 

3,472

 

 

 

 

Fellsway Plaza

 

 

30,712

 

 

 

7,327

 

 

 

10,017

 

 

 

34,923

 

 

 

13,133

 

 

 

48,056

 

 

 

(6,030

)

 

 

42,026

 

 

 

(37,166

)

Fenton Marketplace

 

 

2,298

 

 

 

8,510

 

 

 

(8,092

)

 

 

512

 

 

 

2,204

 

 

 

2,716

 

 

 

(981

)

 

 

1,735

 

 

 

 

Fleming Island

 

 

3,077

 

 

 

11,587

 

 

 

3,047

 

 

 

3,111

 

 

 

14,600

 

 

 

17,711

 

 

 

(8,409

)

 

 

9,302

 

 

 

 

Folsom Prairie City Crossing

 

 

4,164

 

 

 

13,032

 

 

 

838

 

 

 

4,164

 

 

 

13,870

 

 

 

18,034

 

 

 

(6,657

)

 

 

11,377

 

 

 

 

Fountain Square

 

 

29,650

 

 

 

29,048

 

 

 

(98

)

 

 

29,712

 

 

 

28,888

 

 

 

58,600

 

 

 

(8,062

)

 

 

50,538

 

 

 

 

French Valley Village Center

 

 

11,924

 

 

 

16,856

 

 

 

298

 

 

 

11,822

 

 

 

17,256

 

 

 

29,078

 

 

 

(13,204

)

 

 

15,874

 

 

 

 

Friars Mission Center

 

 

6,660

 

 

 

28,021

 

 

 

1,913

 

 

 

6,660

 

 

 

29,934

 

 

 

36,594

 

 

 

(15,937

)

 

 

20,657

 

 

 

 

Gardens Square

 

 

2,136

 

 

 

8,273

 

 

 

696

 

 

 

2,136

 

 

 

8,969

 

 

 

11,105

 

 

 

(5,234

)

 

 

5,871

 

 

 

 

Gateway 101

 

 

24,971

 

 

 

9,113

 

 

 

1,271

 

 

 

24,971

 

 

 

10,384

 

 

 

35,355

 

 

 

(3,779

)

 

 

31,576

 

 

 

 

Gateway Shopping Center

 

 

52,665

 

 

 

7,134

 

 

 

10,736

 

 

 

55,346

 

 

 

15,189

 

 

 

70,535

 

 

 

(16,617

)

 

 

53,918

 

 

 

 

Gelson's Westlake Market Plaza

 

 

3,157

 

 

 

11,153

 

 

 

5,876

 

 

 

4,654

 

 

 

15,532

 

 

 

20,186

 

 

 

(7,607

)

 

 

12,579

 

 

 

 

Glen Oak Plaza

 

 

4,103

 

 

 

12,951

 

 

 

955

 

 

 

4,103

 

 

 

13,906

 

 

 

18,009

 

 

 

(4,344

)

 

 

13,665

 

 

 

 

Glengary Shoppes

 

 

9,120

 

 

 

11,541

 

 

 

887

 

 

 

9,120

 

 

 

12,428

 

 

 

21,548

 

 

 

(1,592

)

 

 

19,956

 

 

 

 

Glenwood Village

 

 

1,194

 

 

 

5,381

 

 

 

331

 

 

 

1,194

 

 

 

5,712

 

 

 

6,906

 

 

 

(4,481

)

 

 

2,425

 

 

 

 

Golden Hills Plaza

 

 

12,699

 

 

 

18,482

 

 

 

3,602

 

 

 

11,518

 

 

 

23,265

 

 

 

34,783

 

 

 

(9,736

)

 

 

25,047

 

 

 

 

Grand Ridge Plaza

 

 

24,208

 

 

 

61,033

 

 

 

6,171

 

 

 

24,918

 

 

 

66,494

 

 

 

91,412

 

 

 

(20,355

)

 

 

71,057

 

 

 

 

Greenwood Shopping Centre

 

 

7,777

 

 

 

24,829

 

 

 

468

 

 

 

7,777

 

 

 

25,297

 

 

 

33,074

 

 

 

(2,898

)

 

 

30,176

 

 

 

 

Hammocks Town Center

 

 

28,764

 

 

 

25,113

 

 

 

565

 

 

 

28,764

 

 

 

25,678

 

 

 

54,442

 

 

 

(3,140

)

 

 

51,302

 

 

 

 

Hancock

 

 

8,232

 

 

 

28,260

 

 

 

1,453

 

 

 

8,232

 

 

 

29,713

 

 

 

37,945

 

 

 

(16,470

)

 

 

21,475

 

 

 

 

Harpeth Village Fieldstone

 

 

2,284

 

 

 

9,443

 

 

 

766

 

 

 

2,284

 

 

 

10,209

 

 

 

12,493

 

 

 

(5,595

)

 

 

6,898

 

 

 

 

Harris Crossing

 

 

7,199

 

 

 

3,687

 

 

 

(1,523

)

 

 

5,508

 

 

 

3,855

 

 

 

9,363

 

 

 

(2,744

)

 

 

6,619

 

 

 

 

Heritage Plaza

 

 

12,390

 

 

 

26,097

 

 

 

14,156

 

 

 

12,215

 

 

 

40,428

 

 

 

52,643

 

 

 

(18,704

)

 

 

33,939

 

 

 

 

Hershey

 

 

7

 

 

 

808

 

 

 

10

 

 

 

7

 

 

 

818

 

 

 

825

 

 

 

(464

)

 

 

361

 

 

 

 

Hewlett Crossing I & II

 

 

11,850

 

 

 

18,205

 

 

 

749

 

 

 

11,850

 

 

 

18,954

 

 

 

30,804

 

 

 

(1,253

)

 

 

29,551

 

 

 

(9,400

)

Hibernia Pavilion

 

 

4,929

 

 

 

5,065

 

 

 

188

 

 

 

4,929

 

 

 

5,253

 

 

 

10,182

 

 

 

(3,289

)

 

 

6,893

 

 

 

 

Hickory Creek Plaza

 

 

5,629

 

 

 

4,564

 

 

 

452

 

 

 

5,629

 

 

 

5,016

 

 

 

10,645

 

 

 

(4,687

)

 

 

5,958

 

 

 

 

Hillcrest Village

 

 

1,600

 

 

 

1,909

 

 

 

51

 

 

 

1,600

 

 

 

1,960

 

 

 

3,560

 

 

 

(1,047

)

 

 

2,513

 

 

 

 

Hilltop Village

 

 

2,995

 

 

 

4,581

 

 

 

3,696

 

 

 

3,104

 

 

 

8,168

 

 

 

11,272

 

 

 

(2,950

)

 

 

8,322

 

 

 

 

Hinsdale

 

 

5,734

 

 

 

16,709

 

 

 

11,686

 

 

 

8,343

 

 

 

25,786

 

 

 

34,129

 

 

 

(13,837

)

 

 

20,292

 

 

 

 

Holly Park

 

 

8,975

 

 

 

23,799

 

 

 

1,719

 

 

 

8,828

 

 

 

25,665

 

 

 

34,493

 

 

 

(5,315

)

 

 

29,178

 

 

 

 

Homestead McDonald's

 

 

2,229

 

 

 

 

 

 

 

 

 

2,229

 

 

 

 

 

 

2,229

 

 

 

(22

)

 

 

2,207

 

 

 

 

Howell Mill Village

 

 

5,157

 

 

 

14,279

 

 

 

2,687

 

 

 

5,157

 

 

 

16,966

 

 

 

22,123

 

 

 

(6,852

)

 

 

15,271

 

 

 

 

117


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Hyde Park

 

 

9,809

 

 

 

39,905

 

 

 

3,998

 

 

 

9,809

 

 

 

43,903

 

 

 

53,712

 

 

 

(26,363

)

 

 

27,349

 

 

 

 

Indian Springs Center

 

 

24,974

 

 

 

25,903

 

 

 

668

 

 

 

25,034

 

 

 

26,511

 

 

 

51,545

 

 

 

(4,986

)

 

 

46,559

 

 

 

 

Indigo Square

 

 

8,088

 

 

 

9,697

 

 

 

8

 

 

 

8,088

 

 

 

9,705

 

 

 

17,793

 

 

 

(610

)

 

 

17,183

 

 

 

 

Inglewood Plaza

 

 

1,300

 

 

 

2,159

 

 

 

829

 

 

 

1,300

 

 

 

2,988

 

 

 

4,288

 

 

 

(1,583

)

 

 

2,705

 

 

 

 

Jefferson Square

 

 

5,167

 

 

 

6,445

 

 

 

(7,219

)

 

 

1,894

 

 

 

2,499

 

 

 

4,393

 

 

 

(945

)

 

 

3,448

 

 

 

 

Keller Town Center

 

 

2,294

 

 

 

12,841

 

 

 

758

 

 

 

2,404

 

 

 

13,489

 

 

 

15,893

 

 

 

(7,144

)

 

 

8,749

 

 

 

 

Kent Place

 

 

4,855

 

 

 

3,586

 

 

 

963

 

 

 

5,269

 

 

 

4,135

 

 

 

9,404

 

 

 

(1,160

)

 

 

8,244

 

 

 

(8,250

)

Kirkman Shoppes

 

 

9,364

 

 

 

26,243

 

 

 

543

 

 

 

9,367

 

 

 

26,783

 

 

 

36,150

 

 

 

(2,806

)

 

 

33,344

 

 

 

 

Kirkwood Commons

 

 

6,772

 

 

 

16,224

 

 

 

909

 

 

 

6,802

 

 

 

17,103

 

 

 

23,905

 

 

 

(5,095

)

 

 

18,810

 

 

 

(8,050

)

Klahanie Shopping Center

 

 

14,451

 

 

 

20,089

 

 

 

578

 

 

 

14,451

 

 

 

20,667

 

 

 

35,118

 

 

 

(2,705

)

 

 

32,413

 

 

 

 

Kroger New Albany Center

 

 

3,844

 

 

 

6,599

 

 

 

1,385

 

 

 

3,844

 

 

 

7,984

 

 

 

11,828

 

 

 

(5,744

)

 

 

6,084

 

 

 

 

Lake Mary Centre

 

 

24,036

 

 

 

57,476

 

 

 

1,682

 

 

 

24,036

 

 

 

59,158

 

 

 

83,194

 

 

 

(7,003

)

 

 

76,191

 

 

 

 

Lake Pine Plaza

 

 

2,008

 

 

 

7,632

 

 

 

860

 

 

 

2,029

 

 

 

8,471

 

 

 

10,500

 

 

 

(4,834

)

 

 

5,666

 

 

 

 

Lantana Outparcels

 

 

3,710

 

 

 

1,004

 

 

 

 

 

 

3,710

 

 

 

1,004

 

 

 

4,714

 

 

 

(242

)

 

 

4,472

 

 

 

 

Lebanon/Legacy Center

 

 

3,913

 

 

 

7,874

 

 

 

866

 

 

 

3,913

 

 

 

8,740

 

 

 

12,653

 

 

 

(6,184

)

 

 

6,469

 

 

 

 

Littleton Square

 

 

2,030

 

 

 

8,859

 

 

 

(3,671

)

 

 

2,423

 

 

 

4,795

 

 

 

7,218

 

 

 

(2,422

)

 

 

4,796

 

 

 

 

Lloyd King Center

 

 

1,779

 

 

 

10,060

 

 

 

1,279

 

 

 

1,779

 

 

 

11,339

 

 

 

13,118

 

 

 

(6,542

)

 

 

6,576

 

 

 

 

Lower Nazareth Commons

 

 

15,992

 

 

 

12,964

 

 

 

4,040

 

 

 

16,343

 

 

 

16,653

 

 

 

32,996

 

 

 

(9,759

)

 

 

23,237

 

 

 

 

Mandarin Landing

 

 

7,913

 

 

 

27,230

 

 

 

342

 

 

 

7,913

 

 

 

27,572

 

 

 

35,485

 

 

 

(3,158

)

 

 

32,327

 

 

 

 

Market at Colonnade Center

 

 

6,455

 

 

 

9,839

 

 

 

87

 

 

 

6,160

 

 

 

10,221

 

 

 

16,381

 

 

 

(4,363

)

 

 

12,018

 

 

 

 

Market at Preston Forest

 

 

4,400

 

 

 

11,445

 

 

 

1,695

 

 

 

4,400

 

 

 

13,140

 

 

 

17,540

 

 

 

(7,313

)

 

 

10,227

 

 

 

 

Market at Round Rock

 

 

2,000

 

 

 

9,676

 

 

 

6,634

 

 

 

1,996

 

 

 

16,314

 

 

 

18,310

 

 

 

(10,225

)

 

 

8,085

 

 

 

 

Market at Springwoods Village

 

 

12,570

 

 

 

12,841

 

 

 

 

 

 

12,570

 

 

 

12,841

 

 

 

25,411

 

 

 

(1,818

)

 

 

23,593

 

 

 

(7,350

)

Market Common Clarendon

 

 

154,932

 

 

 

126,328

 

 

 

(5,914

)

 

 

154,932

 

 

 

120,414

 

 

 

275,346

 

 

 

(14,375

)

 

 

260,971

 

 

 

 

Marketplace at Briargate

 

 

1,706

 

 

 

4,885

 

 

 

155

 

 

 

1,727

 

 

 

5,019

 

 

 

6,746

 

 

 

(2,877

)

 

 

3,869

 

 

 

 

Mellody Farm

 

 

35,455

 

 

 

63,979

 

 

 

 

 

 

35,455

 

 

 

63,979

 

 

 

99,434

 

 

 

(3,725

)

 

 

95,709

 

 

 

 

Melrose Market

 

 

4,451

 

 

 

10,807

 

 

 

5

 

 

 

4,451

 

 

 

10,812

 

 

 

15,263

 

 

 

(899

)

 

 

14,364

 

 

 

 

Millhopper Shopping Center

 

 

1,073

 

 

 

5,358

 

 

 

5,981

 

 

 

1,901

 

 

 

10,511

 

 

 

12,412

 

 

 

(7,233

)

 

 

5,179

 

 

 

 

Mockingbird Commons

 

 

3,000

 

 

 

10,728

 

 

 

2,516

 

 

 

3,000

 

 

 

13,244

 

 

 

16,244

 

 

 

(6,964

)

 

 

9,280

 

 

 

 

Monument Jackson Creek

 

 

2,999

 

 

 

6,765

 

 

 

878

 

 

 

2,999

 

 

 

7,643

 

 

 

10,642

 

 

 

(5,760

)

 

 

4,882

 

 

 

 

Morningside Plaza

 

 

4,300

 

 

 

13,951

 

 

 

956

 

 

 

4,300

 

 

 

14,907

 

 

 

19,207

 

 

 

(8,224

)

 

 

10,983

 

 

 

 

Murrayhill Marketplace

 

 

2,670

 

 

 

18,401

 

 

 

14,021

 

 

 

2,903

 

 

 

32,189

 

 

 

35,092

 

 

 

(14,326

)

 

 

20,766

 

 

 

 

Naples Walk

 

 

18,173

 

 

 

13,554

 

 

 

1,567

 

 

 

18,173

 

 

 

15,121

 

 

 

33,294

 

 

 

(6,677

)

 

 

26,617

 

 

 

 

Newberry Square

 

 

2,412

 

 

 

10,150

 

 

 

1,147

 

 

 

2,412

 

 

 

11,297

 

 

 

13,709

 

 

 

(8,668

)

 

 

5,041

 

 

 

 

Newland Center

 

 

12,500

 

 

 

10,697

 

 

 

8,449

 

 

 

16,276

 

 

 

15,370

 

 

 

31,646

 

 

 

(8,745

)

 

 

22,901

 

 

 

 

Nocatee Town Center

 

 

10,124

 

 

 

8,691

 

 

 

7,893

 

 

 

10,606

 

 

 

16,102

 

 

 

26,708

 

 

 

(6,426

)

 

 

20,282

 

 

 

 

North Hills

 

 

4,900

 

 

 

19,774

 

 

 

1,385

 

 

 

4,900

 

 

 

21,159

 

 

 

26,059

 

 

 

(11,676

)

 

 

14,383

 

 

 

 

Northgate Marketplace

 

 

5,668

 

 

 

13,727

 

 

 

(50

)

 

 

4,995

 

 

 

14,350

 

 

 

19,345

 

 

 

(5,580

)

 

 

13,765

 

 

 

 

Northgate Marketplace Ph II

 

 

12,189

 

 

 

30,171

 

 

 

(82

)

 

 

12,189

 

 

 

30,089

 

 

 

42,278

 

 

 

(4,592

)

 

 

37,686

 

 

 

 

 

118


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Northgate Plaza (Maxtown Road)

 

 

1,769

 

 

 

6,652

 

 

 

4,961

 

 

 

2,840

 

 

 

10,542

 

 

 

13,382

 

 

 

(5,265

)

 

 

8,117

 

 

 

 

Northgate Square

 

 

5,011

 

 

 

8,692

 

 

 

1,145

 

 

 

5,011

 

 

 

9,837

 

 

 

14,848

 

 

 

(4,446

)

 

 

10,402

 

 

 

 

Northlake Village

 

 

2,662

 

 

 

11,284

 

 

 

2,087

 

 

 

2,686

 

 

 

13,347

 

 

 

16,033

 

 

 

(7,111

)

 

 

8,922

 

 

 

 

Oak Shade Town Center

 

 

6,591

 

 

 

28,966

 

 

 

673

 

 

 

6,591

 

 

 

29,639

 

 

 

36,230

 

 

 

(9,146

)

 

 

27,084

 

 

 

(6,954

)

Oakbrook Plaza

 

 

4,000

 

 

 

6,668

 

 

 

5,769

 

 

 

4,766

 

 

 

11,671

 

 

 

16,437

 

 

 

(4,733

)

 

 

11,704

 

 

 

 

Oakleaf Commons

 

 

3,503

 

 

 

11,671

 

 

 

415

 

 

 

3,190

 

 

 

12,399

 

 

 

15,589

 

 

 

(6,417

)

 

 

9,172

 

 

 

 

Ocala Corners

 

 

1,816

 

 

 

10,515

 

 

 

522

 

 

 

1,816

 

 

 

11,037

 

 

 

12,853

 

 

 

(4,276

)

 

 

8,577

 

 

 

(3,891

)

Old St Augustine Plaza

 

 

2,368

 

 

 

11,405

 

 

 

8,211

 

 

 

3,178

 

 

 

18,806

 

 

 

21,984

 

 

 

(7,954

)

 

 

14,030

 

 

 

 

Pablo Plaza

 

 

11,894

 

 

 

21,407

 

 

 

(815

)

 

 

11,937

 

 

 

20,549

 

 

 

32,486

 

 

 

(2,413

)

 

 

30,073

 

 

 

 

Paces Ferry Plaza

 

 

2,812

 

 

 

12,639

 

 

 

15,438

 

 

 

8,342

 

 

 

22,547

 

 

 

30,889

 

 

 

(9,745

)

 

 

21,144

 

 

 

 

Panther Creek

 

 

14,414

 

 

 

14,748

 

 

 

5,667

 

 

 

15,212

 

 

 

19,617

 

 

 

34,829

 

 

 

(13,453

)

 

 

21,376

 

 

 

 

Pavillion

 

 

15,626

 

 

 

22,124

 

 

 

770

 

 

 

15,626

 

 

 

22,894

 

 

 

38,520

 

 

 

(2,913

)

 

 

35,607

 

 

 

 

Peartree Village

 

 

5,197

 

 

 

19,746

 

 

 

878

 

 

 

5,197

 

 

 

20,624

 

 

 

25,821

 

 

 

(12,904

)

 

 

12,917

 

 

 

 

Persimmon Place

 

 

25,975

 

 

 

38,114

 

 

 

187

 

 

 

26,692

 

 

 

37,584

 

 

 

64,276

 

 

 

(9,660

)

 

 

54,616

 

 

 

 

Piedmont Peachtree Crossing

 

 

45,502

 

 

 

16,642

 

 

 

165

 

 

 

45,502

 

 

 

16,807

 

 

 

62,309

 

 

 

(2,210

)

 

 

60,099

 

 

 

 

Pike Creek

 

 

5,153

 

 

 

20,652

 

 

 

2,598

 

 

 

5,251

 

 

 

23,152

 

 

 

28,403

 

 

 

(13,178

)

 

 

15,225

 

 

 

 

Pine Island

 

 

21,086

 

 

 

28,123

 

 

 

2,869

 

 

 

21,086

 

 

 

30,992

 

 

 

52,078

 

 

 

(4,327

)

 

 

47,751

 

 

 

 

Pine Lake Village

 

 

6,300

 

 

 

10,991

 

 

 

1,510

 

 

 

6,300

 

 

 

12,501

 

 

 

18,801

 

 

 

(6,831

)

 

 

11,970

 

 

 

 

Pine Ridge Square

 

 

13,951

 

 

 

23,147

 

 

 

287

 

 

 

13,951

 

 

 

23,434

 

 

 

37,385

 

 

 

(2,692

)

 

 

34,693

 

 

 

 

Pine Tree Plaza

 

 

668

 

 

 

6,220

 

 

 

686

 

 

 

668

 

 

 

6,906

 

 

 

7,574

 

 

 

(3,888

)

 

 

3,686

 

 

 

 

Pinecrest Place

 

 

3,792

 

 

 

13,496

 

 

 

(201

)

 

 

3,591

 

 

 

13,496

 

 

 

17,087

 

 

 

(1,032

)

 

 

16,055

 

 

 

 

Plaza Escuela

 

 

24,829

 

 

 

104,395

 

 

 

1,657

 

 

 

24,829

 

 

 

106,052

 

 

 

130,881

 

 

 

(8,560

)

 

 

122,321

 

 

 

 

Plaza Hermosa

 

 

4,200

 

 

 

10,109

 

 

 

3,472

 

 

 

4,202

 

 

 

13,579

 

 

 

17,781

 

 

 

(7,045

)

 

 

10,736

 

 

 

 

Pleasanton Plaza

 

 

21,839

 

 

 

24,743

 

 

 

(17,196

)

 

 

14,440

 

 

 

14,946

 

 

 

29,386

 

 

 

(1,502

)

 

 

27,884

 

 

 

 

Point 50

 

 

15,239

 

 

 

11,367

 

 

 

(16,447

)

 

 

10,159

 

 

 

 

 

 

10,159

 

 

 

 

 

 

10,159

 

 

 

 

Point Royale Shopping Center

 

 

18,201

 

 

 

14,889

 

 

 

6,435

 

 

 

19,383

 

 

 

20,142

 

 

 

39,525

 

 

 

(2,975

)

 

 

36,550

 

 

 

 

Post Road Plaza

 

 

15,240

 

 

 

5,196

 

 

 

153

 

 

 

15,240

 

 

 

5,349

 

 

 

20,589

 

 

 

(579

)

 

 

20,010

 

 

 

 

Potrero Center

 

 

133,422

 

 

 

116,758

 

 

 

84

 

 

 

133,422

 

 

 

116,842

 

 

 

250,264

 

 

 

(9,593

)

 

 

240,671

 

 

 

 

Powell Street Plaza

 

 

8,248

 

 

 

30,716

 

 

 

1,921

 

 

 

8,248

 

 

 

32,637

 

 

 

40,885

 

 

 

(15,895

)

 

 

24,990

 

 

 

 

Powers Ferry Square

 

 

3,687

 

 

 

17,965

 

 

 

9,441

 

 

 

5,758

 

 

 

25,335

 

 

 

31,093

 

 

 

(17,050

)

 

 

14,043

 

 

 

 

Powers Ferry Village

 

 

1,191

 

 

 

4,672

 

 

 

721

 

 

 

1,191

 

 

 

5,393

 

 

 

6,584

 

 

 

(3,995

)

 

 

2,589

 

 

 

 

Preston Oaks

 

 

763

 

 

 

30,438

 

 

 

(19,379

)

 

 

569

 

 

 

11,253

 

 

 

11,822

 

 

 

(2,427

)

 

 

9,395

 

 

 

 

Prestonbrook

 

 

7,069

 

 

 

8,622

 

 

 

1,161

 

 

 

7,069

 

 

 

9,783

 

 

 

16,852

 

 

 

(6,999

)

 

 

9,853

 

 

 

 

Prosperity Centre

 

 

11,682

 

 

 

26,215

 

 

 

21

 

 

 

11,681

 

 

 

26,237

 

 

 

37,918

 

 

 

(2,934

)

 

 

34,984

 

 

 

 

Ralphs Circle Center

 

 

20,939

 

 

 

6,317

 

 

 

98

 

 

 

20,939

 

 

 

6,415

 

 

 

27,354

 

 

 

(856

)

 

 

26,498

 

 

 

 

Red Bank Village

 

 

10,336

 

 

 

9,500

 

 

 

1,966

 

 

 

10,514

 

 

 

11,288

 

 

 

21,802

 

 

 

(3,366

)

 

 

18,436

 

 

 

 

Regency Commons

 

 

3,917

 

 

 

3,616

 

 

 

291

 

 

 

3,917

 

 

 

3,907

 

 

 

7,824

 

 

 

(2,568

)

 

 

5,256

 

 

 

 

Regency Square

 

 

4,770

 

 

 

25,191

 

 

 

7,003

 

 

 

5,060

 

 

 

31,904

 

 

 

36,964

 

 

 

(24,565

)

 

 

12,399

 

 

 

 

Rivertowns Square

 

 

15,505

 

 

 

52,505

 

 

 

1,308

 

 

 

15,786

 

 

 

53,532

 

 

 

69,318

 

 

 

(2,759

)

 

 

66,559

 

 

 

 

119


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Rona Plaza

 

 

1,500

 

 

 

4,917

 

 

 

287

 

 

 

1,500

 

 

 

5,204

 

 

 

6,704

 

 

 

(3,116

)

 

 

3,588

 

 

 

 

Roosevelt Square

 

 

40,371

 

 

 

32,108

 

 

 

2,012

 

 

 

40,382

 

 

 

34,109

 

 

 

74,491

 

 

 

(2,118

)

 

 

72,373

 

 

 

 

Russell Ridge

 

 

2,234

 

 

 

6,903

 

 

 

1,442

 

 

 

2,234

 

 

 

8,345

 

 

 

10,579

 

 

 

(5,402

)

 

 

5,177

 

 

 

 

Ryanwood Square

 

 

10,581

 

 

 

10,044

 

 

 

101

 

 

 

10,573

 

 

 

10,153

 

 

 

20,726

 

 

 

(1,509

)

 

 

19,217

 

 

 

 

Salerno Village

 

 

1,355

 

 

 

 

 

 

 

 

 

1,355

 

 

 

 

 

 

1,355

 

 

 

(14

)

 

 

1,341

 

 

 

 

Sammamish-Highlands

 

 

9,300

 

 

 

8,075

 

 

 

8,477

 

 

 

9,592

 

 

 

16,260

 

 

 

25,852

 

 

 

(9,231

)

 

 

16,621

 

 

 

 

San Carlos Marketplace

 

 

36,006

 

 

 

57,886

 

 

 

320

 

 

 

36,006

 

 

 

58,206

 

 

 

94,212

 

 

 

(4,843

)

 

 

89,369

 

 

 

 

San Leandro Plaza

 

 

1,300

 

 

 

8,226

 

 

 

632

 

 

 

1,300

 

 

 

8,858

 

 

 

10,158

 

 

 

(4,855

)

 

 

5,303

 

 

 

 

Sandy Springs

 

 

6,889

 

 

 

28,056

 

 

 

3,430

 

 

 

6,889

 

 

 

31,486

 

 

 

38,375

 

 

 

(7,745

)

 

 

30,630

 

 

 

 

Sawgrass Promenade

 

 

10,846

 

 

 

12,525

 

 

 

214

 

 

 

10,846

 

 

 

12,739

 

 

 

23,585

 

 

 

(1,654

)

 

 

21,931

 

 

 

 

Scripps Ranch Marketplace

 

 

59,949

 

 

 

26,334

 

 

 

503

 

 

 

59,949

 

 

 

26,837

 

 

 

86,786

 

 

 

(2,004

)

 

 

84,782

 

 

 

(27,000

)

Sequoia Station

 

 

9,100

 

 

 

18,356

 

 

 

2,000

 

 

 

9,100

 

 

 

20,356

 

 

 

29,456

 

 

 

(11,081

)

 

 

18,375

 

 

 

 

Serramonte Center

 

 

390,106

 

 

 

172,652

 

 

 

53,895

 

 

 

409,839

 

 

 

206,814

 

 

 

616,653

 

 

 

(30,646

)

 

 

586,007

 

 

 

 

Shaw's at Plymouth

 

 

3,968

 

 

 

8,367

 

 

 

 

 

 

3,968

 

 

 

8,367

 

 

 

12,335

 

 

 

(1,029

)

 

 

11,306

 

 

 

 

Sheridan Plaza

 

 

82,260

 

 

 

97,273

 

 

 

(579

)

 

 

82,260

 

 

 

96,694

 

 

 

178,954

 

 

 

(10,019

)

 

 

168,935

 

 

 

 

Sherwood Crossroads

 

 

2,731

 

 

 

6,360

 

 

 

1,183

 

 

 

2,731

 

 

 

7,543

 

 

 

10,274

 

 

 

(3,473

)

 

 

6,801

 

 

 

 

Shoppes @ 104

 

 

11,193

 

 

 

 

 

 

2,382

 

 

 

7,078

 

 

 

6,497

 

 

 

13,575

 

 

 

(2,792

)

 

 

10,783

 

 

 

 

Shoppes at Homestead

 

 

5,420

 

 

 

9,450

 

 

 

2,181

 

 

 

5,420

 

 

 

11,631

 

 

 

17,051

 

 

 

(6,271

)

 

 

10,780

 

 

 

 

Shoppes at Lago Mar

 

 

8,323

 

 

 

11,347

 

 

 

(52

)

 

 

8,323

 

 

 

11,295

 

 

 

19,618

 

 

 

(1,498

)

 

 

18,120

 

 

 

 

Shoppes at Sunlake Centre

 

 

16,643

 

 

 

15,091

 

 

 

339

 

 

 

16,643

 

 

 

15,430

 

 

 

32,073

 

 

 

(2,299

)

 

 

29,774

 

 

 

 

Shoppes of Grande Oak

 

 

5,091

 

 

 

5,985

 

 

 

561

 

 

 

5,091

 

 

 

6,546

 

 

 

11,637

 

 

 

(5,286

)

 

 

6,351

 

 

 

 

Shoppes of Jonathan's Landing

 

 

4,474

 

 

 

5,628

 

 

 

260

 

 

 

4,474

 

 

 

5,888

 

 

 

10,362

 

 

 

(699

)

 

 

9,663

 

 

 

 

Shoppes of Oakbrook

 

 

20,538

 

 

 

42,992

 

 

 

440

 

 

 

20,538

 

 

 

43,432

 

 

 

63,970

 

 

 

(4,558

)

 

 

59,412

 

 

 

(3,670

)

Shoppes of Silver Lakes

 

 

17,529

 

 

 

21,829

 

 

 

56

 

 

 

17,529

 

 

 

21,885

 

 

 

39,414

 

 

 

(2,755

)

 

 

36,659

 

 

 

 

Shoppes of Sunset

 

 

2,860

 

 

 

1,316

 

 

 

(12

)

 

 

2,860

 

 

 

1,304

 

 

 

4,164

 

 

 

(210

)

 

 

3,954

 

 

 

 

Shoppes of Sunset II

 

 

2,834

 

 

 

715

 

 

 

5

 

 

 

2,834

 

 

 

720

 

 

 

3,554

 

 

 

(176

)

 

 

3,378

 

 

 

 

Shops at County Center

 

 

9,957

 

 

 

11,296

 

 

 

978

 

 

 

10,254

 

 

 

11,977

 

 

 

22,231

 

 

 

(9,511

)

 

 

12,720

 

 

 

 

Shops at Erwin Mill

 

 

9,082

 

 

 

6,124

 

 

 

245

 

 

 

9,082

 

 

 

6,369

 

 

 

15,451

 

 

 

(2,660

)

 

 

12,791

 

 

 

(10,000

)

Shops at John's Creek

 

 

1,863

 

 

 

2,014

 

 

 

(313

)

 

 

1,501

 

 

 

2,063

 

 

 

3,564

 

 

 

(1,399

)

 

 

2,165

 

 

 

 

Shops at Mira Vista

 

 

11,691

 

 

 

9,026

 

 

 

177

 

 

 

11,691

 

 

 

9,203

 

 

 

20,894

 

 

 

(2,133

)

 

 

18,761

 

 

 

(215

)

Shops at Quail Creek

 

 

1,487

 

 

 

7,717

 

 

 

629

 

 

 

1,448

 

 

 

8,385

 

 

 

9,833

 

 

 

(3,766

)

 

 

6,067

 

 

 

 

Shops at Saugus

 

 

19,201

 

 

 

17,984

 

 

 

(9

)

 

 

18,811

 

 

 

18,365

 

 

 

37,176

 

 

 

(10,191

)

 

 

26,985

 

 

 

 

Shops at Skylake

 

 

84,586

 

 

 

39,342

 

 

 

1,793

 

 

 

85,117

 

 

 

40,604

 

 

 

125,721

 

 

 

(5,422

)

 

 

120,299

 

 

 

 

Shops on Main

 

 

17,020

 

 

 

27,055

 

 

 

10,659

 

 

 

18,527

 

 

 

36,207

 

 

 

54,734

 

 

 

(9,935

)

 

 

44,799

 

 

 

 

Sope Creek Crossing

 

 

2,985

 

 

 

12,001

 

 

 

3,093

 

 

 

3,332

 

 

 

14,747

 

 

 

18,079

 

 

 

(8,714

)

 

 

9,365

 

 

 

 

South Bay Village

 

 

11,714

 

 

 

15,580

 

 

 

1,741

 

 

 

11,776

 

 

 

17,259

 

 

 

29,035

 

 

 

(4,570

)

 

 

24,465

 

 

 

 

South Beach Regional

 

 

28,188

 

 

 

53,405

 

 

 

862

 

 

 

28,188

 

 

 

54,267

 

 

 

82,455

 

 

 

(6,567

)

 

 

75,888

 

 

 

 

South Point

 

 

6,563

 

 

 

7,939

 

 

 

25

 

 

 

6,563

 

 

 

7,964

 

 

 

14,527

 

 

 

(1,038

)

 

 

13,489

 

 

 

 

Southbury Green

 

 

26,661

 

 

 

34,325

 

 

 

1,900

 

 

 

26,686

 

 

 

36,200

 

 

 

62,886

 

 

 

(3,807

)

 

 

59,079

 

 

 

 

120


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated

Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Southcenter

 

 

1,300

 

 

 

12,750

 

 

 

2,087

 

 

 

1,300

 

 

 

14,837

 

 

 

16,137

 

 

 

(8,065

)

 

 

8,072

 

 

 

 

Southpark at Cinco Ranch

 

 

18,395

 

 

 

11,306

 

 

 

7,426

 

 

 

21,438

 

 

 

15,689

 

 

 

37,127

 

 

 

(6,426

)

 

 

30,701

 

 

 

 

SouthPoint Crossing

 

 

4,412

 

 

 

12,235

 

 

 

1,186

 

 

 

4,382

 

 

 

13,451

 

 

 

17,833

 

 

 

(7,217

)

 

 

10,616

 

 

 

 

Starke

 

 

71

 

 

 

1,683

 

 

 

9

 

 

 

71

 

 

 

1,692

 

 

 

1,763

 

 

 

(814

)

 

 

949

 

 

 

 

Star's at Cambridge

 

 

31,082

 

 

 

13,520

 

 

 

(1

)

 

 

31,082

 

 

 

13,519

 

 

 

44,601

 

 

 

(1,421

)

 

 

43,180

 

 

 

 

Star's at Quincy

 

 

27,003

 

 

 

9,425

 

 

 

1

 

 

 

27,003

 

 

 

9,426

 

 

 

36,429

 

 

 

(1,562

)

 

 

34,867

 

 

 

 

Star's at West Roxbury

 

 

21,973

 

 

 

13,386

 

 

 

(8

)

 

 

21,973

 

 

 

13,378

 

 

 

35,351

 

 

 

(1,433

)

 

 

33,918

 

 

 

 

Sterling Ridge

 

 

12,846

 

 

 

12,162

 

 

 

783

 

 

 

12,846

 

 

 

12,945

 

 

 

25,791

 

 

 

(9,911

)

 

 

15,880

 

 

 

 

Stroh Ranch

 

 

4,280

 

 

 

8,189

 

 

 

661

 

 

 

4,280

 

 

 

8,850

 

 

 

13,130

 

 

 

(6,529

)

 

 

6,601

 

 

 

 

Suncoast Crossing

 

 

9,030

 

 

 

10,764

 

 

 

4,587

 

 

 

13,374

 

 

 

11,007

 

 

 

24,381

 

 

 

(7,040

)

 

 

17,341

 

 

 

 

Talega Village Center

 

 

22,415

 

 

 

12,054

 

 

 

67

 

 

 

22,415

 

 

 

12,121

 

 

 

34,536

 

 

 

(1,391

)

 

 

33,145

 

 

 

 

Tamarac Town Square

 

 

12,584

 

 

 

9,221

 

 

 

373

 

 

 

12,584

 

 

 

9,594

 

 

 

22,178

 

 

 

(1,403

)

 

 

20,775

 

 

 

 

Tanasbourne Market

 

 

3,269

 

 

 

10,861

 

 

 

(340

)

 

 

3,149

 

 

 

10,641

 

 

 

13,790

 

 

 

(5,409

)

 

 

8,381

 

 

 

 

Tassajara Crossing

 

 

8,560

 

 

 

15,464

 

 

 

1,907

 

 

 

8,560

 

 

 

17,371

 

 

 

25,931

 

 

 

(9,081

)

 

 

16,850

 

 

 

 

Tech Ridge Center

 

 

12,945

 

 

 

37,169

 

 

 

(4,340

)

 

 

12,945

 

 

 

32,829

 

 

 

45,774

 

 

 

(12,072

)

 

 

33,702

 

 

 

(4,554

)

The Abbot

 

 

72,910

 

 

 

6,086

 

 

 

(5,444

)

 

 

72,910

 

 

 

642

 

 

 

73,552

 

 

 

(63

)

 

 

73,489

 

 

 

 

The Field at Commonwealth

 

 

30,700

 

 

 

16,890

 

 

 

 

 

 

30,700

 

 

 

16,890

 

 

 

47,590

 

 

 

(2,318

)

 

 

45,272

 

 

 

 

The Gallery at Westbury Plaza

 

 

108,653

 

 

 

216,771

 

 

 

2,581

 

 

 

108,653

 

 

 

219,352

 

 

 

328,005

 

 

 

(19,898

)

 

 

308,107

 

 

 

 

The Hub Hillcrest Market

 

 

18,773

 

 

 

61,906

 

 

 

5,347

 

 

 

19,611

 

 

 

66,415

 

 

 

86,026

 

 

 

(14,462

)

 

 

71,564

 

 

 

 

The Marketplace (fka The Marketplace Shopping Center)

 

 

10,927

 

 

 

36,052

 

 

 

336

 

 

 

10,927

 

 

 

36,388

 

 

 

47,315

 

 

 

(3,639

)

 

 

43,676

 

 

 

 

The Plaza at St. Lucie West

 

 

1,718

 

 

 

6,204

 

 

 

(1

)

 

 

1,718

 

 

 

6,203

 

 

 

7,921

 

 

 

(660

)

 

 

7,261

 

 

 

 

The Point at Garden City Park

 

 

741

 

 

 

9,764

 

 

 

5,855

 

 

 

2,559

 

 

 

13,801

 

 

 

16,360

 

 

 

(2,193

)

 

 

14,167

 

 

 

 

The Pruneyard

 

 

112,136

 

 

 

86,916

 

 

 

56

 

 

 

112,136

 

 

 

86,972

 

 

 

199,108

 

 

 

(1,515

)

 

 

197,593

 

 

 

(2,200

)

The Shops at Hampton Oaks

 

 

843

 

 

 

372

 

 

 

65

 

 

 

843

 

 

 

437

 

 

 

1,280

 

 

 

(85

)

 

 

1,195

 

 

 

 

The Village at Riverstone

 

 

15,075

 

 

 

12,706

 

 

 

 

 

 

15,075

 

 

 

12,706

 

 

 

27,781

 

 

 

(846

)

 

 

26,935

 

 

 

 

The Village Center

 

 

43,597

 

 

 

16,428

 

 

 

714

 

 

 

44,070

 

 

 

16,669

 

 

 

60,739

 

 

 

(2,176

)

 

 

58,563

 

 

 

 

Town and Country

 

 

4,664

 

 

 

5,207

 

 

 

27

 

 

 

4,664

 

 

 

5,234

 

 

 

9,898

 

 

 

(977

)

 

 

8,921

 

 

 

 

Town Square

 

 

883

 

 

 

8,132

 

 

 

473

 

 

 

883

 

 

 

8,605

 

 

 

9,488

 

 

 

(5,263

)

 

 

4,225

 

 

 

 

Treasure Coast Plaza

 

 

7,553

 

 

 

21,554

 

 

 

626

 

 

 

7,553

 

 

 

22,180

 

 

 

29,733

 

 

 

(2,513

)

 

 

27,220

 

 

 

(2,388

)

Tustin Legacy

 

 

13,829

 

 

 

23,922

 

 

 

(1

)

 

 

13,828

 

 

 

23,922

 

 

 

37,750

 

 

 

(2,606

)

 

 

35,144

 

 

 

 

Twin City Plaza

 

 

17,245

 

 

 

44,225

 

 

 

2,389

 

 

 

17,263

 

 

 

46,596

 

 

 

63,859

 

 

 

(17,603

)

 

 

46,256

 

 

 

 

Twin Peaks

 

 

5,200

 

 

 

25,827

 

 

 

1,893

 

 

 

5,200

 

 

 

27,720

 

 

 

32,920

 

 

 

(14,853

)

 

 

18,067

 

 

 

 

Unigold Shopping Center

 

 

5,490

 

 

 

5,144

 

 

 

6,627

 

 

 

5,561

 

 

 

11,700

 

 

 

17,261

 

 

 

(1,842

)

 

 

15,419

 

 

 

 

University Commons

 

 

4,070

 

 

 

30,785

 

 

 

247

 

 

 

4,070

 

 

 

31,032

 

 

 

35,102

 

 

 

(5,490

)

 

 

29,612

 

 

 

(35,824

)

Valencia Crossroads

 

 

17,921

 

 

 

17,659

 

 

 

1,334

 

 

 

17,921

 

 

 

18,993

 

 

 

36,914

 

 

 

(16,248

)

 

 

20,666

 

 

 

 

Village at La Floresta

 

 

13,140

 

 

 

20,571

 

 

 

(301

)

 

 

13,156

 

 

 

20,254

 

 

 

33,410

 

 

 

(4,433

)

 

 

28,977

 

 

 

 

Village at Lee Airpark

 

 

11,099

 

 

 

12,971

 

 

 

3,355

 

 

 

11,803

 

 

 

15,622

 

 

 

27,425

 

 

 

(10,153

)

 

 

17,272

 

 

 

 

Village Center

 

 

3,885

 

 

 

14,131

 

 

 

9,496

 

 

 

5,480

 

 

 

22,032

 

 

 

27,512

 

 

 

(10,298

)

 

 

17,214

 

 

 

 

Von's Circle Center

 

 

49,037

 

 

 

22,618

 

 

 

674

 

 

 

49,037

 

 

 

23,292

 

 

 

72,329

 

 

 

(2,583

)

 

 

69,746

 

 

 

(7,083

)

 

121


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

 

 

Initial Cost

 

 

 

 

 

 

Total Cost

 

 

 

 

 

 

Net Cost

 

 

 

 

 

Shopping Centers (1)

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Cost

Capitalized

Subsequent to

Acquisition (2)

 

 

Land & Land

Improvements

 

 

Building &

Improvements

 

 

Total

 

 

Accumulated Depreciation

 

 

Net of

Accumulated

Depreciation

 

 

Mortgages

 

Walker Center

 

 

3,840

 

 

 

7,232

 

 

 

4,189

 

 

 

3,878

 

 

 

11,383

 

 

 

15,261

 

 

 

(7,278

)

 

 

7,983

 

 

 

 

Walmart Norwalk

 

 

20,394

 

 

 

21,261

 

 

 

9

 

 

 

20,394

 

 

 

21,270

 

 

 

41,664

 

 

 

(2,642

)

 

 

39,022

 

 

 

 

Waterstone Plaza

 

 

5,498

 

 

 

13,500

 

 

 

60

 

 

 

5,498

 

 

 

13,560

 

 

 

19,058

 

 

 

(1,506

)

 

 

17,552

 

 

 

 

Welleby Plaza

 

 

1,496

 

 

 

7,787

 

 

 

1,572

 

 

 

1,496

 

 

 

9,359

 

 

 

10,855

 

 

 

(7,827

)

 

 

3,028

 

 

 

 

Wellington Town Square

 

 

2,041

 

 

 

12,131

 

 

 

159

 

 

 

2,041

 

 

 

12,290

 

 

 

14,331

 

 

 

(7,433

)

 

 

6,898

 

 

 

 

West Bird Plaza

 

 

12,934

 

 

 

18,594

 

 

 

(30

)

 

 

12,934

 

 

 

18,564

 

 

 

31,498

 

 

 

(7,876

)

 

 

23,622

 

 

 

 

West Chester Plaza

 

 

1,857

 

 

 

7,572

 

 

 

630

 

 

 

1,857

 

 

 

8,202

 

 

 

10,059

 

 

 

(5,855

)

 

 

4,204

 

 

 

 

West Lake Shopping Center

 

 

10,561

 

 

 

9,792

 

 

 

157

 

 

 

10,561

 

 

 

9,949

 

 

 

20,510

 

 

 

(1,532

)

 

 

18,978

 

 

 

 

West Park Plaza

 

 

5,840

 

 

 

5,759

 

 

 

1,609

 

 

 

5,840

 

 

 

7,368

 

 

 

13,208

 

 

 

(4,391

)

 

 

8,817

 

 

 

 

Westbury Plaza

 

 

116,129

 

 

 

51,460

 

 

 

3,373

 

 

 

116,129

 

 

 

54,833

 

 

 

170,962

 

 

 

(6,877

)

 

 

164,085

 

 

 

(88,000

)

Westchase

 

 

5,302

 

 

 

8,273

 

 

 

1,048

 

 

 

5,302

 

 

 

9,321

 

 

 

14,623

 

 

 

(3,860

)

 

 

10,763

 

 

 

 

Westchester Commons

 

 

3,366

 

 

 

11,751

 

 

 

10,792

 

 

 

4,894

 

 

 

21,015

 

 

 

25,909

 

 

 

(8,151

)

 

 

17,758

 

 

 

 

Westlake Village Plaza

 

 

7,043

 

 

 

27,195

 

 

 

30,129

 

 

 

17,620

 

 

 

46,747

 

 

 

64,367

 

 

 

(25,579

)

 

 

38,788

 

 

 

 

Westport Plaza

 

 

9,035

 

 

 

7,455

 

 

 

11

 

 

 

9,035

 

 

 

7,466

 

 

 

16,501

 

 

 

(1,018

)

 

 

15,483

 

 

 

(2,385

)

Westbard - Manor Care

 

 

12,808

 

 

 

2,420

 

 

 

 

 

 

12,808

 

 

 

2,420

 

 

 

15,228

 

 

 

(1,204

)

 

 

14,024

 

 

 

 

Westbard Square

 

 

115,051

 

 

 

19,094

 

 

 

(117

)

 

 

115,051

 

 

 

18,977

 

 

 

134,028

 

 

 

(11,405

)

 

 

122,623

 

 

 

 

Westwood Village

 

 

19,933

 

 

 

25,301

 

 

 

(1,597

)

 

 

18,972

 

 

 

24,665

 

 

 

43,637

 

 

 

(14,339

)

 

 

29,298

 

 

 

 

Whole Foods at Swampscott

 

 

7,399

 

 

 

8,322

 

 

 

 

 

 

7,399

 

 

 

8,322

 

 

 

15,721

 

 

 

(886

)

 

 

14,835

 

 

 

 

Williamsburg at Dunwoody

 

 

7,435

 

 

 

3,721

 

 

 

827

 

 

 

7,444

 

 

 

4,539

 

 

 

11,983

 

 

 

(719

)

 

 

11,264

 

 

 

 

Willow Festival

 

 

1,954

 

 

 

56,501

 

 

 

2,826

 

 

 

1,976

 

 

 

59,305

 

 

 

61,281

 

 

 

(16,549

)

 

 

44,732

 

 

 

 

Willow Oaks

 

 

6,664

 

 

 

7,908

 

 

 

6

 

 

 

6,664

 

 

 

7,914

 

 

 

14,578

 

 

 

(2,053

)

 

 

12,525

 

 

 

 

Willows Shopping Center

 

 

51,964

 

 

 

78,029

 

 

 

1,555

 

 

 

51,992

 

 

 

79,556

 

 

 

131,548

 

 

 

(7,601

)

 

 

123,947

 

 

 

 

Woodcroft Shopping Center

 

 

1,419

 

 

 

6,284

 

 

 

1,136

 

 

 

1,421

 

 

 

7,418

 

 

 

8,839

 

 

 

(4,776

)

 

 

4,063

 

 

 

 

Woodman Van Nuys

 

 

5,500

 

 

 

7,195

 

 

 

423

 

 

 

5,500

 

 

 

7,618

 

 

 

13,118

 

 

 

(4,146

)

 

 

8,972

 

 

 

 

Woodmen Plaza

 

 

7,621

 

 

 

11,018

 

 

 

959

 

 

 

7,621

 

 

 

11,977

 

 

 

19,598

 

 

 

(10,982

)

 

 

8,616

 

 

 

 

Woodside Central

 

 

3,500

 

 

 

9,288

 

 

 

662

 

 

 

3,489

 

 

 

9,961

 

 

 

13,450

 

 

 

(5,391

)

 

 

8,059

 

 

 

 

Young Circle Shopping Center

 

 

5,986

 

 

 

10,394

 

 

 

(684

)

 

 

5,986

 

 

 

9,710

 

 

 

15,696

 

 

 

(1,019

)

 

 

14,677

 

 

 

 

Corporate Assets

 

 

 

 

 

 

 

 

2,303

 

 

 

 

 

 

2,303

 

 

 

2,303

 

 

 

(1,646

)

 

 

657

 

 

 

 

Land held for future development

 

 

37,520

 

 

 

 

 

 

(6,862

)

 

 

30,571

 

 

 

87

 

 

 

30,658

 

 

 

(2

)

 

 

30,656

 

 

 

 

Construction in progress

 

 

 

 

 

 

 

 

151,880

 

 

 

 

 

 

151,880

 

 

 

151,880

 

 

 

 

 

 

151,880

 

 

 

 

 

 

$

4,845,004

 

 

 

5,582,040

 

 

 

668,250

 

 

 

4,896,319

 

 

 

6,198,975

 

 

 

11,095,294

 

 

 

(1,766,162

)

 

 

9,329,132

 

 

 

(486,259

)

(1)

See Item 2, Properties, for geographic location and year each operating property was acquired.

(2)

The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded, and demolition of part of the property for redevelopment.

See accompanying report of independent registered public accounting firm.

 

 

122


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2019

(in thousands)

Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $8.8 billion at December 31, 2019.

The changes in total real estate assets for the years ended December 31, 2019, 2018, and 2017 are as follows:

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Beginning balance

 

$

10,863,162

 

 

 

10,892,821

 

 

 

4,933,499

 

Acquired properties and land

 

 

268,366

 

 

 

113,911

 

 

 

5,772,265

 

Developments and improvements

 

 

159,149

 

 

 

198,005

 

 

 

273,871

 

Sale of properties

 

 

(60,195

)

 

 

(277,270

)

 

 

(86,814

)

Properties held for sale

 

 

(58,527

)

 

 

(59,438

)

 

 

 

Provision for impairment

 

 

(76,661

)

 

 

(4,867

)

 

 

 

Ending balance

 

$

11,095,294

 

 

 

10,863,162

 

 

 

10,892,821

 

The changes in accumulated depreciation for the years ended December 31, 2019, 2018, and 2017 are as follows:

 

(in thousands)

 

2019

 

 

2018

 

 

2017

 

Beginning balance

 

$

1,535,444

 

 

 

1,339,771

 

 

 

1,124,391

 

Depreciation expense

 

 

260,814

 

 

 

249,489

 

 

 

222,395

 

Sale of properties

 

 

(4,643

)

 

 

(45,901

)

 

 

(7,015

)

Accumulated depreciation related to properties held for sale

 

 

(19,031

)

 

 

(7,729

)

 

 

 

Provision for impairment

 

 

(6,422

)

 

 

(186

)

 

 

 

Ending balance

 

$

1,766,162

 

 

 

1,535,444

 

 

 

1,339,771

 

See accompanying report of independent registered public accounting firm.

 

123


 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2019.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Parent Company's internal control over financial reporting.

The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2019 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 its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

124


 

Management's Report on Internal Control over Financial Reporting

The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2019.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Operating Partnership's internal control over financial reporting.

The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2020 Annual Meeting of Stockholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Code of Ethics.

We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at www.regencycenters.com. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.

Item 11. Executive Compensation

Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2020 Annual Meeting of Stockholders.

125


 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

(as of December 31, 2019)

 

 

 

(a)

 

 

(b)

 

 

(c)

 

Plan Category

 

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)

 

 

Number of securities remaining available for future issuance under equity  compensation plans (excluding  securities reflected in column a) (3)

 

Equity compensation plans approved by security holders

 

 

 

 

$

 

 

 

4,962,651

 

Equity compensation plans not approved by security holders

 

N/A

 

 

N/A

 

 

N/A

 

Total

 

 

 

 

$

 

 

 

4,962,651

 

(1)

This column does not include 623,090 shares that may be issued pursuant to unvested restricted stock and performance share awards.

(2)

The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.

(3)

The Regency Centers Corporation Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2020 Annual Meeting of Stockholders.

Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2020 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2020 Annual Meeting of Stockholders.

126


 

PART IV

Item 15. Exhibits and Financial Statement Schedules

 

(a)

Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 2019 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.

 

(b)

Exhibits:

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

 

1.

Underwriting Agreement

 

 

 

 

 

 

(a)

Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

 

 

 

 

 

 

 

 

(i)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;

 

 

 

 

 

 

 

 

(ii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;

 

 

 

 

 

 

 

 

(iii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;

 

 

 

 

 

 

 

 

(iv)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BB&T Capital Markets, a division of BB&T Securities, LLC;

 

 

 

 

 

 

 

 

(v)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC;

 

 

 

 

 

127


 

 

 

 

(vi)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and RBC Capital Markets, LLC;

 

 

 

 

 

 

 

 

(vii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and

 

 

 

 

 

 

 

 

(viii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.

 

 

 

 

 

 

 

(b)

Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by referent to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity Distribution Agreements, dated November 13, 2018, and listed in Exhibit 1 (a) are substantially identical in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.

 

 

 

 

 

 

 

(c)

Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 17, 2017).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to the Forward Master Confirmation (incorporated by reference to Exhibit 1.2 to the Company’s form 8-K filed on November 14, 2018).

 

 

 

 

 

 

 

(d)

Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 17, 2017).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to the Forward Master Confirmation (incorporated by reference to Exhibit 1.3 to the Company’s form 8-K filed on November 14, 2018).

 

 

 

 

 

 

 

(e)

Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 17, 2017).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to the Forward Master Confirmation (incorporated by reference to Exhibit 1.4 to the Company’s form 8-K filed on November 14, 2018).

 

 

 

 

 

3.

Articles of Incorporation and Bylaws

 

 

 

 

 

 

 

(a)

Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).

 

 

 

 

 

 

 

(b)

Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.B to the Company’s Form 10-Q filed on August 8, 2017).

 

 

 

 

 

 

 

(c)

Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).

 

 

 

 

 

4.

Instruments Defining Rights of Security Holders

 

 

 

 

 

 

 

(a)

See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.

 

 

 

 

 

 

 

(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).

 

 

 

 

 

128


 

 

 

 

(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).

 

 

 

 

 

 

 

(c)

Indenture dated September 9, 1998 between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by IRT Property Company on September 15, 1998).

 

 

 

 

 

 

 

 

(i)

Supplemental Indenture No. 1, dated September 9, 1998, between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.3 of Form 8-K filed by IRT Property Company on September 15, 1998).

 

 

 

 

 

 

 

 

(ii)

Supplemental Indenture No. 2, dated November 1, 1999, between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.5 of Form 8-K filed by IRT Property Company on November 12, 1999).

 

 

 

 

 

 

 

 

(iii)

Supplemental Indenture No. 3, dated February 12, 2003, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Equity One, Inc. on February 20, 2003).

 

 

 

 

 

 

 

 

(iv)

Supplemental Indenture No. 5, dated April 23, 2004, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Form 10-Q filed by Equity One, Inc. on May 10, 2004).

 

 

 

 

 

 

 

 

(v)

Supplemental Indenture No. 6, dated May 20, 2005, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.2 of Form 10-Q filed by Equity One, Inc. on August 5, 2005).

 

 

 

 

 

 

 

 

(vi)

Supplemental Indenture No. 8, dated December 30, 2005, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.17 of Form 10-K filed by Equity One, Inc. on March 3, 2006).

 

 

 

 

 

 

 

 

(vii)

Supplemental Indenture No. 13, dated as of October 25, 2012, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Equity One, Inc. on October 25, 2012).

 

 

 

 

 

129


 

 

 

 

(viii)

Supplemental Indenture No. 14, dated as of March 1, 2017, among Equity One, Inc., Regency Centers Corporation, Regency Centers, L.P., and U.S. Bank National Association, as successor to Sun Trust Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 1, 2017).

 

 

 

 

 

 

 

 

(ix)

Supplemental Indenture No. 15, dated as of July 26, 2017, among Regency Centers Corporation, Regency Centers, L.P., and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 27, 2017).

 

 

 

 

 

 

 

(d)

Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).

 

 

 

 

 

 

(e)

Description of the Company’s Securities Registered under Section 12 of the Exchange Act.

 

 

 

 

 

10.

Material Contracts (~ indicates management contract or compensatory plan)

 

 

 

 

 

 

 

~(a)

Form of Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(b)

Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).

 

 

 

 

 

 

 

~(c)

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(d)

Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).

 

 

 

 

 

 

 

~(e)

Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

 

 

 

 

 

 

 

~(f)

Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

 

 

 

 

 

 

 

~(g)

First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(h)

Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(i)

Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(j)

Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Annex A to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).

 

 

 

 

 

 

 

~(k)

Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).

 

 

 

 

 

 

 

~(l)

2020 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2020, by and between the Company and Michael J. Mas (incorporated by reference to Exhibit 90.1 of the Company's Form 8-K filed on January 7, 2020).

 

 

 

 

 

 

 

~(m)

Amended and Restated Severance and Change of Control Agreement dated as of April 27, 2017, by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed on May 10, 2017).

 

 

 

 

 

 

 

~(n)

Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on July 20, 2015).

130


 

 

 

 

 

 

 

 

~(o)

Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on July 20, 2015).

 

 

 

 

 

 

 

~(p)

Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed on July 20, 2015).

 

 

 

 

 

 

 

(q)

Fourth Amended and Restated Credit Agreement, dated as of March 23, 2018, 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 Form 8-K filed on March 26, 2018).

 

 

 

 

 

 

 

(r)

Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).

 

 

 

 

 

 

 

 

(i)

First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).

 

 

 

 

 

 

 

 

(ii)

Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).

 

 

 

 

 

 

 

 

(iii)

Third Amendment to Term Loan Agreement dated as of June 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 8, 2014).

 

 

 

 

 

 

 

 

(iv)

Fourth Amendment to Term Loan Agreement dated as of May 13, 2015 (incorporated by reference to Exhibit 10(j)(iv) to the Company's Form 10-K filed on February 18, 2016).

 

 

 

 

 

 

 

 

(v)

Fifth Amendment to Term Loan Agreement dated as of July 7, 2016 (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on July 7, 2016).

 

 

 

 

 

 

 

 

(vi)

Sixth Amendment to Term Loan Agreement, dated as of March 2, 2017, 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 4.3 to the Company’s Form 8-K filed on March 2, 2017).

 

 

 

 

 

 

 

 

(vii)

Seventh Amendment to Term Loan Agreement, dated as of March 23, 2018, 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 4.3 to the Company’s Form 8-K filed on March 26, 2018).

 

 

 

 

 

 

 

(s)

Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).

 

 

 

 

 

21.

Subsidiaries of Regency Centers Corporation

 

 

 

 

 

23.

Consents of Independent Accountants

 

 

 

 

 

 

23.1

Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.

 

 

 

 

 

31.

Rule 13a-14(a)/15d-14(a) Certifications.

131


 

 

 

 

 

 

 

31.1

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

31.2

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

31.3

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

31.4

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

32.

Section 1350 Certifications.

 

The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

32.1

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

32.2

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

32.3

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

32.4

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

101.

Interactive Data Files

 

 

 

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

101.DEF+ 

Inline XBRL Taxonomy Definition Linkbase Document

 

 

 

 

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

+ Submitted electronically with this Annual Report

 

 

 

 

 

 

 

 

 

132


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

February 14, 2020

REGENCY CENTERS CORPORATION

 

 

 

 

 

 

By:

/s/ Lisa Palmer

 

 

 

Lisa Palmer, President and Chief Executive Officer

 

February 14, 2020

REGENCY CENTERS, L.P.

 

 

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 14, 2020

 

/s/ Martin E. Stein, Jr.

 

 

Martin E. Stein. Jr., Executive Chairman of the Board

 

 

 

February 14, 2020

 

/s/ Lisa Palmer

 

 

Lisa Palmer, President, Chief Executive Officer, and Director

 

 

 

February 14, 2020

 

/s/ Michael J. Mas

 

 

Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)

 

 

 

February 14, 2020

 

/s/ J. Christian Leavitt

 

 

J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)

 

 

 

February 14, 2020

 

/s/ Joseph Azrack

 

 

Joseph Azrack, Director

 

 

 

February 14, 2020

 

/s/ Bryce Blair

 

 

Bryce Blair, Director

 

 

 

February 14, 2020

 

/s/ C. Ronald Blankenship

 

 

C. Ronald Blankenship, Director

 

 

 

February 14, 2020

 

/s/ Deirdre J. Evens

 

 

Deirdre J. Evens, Director

 

 

 

February 14, 2020

 

/s/ Thomas W. Furphy

 

 

Tom W. Furphy, Director

 

 

 

February 14, 2020

 

/s/ Karin M. Klein

 

 

Karin M. Klein, Director

 

 

 

February 14, 2020

 

/s/ Peter Linneman

 

 

Peter Linneman, Director

 

 

 

February 14, 2020

 

/s/ David P. O'Connor

 

 

David P. O'Connor, Director

 

 

 

February 14, 2020

 

/s/ Thomas G. Wattles

 

 

Thomas G. Wattles, Director

 

 

133

reg-ex4e_887.htm

Exhibit 4(e)

 

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

As of December 31, 2019, Regency Centers Corporation (“Regency” or “our”) had one class of securities, our common stock, par value $0.01 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended.

 

The following description of our capital stock is a summary and is subject to, and is qualified in its entirety by reference to the provisions of our Restated Articles of Incorporation, as amended (the “Articles”) and our Bylaws, as amended and restated (the “Bylaws”), copies of which are incorporated by reference as Exhibits 3(a) and 3(b) to our Annual Report on Form 10-K for the year ended December 31, 2019 of which this Exhibit 4(e) is a part.

 

Description of Common Stock of Regency

 

The total number of shares of capital stock authorized by the Articles is 260,000,000, consisting of 220,000,000 shares of Common Stock, 30,000,000 shares of preferred stock and 10,000,000 shares of special common stock which may be issued in one or more classes or series as described in the Articles.  Holders of our Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders. All actions submitted to a vote of shareholders are voted on by holders of Common Stock voting together as a single class. Holders of Common Stock are not entitled to cumulative voting in the election of directors.

Holders of Common Stock are entitled to receive dividends in cash or in property on an equal share-for-share basis, if and when dividends are declared on the Common Stock by our board of directors, subject to any preference in favor of outstanding shares of preferred stock.

In the event of the liquidation of our company, all holders of Common Stock will participate on an equal share-for-share basis with each other in our net assets available for distribution after payment of our liabilities and payment of any liquidation preferences in favor of outstanding shares of preferred stock.

Holders of Common Stock are not entitled to preemptive rights, and the Common Stock is not subject to redemption.

The rights of holders of Common Stock are subject to the rights of holders of any preferred stock that we have designated or may designate in the future. The rights of preferred shareholders may adversely affect the rights of the common shareholders.

 

 

reg-ex21_886.htm

REGENCY CENTERS CORPORATION

Subsidiaries

Exhibit 21

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Regency Centers, L.P.

Delaware

Regency Centers Corporation

Outside Investors

General Partner

Limited Partners

~99.6%

~0.4%

Columbia Cameron Village SPE, LLC

Delaware

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

Managing Member

Member

30%

70%

Columbia Cameron Village, LLC

Delaware

Columbia Cameron Village SPE, LLC

Member

100%

Columbia Regency Retail Partners, LLC

Delaware

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

Managing Member

Member

20%

80%

Columbia Crossroads Commons, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Retail Dulles, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Retail Texas 3, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Retail Sweetwater Plaza, LP

Delaware

Columbia Retail Texas 3, LLC

Columbia Regency Retail Partners, LLC

General Partner

Limited Partner

1%

99%

Columbia Retail Washington 1, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Cascade Plaza, LLC

Delaware

Columbia Retail Washington 1, LLC

Columbia Regency Retail Partners, LLC

Managing Member

Member

1%

99%

Columbia Julington Village, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Palm Valley Marketplace, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Regency Partners II, LLC

Delaware

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

Managing Member

Member

20%

80%

Columbia II Broadway Market, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Burnt Mills Shopping Center, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Cochran Commons, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Hollymead Town Center, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Hollymead, LLC

Delaware

Hollymead Town Center, LLC

Member

100%

Columbia II Johns Creek, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Ridgewood, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Lorton Station Marketplace Member, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Lorton Station Marketplace, LLC

Delaware

Columbia Lorton Station Marketplace Member, LLC

Member

100%

Columbia Lorton Station Town Center, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Marina Shores, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Plantation Plaza Member, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Plantation Plaza, LLC

Delaware

Columbia Plantation Plaza Member, LLC

Member

100%

Columbia II Rockridge Center, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Retail Shorewood Crossing, LLC

Delaware

Columbia Regency Retail Partners, LLC

Member

100%

Columbia Shorewood Crossing Phase 2 Member, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Shorewood Crossing Phase 2, LLC

Delaware

Columbia Shorewood Crossing Phase 2 Member, LLC

Member

100%

Columbia Shorewood Crossing Phase 3, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Signal Hill Two, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Signal Hill, LLC

Delaware

Signal Hill Two, LLC

Member

100%

Columbia Speedway Plaza Member, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia Speedway Plaza, LLC

Delaware

Columbia Speedway Plaza Member, LLC

Member

100%

Columbia Sutton Square, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

1

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Columbia II Holding, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Columbia II Raley’s Center, LLC

Delaware

Columbia II Holding, LLC

Member

100%

Columbia II Village Plaza, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

GRI-Regency, LLC

 

Delaware

Global Retail Investors, LLC

Regency Centers, L.P.

Member

Managing Member

60%

40%

GRI-Lake Grove, LLC

Delaware

GRI-Regency Lake Grove Member, LLC

Member

100%

GRI-Regency Lake Grove Member, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW PA-Mercer Square, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW PA-Newtown Square, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW PA-Warwick Plaza, LLC

Delaware

GRI-Regency, LLC

Member

100%

MCW-RC SC-Merchant’s, LLC (fka MCW-RC South Carolina, LLC)

Delaware

GRI-Regency, LLC

 

Member

100%

MCW-RC SC-Merchant’s Village Member, LLC

Delaware

MCW-RC SC-Merchant’s, LLC

Member

100%

MCW-RC SC-Merchant’s Village, LLC

Delaware

MCW-RC SC-Merchant’s Village Member, LLC

Member

100%

FW-CA Brea Marketplace Member, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW CA-Brea Marketplace, LLC

Delaware

FW-CA Brea Marketplace Member, LLC

Member

100%

FW CA-Brea Marketplace II, LLC

Delaware

GRI-Regency, LLC

Member

100%

U.S. Retail Partners Holding, LLC

Delaware

GRI-Regency, LLC

Member

100%

U.S. Retail Partners Member, LLC

Delaware

GRI-Regency, LLC

Member

100%

U.S. Retail Partners, LLC

Delaware

U.S. Retail Partners Holding, LLC

U.S. Retail Partners Member, LLC

Managing Member

Member

1%

99%

FW CO-Arapahoe Village, LLC

Delaware

U.S. Retail Partners, LLC

Member

100%

FW CO-Cherrywood Square, LLC

Delaware

U.S. Retail Partners, LLC

Member

100%

FW MN-Rockford Road, LLC

Delaware

U.S. Retail Partners, LLC

Member

100%

FW CO-Ralston Square, LLC

Delaware

U.S. Retail Partners, LLC

Member

100%

FW MN-Colonial Square, LLC

Delaware

U.S. Retail Partners, LLC

Member

100%

USRP I Holding, LLC

Delaware

GRI-Regency, LLC

Member

100%

USRP I Member, LLC

Delaware

GRI-Regency, LLC

Member

100%

USRP I, LLC

Delaware

USRP I Holding, LLC

USRP I Member, LLC

Managing Member

Member

1%

99%

FW NJ-Plaza Square, LLC

Delaware

USRP I, LLC

Member

100%

FW VA-Greenbriar Town Center, LLC

Delaware

USRP I, LLC

Member

100%

FW VA-Festival at Manchester, LLC

Delaware

USRP I, LLC

Member

100%

FW-Reg II Holdings, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW CA-Bay Hill Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Five Points Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Mariposa Gardens Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Navajo Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Point Loma Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Rancho San Diego Village, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Silverado Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Snell & Branham Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Twin Oaks Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CA-Ygnacio Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW CT-Corbins Corner Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW DC-Spring Valley Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW IL-Riverside/Rivers Edge, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW IL-Riverview Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW IL-Stonebrook Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

USRP Willow East, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

2

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

FW VA-Ashburn Farm Village Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW VA-Centre Ridge Marketplace, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW VA-Fox Mill Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW VA-Kings Park Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW VA-Saratoga Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW VA-The Village Shopping Center, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW WA-Aurora Marketplace, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW WA-Eastgate Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW WA-Eastgate Plaza II, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW WA-Overlake Fashion Plaza, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

FW WA-Overlake Fashion Plaza II, LLC

Delaware

FW-Reg II Holdings, LLC

Member

100%

Parkville Shopping Center, LLC

Maryland

FW-Reg II Holdings, LLC

Member

100%

FW-Reg II Holding Company Two, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW IL-McHenry Commons Shopping Center, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW CA-Granada Village, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW CA-Laguna Niguel Plaza, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW CA-Pleasant Hill Shopping Center, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW IL-Civic Center Plaza, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW IN-Willow Lake West, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW NJ-Westmont Shopping Center, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW NC-Shoppes of Kildaire, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

FW OR-Greenway Town Center, LLC

Delaware

FW-Reg II Holding Company Two, LLC

Member

100%

USRP LP, LLC

Delaware

GRI-Regency, LLC

Member

100%

USRP GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

US Retail Partners Limited Partnership

Delaware

USRP GP, LLC

USRP LP, LLC

General Partner

Limited Partner

1%

99%

FW MD Woodmoor Borrower, LLC

Delaware

US Retail Partners Limited Partnership

Member

100%

FW VA-Willston Centre II, LLC

Delaware

US Retail Partners Limited Partnership

Member

100%

FW Woodholme GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

Woodholme Properties Limited Partnership

Maryland

FW Woodholme GP, LLC

Eastern Shopping Centers I, LLC

General Partner

Limited Partner

1%

99%

FW Woodholme Borrower, LLC

Delaware

Woodholme Properties Limited Partnership

Member

100%

FW Southside Marketplace GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

Southside Marketplace Limited Partnership

Maryland

FW Southside Marketplace GP, LLC

Eastern Shopping Centers I, LLC

General Partner

Limited Partner

1%

99%

FW Southside Marketplace Borrower, LLC

Delaware

Southside Marketplace Limited Partnership

Member

100%

FW Valley Centre GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

Greenspring Associates Limited Partnership

Maryland

FW Valley Centre GP, LLC

Eastern Shopping Centers I, LLC

General Partner

Limited Partner

1%

99%

FW MD-Greenspring Borrower, LLC

Delaware

Greenspring Associates Limited Partnership

Member

100%

Eastern Shopping Centers I, LLC

Delaware

GRI-Regency, LLC

Member

100%

Cloppers Mill Village Center, LLC

Maryland

Eastern Shopping Centers I, LLC

FW-Reg II Holdings, LLC

Member

Member

1%

99%

City Line Shopping Center Associates

Pennsylvania

US Retail Partners Limited Partnership

City Line LP, LLC

General Partner

Limited Partner

1%

99%

City Line LP, LLC

Delaware

USRP LP, LLC

Member

100%

FW Allenbeth GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

Allenbeth Associates Limited Partnership

Maryland

FW Allenbeth GP, LLC

Eastern Shopping Centers I, LLC

General Partner

Limited Partner

1%

99%

3

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

FW Weslyan GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW TX-Weslyan Plaza, L.P.

Delaware

FW Weslyan GP, LLC

GRI-Regency, LLC

General Partner

Limited Partner

1%

99%

FW Woodway GP, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW TX-Woodway Collection, L.P.

Delaware

FW Woodway GP, LLC

GRI-Regency, LLC

General Partner

Limited Partner

1%

99%

FW Gayton Crossing Holding, LLC

Delaware

GRI-Regency, LLC

Member

100%

FW VA-Gayton Crossing Shopping Center, LLC

Delaware

FW Gayton Crossing Holding, LLC

Member

100%

MCW RC III Hilltop Village Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCW RC III Hilltop Village, LLC

Delaware

MCW RC III Hilltop Village Member, LLC

Member

100%

MCW-RD Brentwood Plaza, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCW-RD Bridgeton, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCW-RD Dardenne Crossing, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCW-RD Kirkwood Commons Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCW-RD Kirkwood Commons, LLC

Delaware

MCW-RD Kirkwood Commons Member, LLC

Member

100%

RegCal, LLC

Delaware

California State Teachers Retirement System

Regency Centers, L.P.

Member

 

Managing Member

75%

 

25%

RegCal Holding, LLC

Delaware

RegCal, LLC

Member

100%

CAR Apple Valley Square Member, LLC

Delaware

RegCal, LLC

Member

100%

CAR Apple Valley Square, LLC

Delaware

CAR Apple Valley Square Member, LLC

Member

100%

CAR Apple Valley Land, LLC

Delaware

RegCal, LLC

Member

100%

CAR Braemar Village, LLC

Delaware

RegCal, LLC

Member

100%

CAR Calhoun Commons, LLC

Delaware

RegCal, LLC

Member

100%

CAR Corral Hollow, LLC

Delaware

RegCal Holding, LLC

Member

100%

CAR Providence Commons, LLC

Delaware

RegCal, LLC

Member

100%

CAR Shops at the Columbia, LLC

Delaware

RegCal, LLC

Member

100%

KF-REG Holding, LLC

Delaware

RegCal, LLC

Member

100%

KF-REG Associates, LLC

Delaware

KF-REG Holding, LLC

Member

100%

King Farm Center, LLC

Delaware

KF-REG Associates, LLC

Member

100%

US Regency Retail REIT I

Texas

US Southern Retail, LLC

US Republic Core Fund, L.P.

Regency Centers, L.P.

Common Stock

Common Stock

Common Stock

57.27%

23.53%

19.20%

US Regency Retail I, LLC

Delaware

US Regency Retail REIT I

Regency Centers, L.P.

Member

Managing Member

99%

1%

RC FL-Anastasia, LLC (fka MCW-RC FL-Anastasia, LLC)

Delaware

Regency Centers, L.P.

 

Member

100%

RC FL-Shoppes at 104, LLC (fka MCW-RC FL-Shoppes at 104, LLC)

Delaware

Regency Centers, L.P.

 

Member

100%

RC GA-Howell Mill, LLC (fka MCW-RC GA-Howell Mill Village, LLC)

Delaware

Regency Centers, LLC

Member

100%

MCD-RC CA-Amerige, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCD-RC El Cerrito Holdings, LLC

Delaware

Regency Centers, L.P.

Member

100%

MCD-RC CA-El Cerrito, LLC

Delaware

MCD-RC El Cerrito Holdings, LLC

Member

100%

REG8 Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

REG8 Tassajara Crossing, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Plaza Hermosa, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Sequoia Station, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Mockingbird Commons, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Sterling Ridge, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Prestonbrook Crossing, LLC

Delaware

REG8 Member, LLC

Member

100%

REG8 Wellington, LLC

Delaware

REG8 Member, LLC

Member

100%

4

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

REG8 Berkshire Commons, LLC

Delaware

REG8 Member, LLC

Member

100%

FL-Corkscrew Village Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

FL-Corkscrew Village, LLC

Delaware

FL-Corkscrew Village Member, LLC

Member

100%

FL-Naples Walk Shopping Center Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

FL-Naples Walk Shopping Center, LLC

Delaware

FL-Naples Walk Shopping Center Member, LLC

Member

100%

FL-Northgate Square Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

FL-Northgate Square, LLC

Delaware

FL-Northgate Square Member, LLC

Member

100%

FL-Westchase Center Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

FL-Westchase Center, LLC

Delaware

FL-Westchase Center Member, LLC

Member

100%

19330 Hawthorne, LLC

Delaware

Regency Centers, L.P.

Member

100%

1C Tustin Legacy, LLC

Delaware

Regency Centers, L.P.

Member

100%

60617 Balboa Mesa, LLC

Delaware

Regency Centers, L.P.

Member

100%

4S Regency Partners, LLC

Delaware

Regency Centers, L.P.

4S Ranch Company 1700, L.P.

Member

Member

85%

15%

Alba Village Phase II, LLC

Delaware

Regency Centers, L.P.

Member

100%

Alba Village Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Bartram Park Center, LLC

 

Delaware

Regency Centers, L.P.

Real Sub, LLC

Managing Member

Member

50%

50%

Belleview Square, LLC

Delaware

Regency Centers, L.P.

Member

100%

Belmont Chase, LLC

Delaware

Regency Centers, L.P.

Member

100%

Bridges Insurance Company

South Carolina

Regency Centers, L.P.

Shareholder

100%

Buckwalter Bluffton, LLC

Delaware

Regency Centers, L.P.

Member

100%

Caligo Crossing, LLC

Delaware

Regency Centers, L.P.

Member

100%

CityLine-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clayton Valley Shopping Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clybourn Commons-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

Colonnade Regency, L.P.

Delaware

Regency NC GP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

1%

99%

Corvallis Market Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

CPGPI Regency Erwin, LLC

Delaware

Regency Centers, L.P.

CPGPI Erwin Retail, LLC

Managing Member

Member

55%

45%

Fairfax Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Fellsway Associates Holdings Company, LLC

Delaware

Regency Centers, L.P.

Charter Fellsway, LLC

Charter Fellsway Group, LLC

Member

Member

Member

75%

24%

1%

Fellsway Associates, LLC

Delaware

Fellsway Associates Holdings Company, LLC

Member

100%

Fellsway Property, LLC

Delaware

Fellsway Associates Holdings Company, LLC

Member

100%

Fontainebleau Square, LLC

Delaware

Regency Centers, L.P.

Member

100%

Gateway 101, LLC

Delaware

Regency Centers, L.P.

Member

100%

Gateway Azco GP, LLC

Delaware

Regency Centers, L.P.

Member

100%

Gateway Azco LP, LLC

Delaware

Regency Centers, L.P.

Member

100%

AZCO Partners

Pennsylvania

Gateway Azco Partners GP, LLC

Gateway Azco LP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

Limited Partner

1%

89%

10%

Glen Oak Glenview, LLC

Delaware

Regency Centers, L.P.

Member

100%

Grand Ridge Plaza I, LLC

Delaware

Regency Centers, L.P.

Member

100%

Grand Ridge Plaza II, LLC

Delaware

Regency Centers, L.P.

Member

100%

Hibernia North, LLC

Delaware

Regency Centers, L.P.

Member

100%

Hickory Creek Plaza, LLC

Delaware

Regency Centers, L.P.

Member

100%

Hoadly Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Holly Park Property, LLC

Delaware

Regency Centers, L.P.

Purser HP, LLC

Managing Member

Member

99.273%

.0727%

Hunters Lake Tampa, LLC

Delaware

Regency Centers, L.P.

Harrison Bennett Properties, LLC

Managing Member

Member

Varies

5

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Indian Springs at Woodlands, Ltd.

Texas

Indian Springs GP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

0.1%

99.9%

Indian Springs GP, LLC

Delaware

Regency Centers, L.P.

Member

100%

Indio Jackson, LLC

Delaware

Regency Centers, L.P.

Member

100%

Kent Place Regency, LLC

Delaware

Regency Centers, L.P.

Kent Place Investors, LLC

Managing Member

Member

50%

50%

La Floresta Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Lee Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

The Marketplace at Briargate, LLC

Delaware

Regency Centers, L.P.

Member

100%

Murfreesboro North, LLC

Delaware

Regency Centers, L.P.

BSM County Farm Road, LLC

Managing Member

Member

varies

NSHE Winnebago, LLC

Arizona

Regency Centers, L.P.

Member

100%

NTC-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

New Smyrna Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Northlake Village Shopping Center, LLC

Florida

Regency Centers, L.P.

Member

100%

Oakshade Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Ocala Corners, LLC

Delaware

Regency Centers, L.P.

Member

100%

Otay Mesa Crossing, LLC

Delaware

Regency Centers, L.P.

Transcan Otay Mesa, LLC

Managing Member

Member

Varies

Parmer Tech Ridge, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Centers Acquisitions, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Centers Advisors, LLC

Florida

Regency Centers, L.P.

Member

100%

Red Bank Village, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Blue Ash, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Marinita-LaQuinta, LLC

Delaware

Regency Centers, L.P.

Marinita Development Co.

Managing Member

Member

Varies

Regency NC GP, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency-Kleban Properties, LLC

Delaware

Regency Centers, L.P.

Brick Walk Associates, LLC

Pine Tree Ventures, LLC

Bright Star, LLC

1261 Post Road Associates, LLC

Kleban Holding Company, LLC

Kleban Holding Company II, LLC

Kleban Fairfield, LLC

Alida Kleban Holding Company, LLC

Sun Realty Associates, LLC

Kleban Development Company

FBW, LLC

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

80.0000%

5.1676%

1.1789%

0.9871%

1.3768%

2.6451%

0.7769%

1.1790%

0.8306%

3.9009%

0.4598%

1.4973%

R-K Brick Walk I, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Brick Walk II, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Brick Walk III, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Brick Walk IV, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Brick Walk V, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Fairfield I, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Fairfield IV, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Fairfield V, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Black Rock I, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Black Rock II, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

R-K Black Rock III, LLC

Delaware

Regency-Kleban Properties, LLC

Member

100%

Regency Petaluma, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Remediation, LLC

Florida

Regency Centers, L.P.

Member

100%

Regency Village at Dublin, LLC

Delaware

Regency Centers, L.P.

Member

100%

Sandy Springs Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

SEPR Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Shops at Saugus, LLC

Delaware

Regency Centers, L.P.

Member

100%

Shops at Mira Vista Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Shoppes on Riverside Jax, LLC

Delaware

Regency Centers, L.P.

Member

100%

6

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Southpark Cinco Ranch, LLC

Delaware

Regency Centers, L.P.

Member

100%

Spring Hill Town Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

T&R New Albany Development Company, LLC

Ohio

Regency Centers, L.P.

Topvalco

Managing Member

Member

50%

50%

Tinwood, LLC

Delaware

Regency Centers, L.P.

Real Sub, LLC

Managing Member

Member

50%

50%

Tinwood-Pebblebrooke, LLC

Delaware

Tinwood, LLC

Member

100%

Twin City Plaza Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

Twin City Plaza, LLC

Delaware

Twin City Plaza Member, LLC

Member

100%

UC Shopping Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

Uncommon, LLC

Delaware

Regency Centers, L.P.

Member

100%

Uptown Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

Uptown District Regency, LLC

Delaware

Uptown Member, LLC

Member

100%

WFC-Purnell, L.P.

Delaware

Regency NC GP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

1%

99%

Willow Festival Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Willow Oaks Crossing, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Realty Group, Inc.

Florida

Regency Centers, L.P.

Common Stock

100%

1488-2978 SC GP, LLC

Delaware

Regency Centers, L.P.

Member

100%

1488-2978 SC, L.P.

Texas

1488-2978 SC GP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

1%

99%

Centerplace of Greeley III, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Culpeper Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

East San Marco, LLC

Florida

Regency Realty Group, Inc.

Member

100%

Kulpsville Village Center LP, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Kulpsville Village Center, L.P.

Delaware

RRG Pennsylvania GP, Inc.

Kulpsville Village Center LP, LLC

General Partner

Limited Partner

1%

99%

Lower Nazareth LP Holding, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Lower Nazareth Partner, LP

Delaware

Regency Realty Group, Inc.

Lower Nazareth LP Holding, LLC

Limited Partner

General Partner

100%

0%

Lower Nazareth GP, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Lower Nazareth Commons, LP

Delaware

Lower Nazareth GP, LLC

Lower Nazareth Partner, LP

General Partner

Limited Partner

.5%

99.5%

NorthGate Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Paso Golden Hill, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

RB Schererville Crossings, LLC

Delaware

Regency Realty Group, Inc.

WH41, LLC

Managing Member

Member

Varies

Baronhawks, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

RRG Net, LLC

Florida

Regency Realty Group, Inc.

Member

100%

Regency Solar, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Regency Solar II, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

Seminole Shoppes, LLC

Delaware

Regency Centers, L.P.

Member

100%

Shops at Highland Village GP, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Shops at Highland Village Development, Ltd.

Delaware

Shops at Highland Village GP, LLC

Regency Centers, L.P.

General Partner

Limited Partner

1%

99%

Shops at Quail Creek, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Stonewall Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

RRG Pennsylvania GP, Inc.

Florida

Regency Realty Group, Inc.

Common Stock

100%

US Regency Hasley Canyon Village, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Blossom Valley, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Alden Bridge, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Bethany Park Place, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Shiloh Springs, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Willa Springs, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Dunwoody Hall, LLC

Delaware

US Regency Retail I, LLC

Member

100%

US Regency Maynard Crossing, LLC

Delaware

US Regency Retail I, LLC

Member

100%

Clarendon Regency I, LLC

Delaware

Regency Centers, L.P.

Member

100%

7

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Mellody Farm, LLC

Delaware

Regency Centers, L.P.

Member

100%

Springwoods Village Stuebner/Regency, LLC

Delaware

Regency Centers, L.P.
Spring RRC I, LLC

Managing Member

Member

53%

47%

Spring Stuebner RRC I Inc.

Delaware

Springwoods Village Stuebner/Regency, LLC

Member

100%

Culver Public Market, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clarendon Regency II, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clarendon Regency III, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clarendon Regency IV, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clarendon Regency V, LLC

Delaware

Regency Centers, L.P.

Member

100%

2C Tustin Legacy, LLC

Delaware

Regency Centers, L.P.

Member

100%

Klahanie Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Commonwealth Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Commonwealth Regency II, LLC

Delaware

Regency Centers, L.P.

Member

100%

Bridgewater Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Midtown East Regency-ITB, LLC

Delaware

Regency Centers, L.P.
I.T.B. Holdings, L.L.C.

Member

Member

50%
50%

The Village at Riverstone, LLC

Delaware

Regency Centers, L.P.

RIVJV, LLC

Managing Member

Member

varies

Columbia II Plaza Venezia, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Chimney Rock LQR, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

Garden City Park, LLC

Delaware

Regency Centers, L.P.

Member

100%

Pinecrest Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Springing Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Goodwyn, LLC

Delaware

Regency Centers, L.P.

Richmond Shopping Center, Inc. and Goodwyn Bros. General Partnership

Managing Member

Member

Varies

Indigo Square Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

5510-5520 Broadway, LLC

Delaware

Regency Centers, L.P.

Member

100%

Equity Asset Investor (Talega) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Bridgemill) LLC

Georgia

Regency Centers, L.P.

Member

100%

Equity One (Copps Hill) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Florida Portfolio) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Louisiana Portfolio) LLC

Florida

Louisiana Holding LLC

Member

100%

Equity One (Northeast Portfolio) LLC

Massachusetts

Regency Centers, L.P.

Member

100%

Equity One (San Carlos) LLC

Delaware

Equity One (West Coast Portfolio) LLC

Member

100%

Equity One (Sheridan Plaza) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Southeast Portfolio) LLC

Georgia

Regency Centers, L.P.

Member

100%

Equity One (Summerlin) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Westbury Plaza) LLC

Delaware

Regency Centers, L.P.

Member

100%

Equity One (West Coast Portfolio) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Westport) LLC

Florida

Regency Centers, L.P.

Member

100%

Equity One (Westport Village Center) LLC

Delaware

Regency Centers, L.P.

Member

100%

Equity One Realty & Management NE, LLC

Massachusetts

Regency Centers, L.P.

Member

100%

Regency Centers Management, LLC f/k/a Equity One Realty & Management SE, LLC

Georgia

Regency Centers, L.P.

Member

100%

EQY Portfolio Investor (Empire) LLC

Florida

Regency Centers, L.P.

Member

100%

EQY Portfolio Investor (GRI) LLC

Florida

Regency Centers, L.P.

Member

100%

GRI-EQY (Concord) LLC

Delaware

EQY Portfolio Investor (GRI) LLC

Member

100%

Harvard Collection LLC

Delaware

Regency Centers, L.P.

Member

100%

IRT Management LLC

Georgia

Regency Centers, L.P.

Member

100%

IRT Partners, L.P.

Georgia

Regency Centers, L.P.

IRT Management LLC

General Partner

Limited Partner

1%

99%

Louisiana Holding LLC

Florida

Regency Centers, L.P.

Member

100%

Southbury Spirits Member, LLC

Connecticut

Regency Centers, L.P.

Member

100%

8

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Southbury Spirits, LLC

Connecticut

Southbury Spirits Member, LLC

Member

100%

IRT Capital Corporation II

Georgia

Regency Centers, L.P.

Member

100%

DIM Vastgoed N.V.

Netherlands

Regency Centers, L.P.

Member

100%

EQY-CSC, LLC

Delaware

Regency Centers, L.P.

Member

100%

C&C (US) No. 1, Inc.

Delaware

Regency Centers. L.P.

Outside Investors

Common Stock

Preferred Stock

100%

varies

C&C Delaware, Inc.

Delaware

C&C (US) No. 1, Inc.

Common Stock

100%

621 Colorado Associates, LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Culver) LLC

Delaware

621 Colorado Associates, LLC

Member

100%

Equity One Realty & Management CA, Inc.

Delaware

C&C (US) No. 1, Inc.

Common Stock

100%

Equity One (Circle West) LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Compo Acres) LLC

Connecticut

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Darinor) LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Metropolitan) LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Post Road) LLC

Connecticut

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Ralphs Circle) LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Equity One (Vons Circle) LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Marketplace Center, Inc.

California

Equity One Realty & Management CA, Inc.

Common Stock

100%

Daly City Serramonte Center, LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Serramonte Center Holding Co. LLC

Delaware

Daly City Serramonte Center, LLC

Member

100%

Willows Center Concord, Inc.

California

Equity One Realty & Management CA, Inc.

Common Stock

100%

Willows Center Concord, LLC

California

Willows Center Concord, Inc.

Member

100%

G.S. Associates Holding Corp.

Delaware

Equity One Realty & Management CA, Inc.

Common Stock

100%

G.S. Associates Joint Venture 326118

California

Equity One Realty & Management CA, Inc.

G.S. Associates Holding Corp.

Partner

Partner

99.9%

0.1%

Escuela Shopping Center, LLC

Delaware

G.S. Associates Joint Venture 326118

Member

100%

Equity One JV Portfolio LLC

Delaware

EQY Portfolio Investor (Empire) LLC

New York Common Fund

Managing Member

Member

30%

70%

Equity One JV Sub Riverfront Plaza LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Equity One (Country Walk) LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Equity One JV Sub CT Path LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Equity One JV Sub Veranda LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Equity One JV Sub Northborough LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Equity One JV Sub Grove LLC

Delaware

Equity One JV Portfolio LLC

Member

100%

Sunlake-Equity One LLC

Delaware

Regency Centers, L.P.

Member

100%

EQY Talega LLC

Delaware

Equity Asset Investor (Talega) LLC

Regency Centers, L.P.

Member

Managing Member

99%

1%

Talega Village Center JV, LLC

Delaware

EQY Talega LLC

Regency Centers, L.P.

Member

Managing Member

99%

1%

Talega Village Center, LLC

Delaware

Talega Village Center JV, LLC

Member

100%

Riverstone Market SWC, LLC

Delaware

Regency Centers, L.P.

Member

100%

Columbia II Metuchen, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Glengary Shoppes LLC

Delaware

DIM Vastgoed, N.V.

Member

100%

9

 


 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest (1)

% of
Ownership

Hammocks Town Center LLC

Delaware

DIM Vastgoed, N.V.

Member

100%

Magnolia Shoppes LLC

Delaware

DIM Vastgoed, N.V.

Member

100%

Scripps REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

Hewlett I Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Hewlett II Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Roosevelt Square Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Rivertowns Square Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Shops on Main LQR, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

Block in Ballard II, LLC

Delaware

Block in Ballard II JV, LLC

Member

100%

Block in Ballard II JV, LLC

Delaware

Regency Centers, L.P.

1290 Broadway Lane REIT, LLC

Managing Member

Member

49.9%

50.1%

Block in Ballard I JV, LLC

Delaware

Regency Centers, L.P.

Principal Enhanced Property Fund, L.P.

Managing Member

Member

49.9%

50.1%

Block in Ballard, LLC

Delaware

Reflections at the Lake REIT, LLC

Member

100%

Reflections at the Lake REIT, LLC

Delaware

Block in Ballard I JV, LLC

Member

100%

Melrose Market Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

TF REG, LLC

Delaware

Regency Centers, L.P.

Outside Investors

Managing Member

Members

18.375%

varies

New Regency Realty Group, Inc.

Florida

Regency Centers, L.P.

Member

100%

Falls Church Regency, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

FCC Member 1 LLC

Delaware

Falls Church Regency, LLC

EYA FCC Investments LLC

Member

Managing Member

75%

25%

Falls Church Commons JV, LLC

Delaware

FCC Member 1 LLC

PNH WFC LLC

Member

Member

50%

50%

6401 Roosevelt Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Pruneyard Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Old Bridge Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Old Bridge Regency-Village, LLC

Delaware

Old Bridge Regency, LLC

Village Old Bridge LLC

Member

Member

80%

20%

Restaurant Ventures, LLC

Delaware

RB Schererville Crossings, LLC

Member

100%

NRRG Net, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

Stonewall Regency Lending, LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Regency Protective Trust II

Florida

New Regency Realty Group, Inc.

Beneficiary

100%

 

 

(1)

Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

 

10

 

reg-ex231_15.htm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Regency Centers Corporation:

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-125858 and No. 333-202971), Form S-3 ASR (No. 333-217081) and on Form S-8 (No. 333-24971, No. 333-55062, No. 333-125857, No. 333-149872, No. 333-174662, and No. 333-215241) of Regency Centers Corporation and on Form S-3 ASR (No. 333-217081-01) of Regency Centers, L.P. of (i) our reports dated February 14, 2020, with respect to the consolidated balance sheets of Regency Centers Corporation as of December 31, 2019 and 2018, 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, 2019, and the related notes, (ii) our report dated February 14, 2020, with respect to the consolidated balance sheets of Regency Centers, L.P. as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, (iii) the financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation for Regency Centers Corporation and Regency Centers, L.P., (the Consolidated Financial Statements) and (iv) our reports on the effectiveness of internal control over financial reporting as of December 31, 2019 for Regency Centers Corporation and Regency Centers, L.P., which reports appear in the December 31, 2019 combined annual report on Form 10-K of Regency Centers Corporation and Regency Centers, L.P.

/s/ KPMG LLP

Jacksonville, Florida

February 14, 2020

Certified Public Accountants

reg-ex311_12.htm

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2020

 

 

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 

 

reg-ex312_13.htm

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2020

 

 

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

reg-ex313_11.htm

Exhibit 31.3

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2020

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

reg-ex314_10.htm

Exhibit 31.4

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2020

 

 

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

 

reg-ex321_8.htm

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers Corporation , hereby certify, based on my knowledge , that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.

Date: February 14, 2020

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 

reg-ex322_9.htm

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers Corporation , hereby certify, based on my knowledge , that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.

Date: February 14, 2020

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

reg-ex323_6.htm

Exhibit 32.3

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers, L.P. , hereby certify, based on my knowledge , that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.

Date: February 14, 2020

 

 

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

reg-ex324_7.htm

Exhibit 32.4

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers, L.P. , hereby certify, based on my knowledge , that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.

Date: February 14, 2020

 

 

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant