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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

 

Florida (REGENCY CENTERS CORPORATION)

59-3191743

Delaware (REGENCY CENTERS, L.P.)

 

https://cdn.kscope.io/bec80af8a5eb4ecca782c8f99e2a2161-img38278871_0.jpg

 

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, $0.01 par value

 

REG

The Nasdaq Stock Market LLC

6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share

 

REGCP

 

The Nasdaq Stock Market LLC

5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share

 

REGCO

 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Regency Centers Corporation Regency Centers, L.P.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.1

Regency Centers Corporation Regency Centers, L.P.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).1

Regency Centers Corporation Regency Centers, L.P.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently completed second fiscal quarter.

Regency Centers Corporation $10.5 billion Regency Centers, L.P. N/A

 

The number of shares outstanding of the Regency Centers Corporation’s common stock was 184,578,554 as of February 15, 2024.

 

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2024 Annual Meeting of Shareholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.

1 Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.

 


EXPLANATORY NOTE

This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2023, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of December 31, 2023, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the “Preferred Units."

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

Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent Company’s unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units

Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

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

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


TABLE OF CONTENTS

 

 

 

 

 

Item No.

Form 10-K

Report Page

PART I

1.

Business

1

 

1A.

Risk Factors

9

 

1B.

Unresolved Staff Comments

22

 

1C.

Cybersecurity

22

 

 

 

2.

Properties

24

 

3.

Legal Proceedings

41

 

4.

Mine Safety Disclosures

41

 

PART II

 

 

5.

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

41

 

6.

Reserved

42

 

7.

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

43

 

7A.

Quantitative and Qualitative Disclosures About Market Risk

58

 

8.

Consolidated Financial Statements and Supplementary Data

59

 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

126

 

9A.

Controls and Procedures

126

 

9B.

Other Information

127

 

9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

128

 

PART III

 

 

10.

Directors, Executive Officers, and Corporate Governance

128

 

11.

Executive Compensation

128

 

12.

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

128

 

13.

Certain Relationships and Related Transactions, and Director Independence

128

 

14.

Principal Accountant Fees and Services

129

 

PART IV

 

 

15.

Exhibits and Financial Statement Schedules

130

 

16.

Form 10-K Summary

136

 

SIGNATURES

 

 

17.

Signatures

137

 

 


 

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in "Item 1A. Risk Factors" of this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission ("SEC"), including those made in connection with the Company's acquisition of Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”). If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

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. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017. Our business experienced material growth in 2023 due to our acquisition of UBP which is further discussed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of December 31, 2023, we had full or partial ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing 56.8 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.6 million square feet, including our share of properties owned through unconsolidated real estate partnerships.

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics that have strategic attributes supporting growth through economic cycles. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.

Our values:

We are our people: Our people are our greatest asset, and we believe that a talented team from diverse backgrounds and experiences makes us better.
We do what is right: We act with unwavering standards of honesty and integrity.
We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
We are better together: When we listen to each other and our customers, we will succeed together.

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Our goals are to:

Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI");
Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;
Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile;
Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility program to support and enhance our business goals and objectives; and
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement.

Key strategies to achieve our goals are to:

Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;
Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner;
Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost-effective funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns;
Pursue best-in-class ESG programs and practices; and
Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of innovation and continuous improvement.

Competition

We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by:

the market areas in which we operate, and the locations of our shopping centers within those trade areas;
the quality of our shopping centers including our strategy of maintaining and renovating these centers to our high standards;
the compelling demographics surrounding our shopping centers;
our relationships with our anchor, shop, and out-parcel tenants;
our experienced leadership team and cycle-tested expertise; and
our ability to successfully develop, redevelop, and acquire shopping centers.

 

2


 

Corporate Responsibility and Human Capital

To execute our mission, which is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities, we strive to achieve best-in-class corporate responsibility. For this reason, corporate responsibility, including our focus on ESG practices that support and enhance our business, is a foundational strategy of Regency. We believe that alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility (which term we use interchangeably with “ESG”) practices are built on four pillars:

Our People;
Our Communities;
Ethics and Governance; and
Environmental Stewardship.

These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture, which has been a crucial driver of our long-term success. Our continued commitment to these concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to contribute to our future success.

We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors (or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility Report, and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities.

As of December 31, 2023, we had 497 employees, including 5 part-time employees. We presently maintain 24 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good.

In 2023, we continued implementing our comprehensive diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our organization. The goals of this strategy are to attract, recruit, and retain a diverse group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term success of the organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people.

Diversity, Equity, and Inclusion - We believe that much of our success is rooted in the diversity and inclusion of our teams and our commitment to a diverse and inclusive culture. We continue to foster a culture in which everyone is respected, valued, and has an equal opportunity to contribute and thrive. Our shopping centers are in trade areas throughout the U.S. and our tenants and visitors to our centers represent a cross section of those communities. We remain focused on building a workforce that represents the many tenants and visitors to our centers we serve and the communities in which we operate.

Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including additional information related to employee gender and ethnic diversity.

Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter.

Talent Attraction and Retention – Our core values place a strong importance on our people, which we believe make us an employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success and build long-term value. We strive to offer some of the most competitive pay and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people.

3


 

Training and Development– We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities.

Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the business. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices.

Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience.

We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment to the communities in which we operate. Throughout 2023, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities. Furthermore, as part of our strategy, we continued to improve our communities by investing in property enhancements and placemaking at our new and existing shopping centers.

Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

To continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, and competencies, including gender, ethnicity, age, and other attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning process. As an outcome of this process, on September 26, 2022, the Company's Board of Directors elected Kristin A. Campbell to serve as one of the Regency's directors effective January 15, 2023. Ms. Campbell’s skill set, background, experience and competencies align with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.

Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business.

We have identified eight strategic priorities to foster sustainable business practices and minimize both our environmental impact and the long-term risks to Regency’s business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions (“GHG”) reduction, water conservation, waste management, and climate change as it applies to our real estate portfolio. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction), but also support our achievement of key strategic financial and business objectives relating to our operations and development and redevelopment projects.

Throughout 2023, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact. Aligned with the Science Based Targets initiative (SBTi), our target aims to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect our proactive stance in addressing environmental challenges and contributing to a more sustainable future. Regency’s progress towards these targets, together with our strategy and efforts influenced by climate change, are further described in our 2022 Corporate Responsibility Report. Based on our current estimates and asset base, we do not expect the pursuit of these targets to materially impact our operating results and financial condition.

As a long-term owner, operator, and developer of real estate, we acknowledge the potential for climate change to have a material impact on our properties, people, and long-term success. Regency wants to ensure that our properties can safely, sustainably, and responsibly withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis as well as the risks that climate change may pose to our business.

Compliance with Governmental Regulations

We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.

4


 

REIT Laws and Regulations

We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We will be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us.

Environmental Laws and Regulations

Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition.

Information About Our Executive Officers

Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more than five years. As of the date of this Report, our executive officers are:

 

Name

Age

 

Title

Executive Officer in
Position Shown Since

Martin E. Stein, Jr.

 

71

 

Executive Chairman of the Board of Directors

2020 (1)

Lisa Palmer

 

56

 

President and Chief Executive Officer

2020 (2)

Michael J. Mas

 

48

 

Executive Vice President, Chief Financial Officer

2019 (3)

Alan T. Roth

 

48

 

East Region President & Chief Operating Officer

2023 (4)

Nicholas A. Wibbenmeyer

 

43

 

West Region President & Chief Investment Officer

2023(5)

(1)
Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999.
(2)
Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, a position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.
(3)
Mr. Mas assumed the responsibilities of Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013, and has been with the Company since 2003.
(4)
Mr. Alan T. Roth was named East Region President & Chief Operating Officer, effective January 1, 2024. Prior to this appointment, Mr. Roth served as Executive Vice President, National Property Operations and East Region President, since 2023, and Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast Region since 2016 and has been with the Company since 1997.
(5)
Mr. Nicholas A. Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024. Prior to this appointment, Mr. Wibbenmeyer served as Executive Vice President, West Region President since 2023 and Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region since 2016, and has been with the Company since 2005.

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. All of our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all

5


 

related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY. We offer a dividend reinvestment plan ("DRIP") that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (877) 830-4936 or our Shareholder Relations Department at (904) 598-7000.

The Company's stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG," and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable Preferred Stock trade under the ticker symbols "REGCP", and "REGCO", respectively.

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.

Annual Meeting of Shareholders

Our 2024 annual meeting of shareholders is currently expected to be held on Wednesday, May 1, 2024, and will be conducted in a virtual-only format to the extent permitted by applicable law.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

Defined Terms

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

Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.
Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax

6


 

expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.
Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.

Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from straight-line rents and above and below market rent amortization. We provide a reconciliation of Net income to Nareit EBITDAre to Operating EBITDAre.
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

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

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

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

o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
o
Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

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

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Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

 

 

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Item 1A. Risk Factors

Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be materially adversely affected.

Risk Factors Related to the Current Economic and Geopolitical Environments

Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.

On multiple occasions during 2022 and 2023, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its benchmark federal funds rate, which has led to numerous increases in interest rates in the credit markets, with further increases possible. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.

Additionally, higher interest rates adversely impact our cost of borrowing. Our exposure to higher interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in a decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.

Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.

Current economic challenges, including the potential for recession, may adversely impact our tenants and our business.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.

These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.

Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.

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Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.

The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company.

Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger

Regency may not realize the anticipated benefits and synergies from the Urstadt Biddle merger.

On August 18, 2023, Regency completed its merger with Urstadt Biddle. The success of the merger will depend, in part, on Regency’s ability to realize the anticipated benefits from successfully combining its and Urstadt Biddle’s businesses. Regency is devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so that Regency can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties Regency may encounter in the integration process include the following:

the inability to successfully combine the businesses of Regency and Urstadt Biddle in a manner that permits Regency to achieve the cost savings anticipated to result from the mergers, which would result in some anticipated benefits of the mergers not being realized in the time frame currently anticipated, or at all;
the failure to integrate operations and internal systems, programs and controls;
the inability to successfully realize the anticipated value from some of Urstadt Biddle’s assets;
lost sales, loss of tenants and other commercial relationships;
the complexities associated with managing the combined company;
the complexities of combining two companies with different histories, cultures, markets, strategies and customer bases;
the failure to retain key employees of either of the two companies that may be difficult to replace;
the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and policies;
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the mergers; and
performance shortfalls as a result of the diversion of management’s attention caused by completing the mergers and integrating Regency’s and Urstadt Biddle’s operations.

As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of operations and growth prospects.

Risk Factors Related to Pandemics or other Health Crises

Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate. As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent. Should

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federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.

In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts. These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer for new tenants to open and operate.

Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a new virus strain of COVID-19 or any future pandemic or other health crisis. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and ultimately, their ability to comply with their lease obligations. Our future results of operations and overall financial performance could be uncertain should a new virus strain of COVID-19, or any future pandemic or other health crises occur.

Risk Factors Related to Operating Retail-Based Shopping Centers

Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.

Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs for renovations or concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:

changes in national, regional and local economic conditions;
changes in population and migration patterns to/from the markets in which we operate;
deterioration in the competitiveness and creditworthiness of our retail tenants;
increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail;
labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars involving Russia and Ukraine, Israel and Gaza, the slowing of China's economy, pandemics, and/or inflationary pressures;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior;
reduced tenant demand for retail space;
oversupply of retail space;
reduced consumer demand for certain retail categories;
consolidation within the retail sector;
increased operating costs attendant to owning and operating retail shopping centers;
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and
other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.

To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash flows.

 

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

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

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

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our properties in California and Florida represent 23.4% and 19.3%, respectively, of our annualized base rent. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets.

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

"Anchor Tenants" (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:

becomes bankrupt or insolvent;
experiences a downturn in its business;
shifts its capital allocation away from brick and mortar formats;
materially defaults on its leases;
does not renew its leases as they expire;
renews at lower rental rates and/or requires a tenant improvement allowance; or
renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space.

Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated "Anchor Space" (spaces 10,000 square feet or more), including space that may be owned by the anchor (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is within or immediately adjacent to our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.

A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.

At December 31, 2023, tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to negative

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economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to capital than other tenants. As such, in the event of such changing conditions, habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.

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

Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.

Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.

Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.

Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have a material negative effect on us.

All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.

Risk Factors Related to Real Estate Investments

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

Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable which may result in impairment. We evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.

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

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

 

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

We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities require various government and other approvals for entitlements, and any delay in such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We are subject to other risks associated with these activities, including the following:

we may be unable to lease developments or redevelopments to full occupancy on a timely basis;
the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or otherwise not meet our investment return expectations;
actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not meet our investment return expectations;
delays in the development or construction process may increase our costs;
construction cost increases may reduce investment returns on development and redevelopment opportunities;
we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;
the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;
a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our NOI; and
changes in the level of future development and redevelopment activity may adversely impact our results of operations by reducing the amount of internal overhead costs that may be capitalized.

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

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

If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects.
If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties.
If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing.

We face risks associated with the acquisition of properties.

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

properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve expected investment returns;
our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs;
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;
we may not recover our costs from an unsuccessful acquisition;

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our acquisition activities may distract or strain our management capacity; and
we may not be able to successfully integrate an acquisition into our existing operations platform.

We may be unable to sell properties when desired because of market conditions.

Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Market conditions, including macroeconomic events, pandemics and other health crises, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.

Changes in tax laws could impact our acquisition or disposition of real estate.

Certain properties we own have a low tax basis, which may result in a meaningful taxable gain on sale. We utilize, and intend to continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges, or significantly change the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.

Risk Factors Related to the Environment Affecting Our Properties

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

While we work with experts to plan for the impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm frequency and intensity and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in more unpredictable or decreased demand for retail space at certain of our properties, reduced rent or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance or making insurance unavailable. While the federal government has not yet enacted comprehensive legislation to address climate change that would directly impact us, certain states in which we own and operate shopping centers, including California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may require us to make additional investments in or for our existing properties, resulting in increased capital expenditures and operating costs, implement new or additional processes and controls to facilitate compliance, and/or pay additional energy, insurance, taxes and related fees and costs. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in the future.

Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.

A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, sea-level rise, and other natural disasters. At December 31, 2023, 18.7% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 20.1% and 7.1% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have increased significantly, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, and other climatic changes may continue to increase, and as 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.

 

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Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.

Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.

Risk Factors Related to Corporate Matters

An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our ESG activities, but some investors may desire additional disclosures that we do not provide. In addition, the SEC is currently considering adopting new regulations that would impose additional ESG disclosure and other compliance requirements on us. California has adopted a number of climate disclosure laws which will increase our compliance costs and require us to make additional climate disclosures. Other states are considering legislation similar to California’s new laws. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital. In addition, failure to comply with new government climate and other ESG disclosure obligations could subject us to significant fines and penalties.

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

We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost to procure such insurance may increase due to factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some of this risk. Should a loss occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.

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

Failure to attract and retain key personnel may adversely affect our business and operations.

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

 

16


 

Risk Factors Related to Our Partnerships and Joint Ventures

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

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

These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

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

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

Risk Factors Related to Funding Strategies and Capital Structure

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

As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.

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

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

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

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business

17


 

with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

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

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

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

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

Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.

Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, and certain secured borrowings. As of December 31, 2023, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.

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

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

Risk Factors Related to Information Management and Technology

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

Many of our information technology systems (including the systems of our real estate partners and other third-party business partners and service providers, whether cloud-based or hosted in our servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of our information technology systems contain our proprietary information and other confidential information related to our business.

We are subject to attempts to compromise our information technology systems. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may damage our reputation and cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative measures, such attacks may be successful in the future and our business may be significantly

18


 

disrupted if unable to quickly recover. Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and potentially subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers. Despite the ongoing significant investments in technology and training we make relating to cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks.

In addition, despite the implementation of security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts.

The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.

As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors. Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models. Additionally, where a generative AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct. Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. In addition, uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.

Risk Factors Related to the Market Price for Our Securities

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

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

actual or anticipated variations in our operating results;
changes in our funds from operations or earnings estimates;
publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
increases in market interest rates that drive investors in, or potential purchasers of, our stock to seek other investments or demand a higher dividend yield;
changes in market valuations of similar companies;
adverse market reaction to any additional debt we incur in the future;
any future issuances of equity securities;
additions or departures of key management personnel;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional stockholders;
reports by corporate governance rating companies;
increased investor focus on sustainability-related risks, including climate change;
changes in our dividend payments;
potential tax law changes relating to REITs;
speculation in the press or investment community; and
general market and economic conditions.

19


 

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

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

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

our financial condition and results of future operations;
the terms of our loan covenants; and
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

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

Risk Factors Related to Taxes and the Parent the Company's Qualification as a REIT

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

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

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

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

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

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

Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (the "TCJA"), however, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before

20


 

January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock.

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

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

We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax consequences to any specific holder of our stock. Foreign persons should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership, and disposition of shares of our common stock.

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

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

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

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

Partnership tax audit rules could have a material adverse effect.

Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that such partnership would be required to pay additional taxes, interest, and penalties as a result of an audit adjustment. We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly.

Risk Factors Related to the Company's Common Stock

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

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as 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 (less the shares of preferred stock already issued and outstanding) and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Ownership in the Parent Company may be diluted in the future.

In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and other factors.

In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operation staff, management, and senior management and board-level governance. As discussed in more detail below under “Cybersecurity Governance”, this involves management responsibility through a specialized Cyber Risk Committee (the “CRC”) and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee. At the Company’s Board of Directors (the “Board”) level, the Audit Committee oversees our cybersecurity risk management program.

Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under “Risk Oversight”.

The Company, through its Chief Information Security Officer (“CISO”), other Company employees experienced in information network security, and the use of third-party expertise, references various recognized cybersecurity frameworks. These frameworks are used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs and goals. Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the specific challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of the information we collect and store. This proactive approach includes identifying, preventing, and mitigating cybersecurity threats, as well as preparing to respond to cybersecurity incidents quickly and efficiently to minimize their impact. Under the leadership of our CISO and CRC, we are committed to a continuous evaluation and enhancement of our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.

We have adopted a risk-based strategy to manage cybersecurity risks associated with third parties. We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the security protocols of key vendors, service providers, and external users of our systems.

The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice regarding cybersecurity.

Since at least January 1, 2021, we are not aware of any cybersecurity incidents that have materially affected the Company. Based on our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition.

 

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Cybersecurity Governance

The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. The CRC Chair and the CISO provide the Audit Committee with quarterly updates. These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below).

As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk management program. This includes risk identification, assessment, management, prevention and mitigation, as well as securing necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee.

CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and is currently comprised of Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, communications, human capital, and legal matters including securities, privacy and technology contracting.

 

 

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Item 2. Properties

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated real estate partnerships):

 

 

 

December 31, 2023

 

 

December 31, 2022

 

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

 

 

88

 

 

 

10,767

 

 

 

24.6

%

 

 

95.1

%

 

 

88

 

 

 

10,783

 

 

 

27.8

%

 

 

95.1

%

California

 

 

54

 

 

 

8,300

 

 

 

19.0

%

 

 

94.9

%

 

 

53

 

 

 

8,204

 

 

 

21.1

%

 

 

93.9

%

Connecticut

 

 

43

 

 

 

3,702

 

 

 

8.5

%

 

 

92.5

%

 

 

14

 

 

 

1,452

 

 

 

3.7

%

 

 

91.1

%

New York

 

 

42

 

 

 

3,399

 

 

 

7.8

%

 

 

88.7

%

 

 

16

 

 

 

1,953

 

 

 

5.0

%

 

 

89.0

%

Texas

 

 

26

 

 

 

3,288

 

 

 

7.5

%

 

 

97.3

%

 

 

25

 

 

 

3,239

 

 

 

8.3

%

 

 

98.0

%

Georgia

 

 

22

 

 

 

2,121

 

 

 

4.8

%

 

 

94.2

%

 

 

22

 

 

 

2,120

 

 

 

5.5

%

 

 

92.9

%

New Jersey

 

 

17

 

 

 

1,585

 

 

 

3.6

%

 

 

93.3

%

 

 

2

 

 

 

573

 

 

 

1.5

%

 

 

89.2

%

Colorado

 

 

13

 

 

 

1,097

 

 

 

2.5

%

 

 

97.7

%

 

 

13

 

 

 

1,097

 

 

 

2.8

%

 

 

96.6

%

North Carolina

 

 

10

 

 

 

1,221

 

 

 

2.8

%

 

 

98.1

%

 

 

10

 

 

 

1,222

 

 

 

3.2

%

 

 

98.2

%

Washington

 

 

10

 

 

 

962

 

 

 

2.2

%

 

 

96.0

%

 

 

10

 

 

 

963

 

 

 

2.5

%

 

 

97.3

%

Massachusetts

 

 

9

 

 

 

996

 

 

 

2.3

%

 

 

98.5

%

 

 

8

 

 

 

897

 

 

 

2.3

%

 

 

97.6

%

Ohio

 

 

8

 

 

 

1,221

 

 

 

2.8

%

 

 

98.8

%

 

 

8

 

 

 

1,224

 

 

 

3.2

%

 

 

96.7

%

Oregon

 

 

7

 

 

 

741

 

 

 

1.7

%

 

 

95.0

%

 

 

7

 

 

 

742

 

 

 

1.9

%

 

 

94.6

%

Illinois

 

 

6

 

 

 

1,085

 

 

 

2.5

%

 

 

94.1

%

 

 

6

 

 

 

1,085

 

 

 

2.8

%

 

 

94.9

%

Virginia

 

 

6

 

 

 

939

 

 

 

2.1

%

 

 

97.7

%

 

 

6

 

 

 

939

 

 

 

2.4

%

 

 

93.4

%

Pennsylvania

 

 

4

 

 

 

443

 

 

 

1.0

%

 

 

99.5

%

 

 

4

 

 

 

443

 

 

 

1.1

%

 

 

98.7

%

Missouri

 

 

4

 

 

 

408

 

 

 

0.9

%

 

 

98.9

%

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

99.5

%

Tennessee

 

 

3

 

 

 

314

 

 

 

0.7

%

 

 

99.5

%

 

 

3

 

 

 

314

 

 

 

0.8

%

 

 

99.1

%

Maryland

 

 

2

 

 

 

244

 

 

 

0.6

%

 

 

89.9

%

 

 

2

 

 

 

250

 

 

 

0.6

%

 

 

94.4

%

Minnesota

 

 

2

 

 

 

246

 

 

 

0.6

%

 

 

100.0

%

 

 

2

 

 

 

246

 

 

 

0.6

%

 

 

100.0

%

Indiana

 

 

1

 

 

 

279

 

 

 

0.6

%

 

 

100.0

%

 

 

1

 

 

 

279

 

 

 

0.7

%

 

 

100.0

%

Delaware

 

 

1

 

 

 

229

 

 

 

0.5

%

 

 

96.2

%

 

 

1

 

 

 

230

 

 

 

0.6

%

 

 

94.5

%

Michigan

 

 

1

 

 

 

97

 

 

 

0.2

%

 

 

74.0

%

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

74.0

%

South Carolina

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

100.0

%

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

100.0

%

District of Columbia

 

 

1

 

 

 

23

 

 

 

0.1

%

 

 

100.0

%

 

 

1

 

 

 

23

 

 

 

0.1

%

 

 

85.8

%

Total

 

 

381

 

 

 

43,758

 

 

 

100.0

%

 

 

94.9

%

 

 

308

 

 

 

38,834

 

 

 

100.0

%

 

 

94.8

%

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $24.67 and $23.95 per square foot ("PSF") as of December 31, 2023 and 2022, respectively.

 

24


 

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated real estate partnerships):

 

 

 

December 31, 2023

 

 

December 31, 2022

 

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

 

 

17

 

 

 

2,320

 

 

 

17.8

%

 

 

98.4

%

 

 

17

 

 

 

2,320

 

 

 

18.9

%

 

 

97.4

%

Virginia

 

 

14

 

 

 

1,982

 

 

 

15.2

%

 

 

92.7

%

 

 

15

 

 

 

2,082

 

 

 

16.9

%

 

 

93.9

%

Maryland

 

 

9

 

 

 

848

 

 

 

6.5

%

 

 

96.0

%

 

 

9

 

 

 

849

 

 

 

6.9

%

 

 

96.3

%

North Carolina

 

 

7

 

 

 

1,237

 

 

 

9.5

%

 

 

97.9

%

 

 

7

 

 

 

1,197

 

 

 

9.7

%

 

 

95.5

%

Washington

 

 

7

 

 

 

874

 

 

 

6.7

%

 

 

98.0

%

 

 

7

 

 

 

874

 

 

 

7.1

%

 

 

97.4

%

Colorado

 

 

6

 

 

 

858

 

 

 

6.6

%

 

 

95.5

%

 

 

6

 

 

 

858

 

 

 

7.0

%

 

 

93.3

%

Florida

 

 

6

 

 

 

669

 

 

 

5.1

%

 

 

99.0

%

 

 

6

 

 

 

663

 

 

 

5.4

%

 

 

99.4

%

Pennsylvania

 

 

6

 

 

 

669

 

 

 

5.1

%

 

 

96.0

%

 

 

6

 

 

 

669

 

 

 

5.4

%

 

 

84.5

%

New York

 

 

5

 

 

 

786

 

 

 

6.0

%

 

 

98.0

%

 

 

1

 

 

 

141

 

 

 

1.2

%

 

 

100.0

%

Illinois

 

 

5

 

 

 

777

 

 

 

5.9

%

 

 

98.6

%

 

 

4

 

 

 

690

 

 

 

5.6

%

 

 

91.9

%

Texas

 

 

5

 

 

 

741

 

 

 

5.7

%

 

 

97.1

%

 

 

5

 

 

 

742

 

 

 

6.0

%

 

 

94.4

%

New Jersey

 

 

4

 

 

 

301

 

 

 

2.3

%

 

 

85.4

%

 

 

3

 

 

 

224

 

 

 

1.8

%

 

 

81.8

%

Minnesota

 

 

3

 

 

 

423

 

 

 

3.2

%

 

 

98.7

%

 

 

3

 

 

 

423

 

 

 

3.4

%

 

 

98.3

%

Indiana

 

 

2

 

 

 

139

 

 

 

1.1

%

 

 

93.0

%

 

 

2

 

 

 

139

 

 

 

1.1

%

 

 

82.9

%

Connecticut

 

 

1

 

 

 

189

 

 

 

1.4

%

 

 

98.1

%

 

 

1

 

 

 

186

 

 

 

1.5

%

 

 

98.1

%

Oregon

 

 

1

 

 

 

93

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

93

 

 

 

0.8

%

 

 

97.7

%

South Carolina

 

 

1

 

 

 

80

 

 

 

0.6

%

 

 

100.0

%

 

 

1

 

 

 

80

 

 

 

0.7

%

 

 

96.7

%

Delaware

 

 

1

 

 

 

64

 

 

 

0.5

%

 

 

94.6

%

 

 

1

 

 

 

64

 

 

 

0.5

%

 

 

100.0

%

District of Columbia

 

 

1

 

 

 

17

 

 

 

0.1

%

 

 

100.0

%

 

 

1

 

 

 

17

 

 

 

0.1

%

 

 

100.0

%

Total

 

 

101

 

 

 

13,067

 

 

 

100.0

%

 

 

96.6

%

 

 

96

 

 

 

12,311

 

 

 

100.0

%

 

 

94.8

%

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.04 and $23.15 PSF as of December 31, 2023 and 2022, respectively.

 

25


 

The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our Pro-rata share of unconsolidated properties, as of December 31, 2023, based upon a percentage of total annualized base rent (GLA and dollars in thousands):

 

Tenant

 

GLA

 

 

Percent of
Company
Owned GLA

 

 

Annualized
Base Rent

 

 

Percent of
Annualized
Base Rent

 

 

Number of
Leased Stores

 

Publix

 

 

2,955

 

 

 

6.4

%

 

$

33,949

 

 

 

3.0

%

 

 

68

 

Albertsons Companies, Inc.

 

 

2,192

 

 

 

4.8

%

 

 

33,559

 

 

 

3.0

%

 

 

53

 

Kroger Co.

 

 

2,933

 

 

 

6.4

%

 

 

30,228

 

 

 

2.7

%

 

 

52

 

Amazon/Whole Foods

 

 

1,255

 

 

 

2.7

%

 

 

29,809

 

 

 

2.6

%

 

 

38

 

TJX Companies, Inc.

 

 

1,659

 

 

 

3.6

%

 

 

29,715

 

 

 

2.6

%

 

 

70

 

Ahold Delhaize

 

 

906

 

 

 

2.0

%

 

 

22,583

 

 

 

2.0

%

 

 

20

 

CVS

 

 

782

 

 

 

1.7

%

 

 

20,628

 

 

 

1.8

%

 

 

66

 

L.A. Fitness Sports Club

 

 

516

 

 

 

1.1

%

 

 

11,137

 

 

 

1.0

%

 

 

14

 

Trader Joe's

 

 

311

 

 

 

0.7

%

 

 

11,023

 

 

 

1.0

%

 

 

30

 

JPMorgan Chase Bank

 

 

176

 

 

 

0.4

%

 

 

10,667

 

 

 

0.9

%

 

 

56

 

Ross Dress For Less

 

 

534

 

 

 

1.2

%

 

 

9,259

 

 

 

0.8

%

 

 

24

 

Gap, Inc

 

 

279

 

 

 

0.6

%

 

 

8,933

 

 

 

0.8

%

 

 

24

 

Bank of America

 

 

154

 

 

 

0.3

%

 

 

8,657

 

 

 

0.8

%

 

 

44

 

Starbucks

 

 

147

 

 

 

0.3

%

 

 

8,617

 

 

 

0.8

%

 

 

94

 

Nordstrom

 

 

308

 

 

 

0.7

%

 

 

8,573

 

 

 

0.8

%

 

 

9

 

Wells Fargo Bank

 

 

135

 

 

 

0.3

%

 

 

7,800

 

 

 

0.7

%

 

 

47

 

Petco Health and Wellness Company

 

 

312

 

 

 

0.7

%

 

 

7,534

 

 

 

0.7

%

 

 

31

 

H.E. Butt Grocery Company

 

 

482

 

 

 

1.0

%

 

 

7,376

 

 

 

0.7

%

 

 

6

 

Walgreens Boots Alliance

 

 

266

 

 

 

0.6

%

 

 

6,858

 

 

 

0.6

%

 

 

24

 

JAB Holding Company

 

 

164

 

 

 

0.4

%

 

 

6,826

 

 

 

0.6

%

 

 

59

 

Target

 

 

654

 

 

 

1.4

%

 

 

6,790

 

 

 

0.6

%

 

 

6

 

Kohl's

 

 

526

 

 

 

1.1

%

 

 

6,247

 

 

 

0.6

%

 

 

7

 

Xponential Fitness

 

 

137

 

 

 

0.3

%

 

 

5,402

 

 

 

0.5

%

 

 

81

 

Walmart

 

 

819

 

 

 

1.8

%

 

 

5,362

 

 

 

0.5

%

 

 

8

 

Ulta

 

 

184

 

 

 

0.4

%

 

 

5,288

 

 

 

0.5

%

 

 

21

 

Best Buy

 

 

229

 

 

 

0.5

%

 

 

5,277

 

 

 

0.5

%

 

 

7

 

Staples

 

 

217

 

 

 

0.5

%

 

 

5,109

 

 

 

0.5

%

 

 

12

 

Top Tenants

 

 

19,232

 

 

 

41.9

%

 

$

353,206

 

 

 

31.6

%

 

 

971

 

Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered.

 

26


 

The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands):

 

Lease Expiration Year

 

Number of Tenants with Expiring Leases

 

 

Pro-rata Expiring GLA

 

 

Percent of Total Company GLA

 

 

In Place Annual Base Rent Expiring Under Leases

 

 

Percent of In Place Annual Base Rent

 

 

Pro-rata Expiring Average Annual Base Rent PSF

 

(1)

 

 

180

 

 

 

312

 

 

 

0.7

%

 

$

8,044

 

 

 

0.7

%

 

$

25.76

 

2024

 

 

1,081

 

 

 

3,902

 

 

 

8.6

%

 

 

92,635

 

 

 

8.4

%

 

 

23.74

 

2025

 

 

1,358

 

 

 

5,552

 

 

 

12.3

%

 

 

136,495

 

 

 

12.4

%

 

 

24.58

 

2026

 

 

1,256

 

 

 

5,648

 

 

 

12.5

%

 

 

137,458

 

 

 

12.5

%

 

 

24.34

 

2027

 

 

1,316

 

 

 

6,280

 

 

 

13.9

%

 

 

155,730

 

 

 

14.2

%

 

 

24.80

 

2028

 

 

1,272

 

 

 

5,915

 

 

 

13.1

%

 

 

154,464

 

 

 

14.1

%

 

 

26.11

 

2029

 

 

712

 

 

 

4,305

 

 

 

9.5

%

 

 

96,481

 

 

 

8.8

%

 

 

22.41

 

2030

 

 

394

 

 

 

2,250

 

 

 

5.0

%

 

 

57,467

 

 

 

5.2

%

 

 

25.54

 

2031

 

 

394

 

 

 

1,889

 

 

 

4.2

%

 

 

50,664

 

 

 

4.6

%

 

 

26.83

 

2032

 

 

430

 

 

 

1,865

 

 

 

4.1

%

 

 

52,983

 

 

 

4.8

%

 

 

28.41

 

2033

 

 

542

 

 

 

1,947

 

 

 

4.3

%

 

 

55,662

 

 

 

5.1

%

 

 

28.59

 

Thereafter

 

 

389

 

 

 

5,330

 

 

 

11.8

%

 

 

100,519

 

 

 

9.2

%

 

 

18.86

 

Total

 

 

9,324

 

 

 

45,195

 

 

 

100.0

%

 

$

1,098,602

 

 

 

100.0

%

 

$

24.31

 

(1)
Leases currently under month-to-month rent or in process of renewal.

During 2024, we have a total of 1,081 leases expiring, representing 3.9 million square feet of GLA. These expiring leases have an average base rent of $23.74 PSF. The average base rent of new leases signed during 2023 was $29.89 PSF. During periods of economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases.

Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially among successful business operators and growing innovative business concepts. However, inflationary challenges and the potential for an economic recession could result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs.

27


 

The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report.

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Amerige Heights Town Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2000

 

2000

 

$

 

 

 

97

 

 

98.0%

 

$

32.06

 

 

Albertsons, (Target)

Bloom on Third (fka Town and Country Center)

 

Los Angeles-Long Beach-Anaheim

 

CA

 

35%

 

2018

 

1992

 

 

107,893

 

 

 

73

 

 

100.0%

 

 

57.60

 

 

Whole Foods, CVS, Citibank

Brea Marketplace

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1987

 

 

 

 

 

352

 

 

100.0%

 

 

21.19

 

 

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

Circle Center West

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1989

 

 

 

 

 

63

 

 

100.0%

 

 

39.20

 

 

Marshalls

Circle Marina Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2019

 

1994

 

 

24,000

 

 

 

118

 

 

84.3%

 

 

34.58

 

 

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

Culver Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2000

 

 

 

 

 

217

 

 

94.2%

 

 

33.32

 

 

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

El Camino Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2017

 

 

 

 

 

136

 

 

100.0%

 

 

43.60

 

 

Bristol Farms, CVS

Granada Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2012

 

 

50,000

 

 

 

226

 

 

100.0%

 

 

27.98

 

 

Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx

Hasley Canyon Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2003

 

2003

 

 

16,000

 

 

 

66

 

 

100.0%

 

 

27.10

 

 

Ralphs

Heritage Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2012

 

 

 

 

 

230

 

 

100.0%

 

 

43.43

 

 

Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods

Laguna Niguel Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1985

 

 

 

 

 

42

 

 

100.0%

 

 

31.01

 

 

CVS,(Albertsons)

Morningside Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1996

 

 

 

 

 

91

 

 

100.0%

 

 

25.58

 

 

Stater Bros.

Newland Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2016

 

 

 

 

 

152

 

 

97.7%

 

 

29.53

 

 

Albertsons

Nohl Plaza(6)

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2023

 

1966

 

 

 

 

 

104

 

 

92.8%

 

 

16.36

 

 

Vons

Plaza Hermosa

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2013

 

 

 

 

 

95

 

 

100.0%

 

 

28.96

 

 

Von's, CVS

Ralphs Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1983

 

 

 

 

 

60

 

 

98.5%

 

 

20.94

 

 

Ralphs

Rona Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1989

 

 

 

 

 

52

 

 

98.1%

 

 

22.12

 

 

Superior Super Warehouse

Seal Beach

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

2002

 

1966

 

 

 

 

 

97

 

 

98.5%

 

 

27.77

 

 

Pavilions, CVS

Talega Village Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2007

 

 

 

 

 

102

 

 

92.9%

 

 

22.25

 

 

Ralphs

Tustin Legacy

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2016

 

2017

 

 

 

 

 

112

 

 

100.0%

 

 

35.66

 

 

Stater Bros, CVS

Twin Oaks Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2019

 

 

19,000

 

 

 

98

 

 

100.0%

 

 

26.03

 

 

Ralphs, Ace Hardware

Valencia Crossroads

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2002

 

2003

 

 

 

 

 

173

 

 

100.0%

 

 

29.08

 

 

Whole Foods, Kohl's

Village at La Floresta

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2014

 

2014

 

 

 

 

 

87

 

 

98.9%

 

 

37.86

 

 

Whole Foods

Von's Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1972

 

 

4,273

 

 

 

151

 

 

100.0%

 

 

28.32

 

 

Von's, Ross Dress for Less, Planet Fitness

Woodman Van Nuys

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1992

 

 

 

 

 

108

 

 

99.2%

 

 

17.60

 

 

El Super

Silverado Plaza

 

Napa

 

CA

 

40%

 

2005

 

1974

 

 

15,600

 

 

 

85

 

 

95.7%

 

 

21.65

 

 

Nob Hill, CVS

Gelson's Westlake Market Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

2002

 

2016

 

 

 

 

 

85

 

 

98.8%

 

 

32.94

 

 

Gelson's Markets, John of Italy Salon & Spa

Oakbrook Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2017

 

 

 

 

 

83

 

 

97.4%

 

 

23.07

 

 

Gelson's Markets, (CVS), (Ace Hardware)

Westlake Village Plaza and Center

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2015

 

 

 

 

 

201

 

 

99.0%

 

 

42.54

 

 

Von's, Sprouts, (CVS)

French Valley Village Center

 

Rvrside-San Bernardino-Ontario

 

CA

 

 

 

2004

 

2004

 

 

 

 

 

99

 

 

100.0%

 

 

28.28

 

 

Stater Bros, CVS

Oakshade Town Center

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2011

 

1998

 

 

4,085

 

 

 

104

 

 

59.5%

 

 

22.19

 

 

Safeway

Prairie City Crossing

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

1999

 

1999

 

 

 

 

 

90

 

 

100.0%

 

 

22.78

 

 

Safeway

Raley's Supermarket

 

Sacramento-Roseville-Folsom

 

CA

 

20%

 

2007

 

1964

 

 

 

 

 

63

 

 

100.0%

 

 

14.00

 

 

Raley's

The Marketplace

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2017

 

1990

 

 

 

 

 

111

 

 

100.0%

 

 

27.60

 

 

Safeway, CVS, Petco

4S Commons Town Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

85%

 

2004

 

2004

 

 

79,032

 

 

 

252

 

 

100.0%

 

 

34.79

 

 

Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA

Balboa Mesa Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2014

 

 

 

 

 

207

 

 

100.0%

 

 

29.43

 

 

CVS, Kohl's, Von's

El Norte Pkwy Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

2013

 

 

 

 

 

91

 

 

94.4%

 

 

19.91

 

 

Von's, Children's Paradise, ACE Hardware

Friars Mission Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1989

 

 

 

 

 

147

 

 

97.7%

 

 

39.86

 

 

Ralphs, CVS

 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Navajo Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1964

 

 

11,000

 

 

 

102

 

 

98.7%

 

 

15.47

 

 

Albertsons, Rite Aid, O'Reilly Auto Parts

Point Loma Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1987

 

 

38,900

 

 

 

205

 

 

98.6%

 

 

23.75

 

 

Von's, Jo-Ann Fabrics, Marshalls, UFC Gym

Rancho San Diego Village

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1981

 

 

 

 

 

153

 

 

93.9%

 

 

25.15

 

 

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

Scripps Ranch Marketplace

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2017

 

2017

 

 

 

 

 

132

 

 

100.0%

 

 

35.29

 

 

Vons, CVS

The Hub Hillcrest Market

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2015

 

 

 

 

 

149

 

 

96.9%

 

 

43.33

 

 

Ralphs, Trader Joe's

Twin Peaks

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1988

 

 

 

 

 

208

 

 

99.4%

 

 

24.18

 

 

Target, Grocer

200 Potrero

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1928

 

 

 

 

 

31

 

 

100.0%

 

 

11.92

 

 

Gizmo Art Production, INC.

Bayhill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2019

 

 

28,800

 

 

 

122

 

 

97.4%

 

 

29.15

 

 

CVS, Mollie Stone's Market

Clayton Valley Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2003

 

2004

 

 

 

 

 

260

 

 

90.8%

 

 

23.67

 

 

Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less

Diablo Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

 

 

 

63

 

 

100.0%

 

 

43.59

 

 

Bevmo!, (Safeway), (CVS)

El Cerrito Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2000

 

2000

 

 

 

 

 

256

 

 

96.6%

 

 

29.49

 

 

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

Encina Grande

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

2016

 

 

 

 

 

106

 

 

100.0%

 

 

36.12

 

 

Whole Foods, Walgreens

Persimmon Place

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2014

 

2014

 

 

 

 

 

153

 

 

100.0%

 

 

37.86

 

 

Whole Foods, Nordstrom Rack, Homegoods

Plaza Escuela

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2002

 

 

 

 

 

154

 

 

93.5%

 

 

44.22

 

 

The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble

Pleasant Hill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2016

 

 

50,000

 

 

 

227

 

 

100.0%

 

 

24.52

 

 

Target, Burlington, Ross Dress for Less, Homegoods

Potrero Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1997

 

 

 

 

 

227

 

 

70.9%

 

 

34.12

 

 

Safeway, 24 Hour Fitness, Ross Dress for Less, Petco

Powell Street Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2001

 

1987

 

 

 

 

 

166

 

 

97.1%

 

 

35.91

 

 

Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy

San Carlos Marketplace

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2007

 

 

 

 

 

154

 

 

87.2%

 

 

39.10

 

 

TJ Maxx, Best Buy, PetSmart, Bassett Furniture

San Leandro Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

 

 

 

50

 

 

100.0%

 

 

41.14

 

 

(Safeway), (CVS)

Serramonte Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2018

 

 

 

 

 

1,072

 

 

97.6%

 

 

27.48

 

 

Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo, Jagalchi

Tassajara Crossing

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1990

 

 

 

 

 

146

 

 

96.9%

 

 

26.56

 

 

Safeway, CVS, Alamo Hardware

Willows Shopping Center(6)

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2015

 

 

 

 

 

241

 

 

82.7%

 

 

30.58

 

 

REI, UFC Gym, Old Navy, Ulta, Five Below

Woodside Central

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1993

 

 

 

 

 

81

 

 

93.4%

 

 

26.39

 

 

Chuck E. Cheese, Marshalls, (Target)

Ygnacio Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

1968

 

 

25,850

 

 

 

110

 

 

97.6%

 

 

40.58

 

 

Sports Basement,TJ Maxx

Blossom Valley

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1990

 

 

22,300

 

 

 

93

 

 

97.7%

 

 

28.61

 

 

Safeway

Mariposa Shopping Center

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

2020

 

 

26,950

 

 

 

127

 

 

94.0%

 

 

22.24

 

 

Safeway, CVS, Ross Dress for Less

Shoppes at Homestead

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1983

 

 

 

 

 

116

 

 

96.7%

 

 

26.25

 

 

CVS, Crunch Fitness, (Orchard Supply Hardware)

Snell & Branham Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

1988

 

 

19,200

 

 

 

92

 

 

98.5%

 

 

22.25

 

 

Safeway

The Pruneyard

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

2019

 

2014

 

 

2,200

 

 

 

260

 

 

97.9%

 

 

42.54

 

 

Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls

West Park Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1996

 

 

 

 

 

88

 

 

100.0%

 

 

22.07

 

 

Safeway, Crunch Fitness

Golden Hills Plaza

 

San Luis Obispo-Paso Robles

 

CA

 

 

 

2006

 

2017

 

 

 

 

 

244

 

 

87.0%

 

 

7.13

 

 

Lowe's, TJ Maxx

Five Points Shopping Center

 

Santa Maria-Santa Barbara

 

CA

 

40%

 

2005

 

2014

 

 

 

 

 

145

 

 

97.6%

 

 

31.02

 

 

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

Corral Hollow

 

Stockton

 

CA

 

 

 

2000

 

2000

 

 

 

 

 

167

 

 

70.4%

 

 

20.82

 

 

Safeway, CVS

Alcove On Arapahoe

 

Boulder

 

CO

 

40%

 

2005

 

2019

 

 

26,700

 

 

 

159

 

 

91.8%

 

 

19.79

 

 

Petco, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon

Crossroads Commons

 

Boulder

 

CO

 

20%

 

2001

 

1986

 

 

34,500

 

 

 

143

 

 

93.6%

 

 

30.27

 

 

Whole Foods, Barnes & Noble

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Crossroads Commons II

 

Boulder

 

CO

 

20%

 

2018

 

1995

 

 

5,500

 

 

 

18

 

 

100.0%

 

 

41.45

 

 

(Whole Foods), (Barnes & Noble)

Falcon Marketplace

 

Colorado Springs

 

CO

 

 

 

2005

 

2005

 

 

 

 

 

22

 

 

100.0%

 

 

26.36

 

 

(Wal-Mart)

Marketplace at Briargate

 

Colorado Springs

 

CO

 

 

 

2006

 

2006

 

 

 

 

 

29

 

 

100.0%

 

 

36.20

 

 

(King Soopers)

Monument Jackson Creek

 

Colorado Springs

 

CO

 

 

 

1998

 

1999

 

 

 

 

 

85

 

 

100.0%

 

 

12.99

 

 

King Soopers

Woodmen Plaza

 

Colorado Springs

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

116

 

 

97.6%

 

 

13.93

 

 

King Soopers

Applewood Shopping Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

2020

 

 

 

 

 

360

 

 

95.8%

 

 

16.51

 

 

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

Belleview Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2004

 

2013

 

 

 

 

 

117

 

 

96.1%

 

 

21.81

 

 

King Soopers

Boulevard Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1986

 

 

 

 

 

77

 

 

91.5%

 

 

32.51

 

 

Eye Care Specialists, (Safeway)

Buckley Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1978

 

 

 

 

 

116

 

 

93.6%

 

 

11.90

 

 

Ace Hardware, King Soopers

Cherrywood Square Shop Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1978

 

 

9,650

 

 

 

97

 

 

100.0%

 

 

13.03

 

 

King Soopers

Hilltop Village

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2002

 

2018

 

 

 

 

 

101

 

 

100.0%

 

 

13.58

 

 

King Soopers

Littleton Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

2015

 

 

 

 

 

99

 

 

97.2%

 

 

11.50

 

 

King Soopers

Lloyd King Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

83

 

 

100.0%

 

 

12.25

 

 

King Soopers

Ralston Square Shopping Center

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1977

 

 

 

 

 

83

 

 

98.5%

 

 

16.44

 

 

King Soopers

Shops at Quail Creek

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2008

 

2008

 

 

 

 

 

38

 

 

96.3%

 

 

28.22

 

 

(King Soopers)

Stroh Ranch

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

93

 

 

100.0%

 

 

14.43

 

 

King Soopers

Centerplace of Greeley III

 

Greeley

 

CO

 

 

 

2007

 

2007

 

 

 

 

 

119

 

 

100.0%

 

 

12.31

 

 

Hobby Lobby, Best Buy, TJ Maxx

22 Crescent Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1984

 

 

 

 

 

4

 

 

100.0%

 

 

69.00

 

 

-

25 Valley Drive

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1977

 

 

 

 

 

18

 

 

100.0%

 

 

46.25

 

 

-

321-323 Railroad Ave

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1983

 

 

 

 

 

21

 

 

100.0%

 

 

37.48

 

 

-

470 Main Street

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1972

 

 

 

 

 

23

 

 

98.5%

 

 

29.32

 

 

-

530 Old Post Rd

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1979

 

 

 

 

 

8

 

 

75.0%

 

 

43.25

 

 

-

7 Riversville

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1978

 

 

 

 

 

11

 

 

80.9%

 

 

39.61

 

 

-

91 Danbury Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1965

 

 

 

 

 

5

 

 

77.3%

 

 

29.44

 

 

-

970 High Ridge Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1960

 

 

 

 

 

27

 

 

89.6%

 

 

36.15

 

 

BevMax

Airport Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1974

 

 

 

 

 

33

 

 

100.0%

 

 

31.48

 

 

-

Bethel Hub Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1957

 

 

 

 

 

31

 

 

60.8%

 

 

14.91

 

 

La Placita Bethel Market

Black Rock

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

1996

 

 

15,342

 

 

 

95

 

 

97.7%

 

 

29.89

 

 

Old Navy, The Clubhouse

Brick Walk(6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2007

 

 

30,919

 

 

 

123

 

 

96.2%

 

 

46.08

 

 

-

Compo Acres Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2011

 

 

 

 

 

43

 

 

95.9%

 

 

55.85

 

 

Trader Joe's

Copps Hill Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2002

 

 

7,706

 

 

 

173

 

 

88.1%

 

 

22.26

 

 

Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's

Cos Cob Commons

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1986

 

 

13,142

 

 

 

48

 

 

93.9%

 

 

53.16

 

 

CVS

Cos Cob Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1947

 

 

3,902

 

 

 

15

 

 

93.4%

 

 

52.79

 

 

-

Danbury Green

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2006

 

 

 

 

 

124

 

 

99.0%

 

 

27.17

 

 

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

Danbury Square

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1987

 

 

 

 

 

194

 

 

73.2%

 

 

13.80

 

 

Ocean State Job Lot, Planet Fitness, Elicit Brewing Company

Darinor Plaza(6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

 

 

 

153

 

 

100.0%

 

 

20.45

 

 

Kohl's, Old Navy, Party City

Fairfield Center(6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2000

 

 

 

 

 

95

 

 

87.8%

 

 

34.04

 

 

Fairfield University Bookstore, Merril Lynch

Fairfield Crossroads

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1995

 

 

 

 

 

62

 

 

100.0%

 

 

25.28

 

 

Marshalls, DSW

Goodwives Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1955

 

 

23,078

 

 

 

96

 

 

90.1%

 

 

41.03

 

 

Stop & Shop

Greens Farms Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1958

 

 

 

 

 

40

 

 

51.3%

 

 

25.81

 

 

BevMax

Greenwich Commons

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1961

 

 

4,866

 

 

 

10

 

 

100.0%

 

 

89.23

 

 

-

High Ridge Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

100%

 

2023

 

1968

 

 

9,047

 

 

 

91

 

 

69.2%

 

 

56.28

 

 

Trader Joe's

Knotts Landing

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1994

 

 

 

 

 

3

 

 

100.0%

 

 

76.05

 

 

-

Main & Bailey

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1950

 

 

 

 

 

62

 

 

96.1%

 

 

26.17

 

 

-

Newfield Green

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1966

 

 

19,278

 

 

 

74

 

 

95.8%

 

 

38.15

 

 

Grade A Market, CVS

Old Greenwich CVS

 

Bridgeport-Stamford-Norwalk

 

CT

 

100%

 

2023

 

1941

 

 

891

 

 

 

8

 

 

100.0%

 

 

30.17

 

 

-

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Post Road Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

 

 

 

20

 

 

100.0%

 

 

59.79

 

 

Trader Joe's

Ridgeway Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1952

 

 

43,150

 

 

 

365

 

 

91.7%

 

 

30.17

 

 

Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Ashley Furniture, Old Navy, ULTA

Shelton Square

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1982

 

 

 

 

 

189

 

 

99.1%

 

 

19.12

 

 

Stop & Shop, Homegoods, Hawley Lane, Edge Fitness

Station Centre @ Old Greenwich

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1952

 

 

6,770

 

 

 

39

 

 

91.4%

 

 

35.73

 

 

Kings Food Markets

The Dock-Dockside

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2023

 

1974

 

 

33,667

 

 

 

278

 

 

100.0%

 

 

19.81

 

 

Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi

Walmart Norwalk

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2003

 

 

 

 

 

142

 

 

100.0%

 

 

0.56

 

 

WalMart, HomeGoods

Westport Row

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2020

 

 

 

 

 

95

 

 

100.0%

 

 

45.10

 

 

The Fresh Market, Pottery Barn

Brookside Plaza

 

Hartford-E Hartford-Middletown

 

CT

 

 

 

2017

 

2006

 

 

 

 

 

227

 

 

95.8%

 

 

16.41

 

 

Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean

Corbin's Corner

 

Hartford-E Hartford-Middletown

 

CT

 

40%

 

2005

 

2015

 

 

53,000

 

 

 

189

 

 

98.1%

 

 

32.12

 

 

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

Aldi Square

 

New Haven-Milford

 

CT

 

 

 

2023

 

2014

 

 

 

 

 

38

 

 

100.0%

 

 

16.19

 

 

Aldi

Orange Meadows

 

New Haven-Milford

 

CT

 

 

 

2023

 

1990

 

 

 

 

 

78

 

 

100.0%

 

 

24.13

 

 

Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta

Southbury Green

 

New Haven-Milford

 

CT

 

 

 

2017

 

2002

 

 

 

 

 

156

 

 

87.5%

 

 

22.41

 

 

ShopRite, Homegoods

New Milford Plaza

 

Torrington

 

CT

 

 

 

2023

 

1970

 

 

 

 

 

235

 

 

100.0%

 

 

9.31

 

 

Walmart, Stop & Shop, Club 24, Dollar Tree

Sunny Valley Shops

 

Torrington

 

CT

 

 

 

2023

 

2003

 

 

 

 

 

72

 

 

55.5%

 

 

15.62

 

 

Staples

Veterans Plaza

 

Torrington

 

CT

 

 

 

2023

 

1966

 

 

 

 

 

80

 

 

100.0%

 

 

12.23

 

 

Big Y World Class Market, BevMax

Shops at The Columbia

 

Washington-Arlington-Alexandri

 

DC

 

 

 

2006

 

2006

 

 

 

 

 

23

 

 

100.0%

 

 

38.34

 

 

Trader Joe's

Spring Valley Shopping Center

 

Washington-Arlington-Alexandri

 

DC

 

40%

 

2005

 

1930

 

 

13,000

 

 

 

17

 

 

100.0%

 

 

101.60

 

 

-

Pike Creek

 

Philadelphia-Camden-Wilmington

 

DE

 

 

 

1998

 

2013

 

 

 

 

 

229

 

 

96.2%

 

 

17.39

 

 

Acme Markets, Edge Fitness, Pike Creek Community Hardware

Shoppes of Graylyn

 

Philadelphia-Camden-Wilmington

 

DE

 

40%

 

2005

 

1971

 

 

 

 

 

64

 

 

94.6%

 

 

25.73

 

 

Rite Aid

Corkscrew Village

 

Cape Coral-Fort Myers

 

FL

 

 

 

2007

 

1997

 

 

 

 

 

82

 

 

97.8%

 

 

15.55

 

 

Publix

Shoppes of Grande Oak

 

Cape Coral-Fort Myers

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

79

 

 

98.5%

 

 

17.93

 

 

Publix

Millhopper Shopping Center

 

Gainesville

 

FL

 

 

 

1993

 

2017

 

 

 

 

 

80

 

 

100.0%

 

 

19.82

 

 

Publix

Newberry Square

 

Gainesville

 

FL

 

 

 

1994

 

1986

 

 

 

 

 

181

 

 

89.7%

 

 

9.63

 

 

Publix, Floor & Décor, Dollar Tree

Anastasia Plaza

 

Jacksonville

 

FL

 

 

 

1993

 

1988

 

 

 

 

 

102

 

 

95.0%

 

 

15.39

 

 

Publix

Atlantic Village

 

Jacksonville

 

FL

 

 

 

2017

 

2014

 

 

 

 

 

110

 

 

100.0%

 

 

19.09

 

 

LA Fitness, Pet Supplies Plus

Brooklyn Station on Riverside

 

Jacksonville

 

FL

 

 

 

2013

 

2013

 

 

 

 

 

50

 

 

100.0%

 

 

28.73

 

 

The Fresh Market

Courtyard Shopping Center

 

Jacksonville

 

FL

 

 

 

1993

 

1987

 

 

 

 

 

137

 

 

100.0%

 

 

3.68

 

 

Target, (Publix)

East San Marco

 

Jacksonville

 

FL

 

 

 

2007

 

2022

 

 

 

 

 

59

 

 

100.0%

 

 

28.33

 

 

Publix

Fleming Island

 

Jacksonville

 

FL

 

 

 

1998

 

2000

 

 

 

 

 

132

 

 

97.3%

 

 

17.69

 

 

Publix, PETCO, Planet Fitness, (Target)

Hibernia Pavilion

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

 

 

 

51

 

 

100.0%

 

 

16.52

 

 

Publix

John's Creek Center

 

Jacksonville

 

FL

 

20%

 

2003

 

2004

 

 

9,000

 

 

 

82

 

 

100.0%

 

 

16.67

 

 

Publix

Julington Village

 

Jacksonville

 

FL

 

20%

 

1999

 

1999

 

 

10,000

 

 

 

82

 

 

100.0%

 

 

17.65

 

 

Publix, (CVS)

Mandarin Landing

 

Jacksonville

 

FL

 

 

 

2017

 

1976

 

 

 

 

 

129

 

 

98.3%

 

 

23.52

 

 

Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk

Nocatee Town Center

 

Jacksonville

 

FL

 

 

 

2007

 

2017

 

 

 

 

 

114

 

 

100.0%

 

 

23.56

 

 

Publix

Oakleaf Commons

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

 

 

 

77

 

 

100.0%

 

 

16.93

 

 

Publix

Old St Augustine Plaza

 

Jacksonville

 

FL

 

 

 

1996

 

2020

 

 

 

 

 

248

 

 

100.0%

 

 

11.52

 

 

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

Pablo Plaza

 

Jacksonville

 

FL

 

 

 

2017

 

2020

 

 

 

 

 

161

 

 

100.0%

 

 

18.80

 

 

Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart

Pine Tree Plaza

 

Jacksonville

 

FL

 

 

 

1997

 

1999

 

 

 

 

 

63

 

 

96.9%

 

 

14.97

 

 

Publix

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Seminole Shoppes

 

Jacksonville

 

FL

 

50%

 

2009

 

2018

 

 

7,272

 

 

 

87

 

 

100.0%

 

 

24.27

 

 

Publix

Shoppes at Bartram Park

 

Jacksonville

 

FL

 

50%

 

2005

 

2017

 

 

 

 

 

135

 

 

100.0%

 

 

22.67

 

 

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

Shops at John's Creek

 

Jacksonville

 

FL

 

 

 

2003

 

2004

 

 

 

 

 

15

 

 

100.0%

 

 

27.73

 

 

-

South Beach Regional

 

Jacksonville

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

303

 

 

86.7%

 

 

17.95

 

 

Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack

Starke(6)

 

Jacksonville

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

13

 

 

100.0%

 

 

27.05

 

 

CVS

Avenida Biscayne (fka Aventura Square)(6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1991

 

 

 

 

 

143

 

 

83.5%

 

 

52.86

 

 

DSW, Jewelry Exchange, Old Navy, The Fresh Market

Aventura Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1994

 

2017

 

 

 

 

 

97

 

 

94.9%

 

 

38.14

 

 

CVS, Publix

Banco Popular Building

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1971

 

 

 

 

 

5

 

 

100.0%

 

 

92.31

 

 

-

Bird 107 Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

40

 

 

100.0%

 

 

22.51

 

 

Walgreens

Bird Ludlam

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

 

 

 

192

 

 

97.6%

 

 

26.34

 

 

CVS, Goodwill, Winn-Dixie

Boca Village Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2014

 

 

 

 

 

92

 

 

100.0%

 

 

23.14

 

 

CVS, Publix

Boynton Lakes Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

2012

 

 

 

 

 

110

 

 

91.9%

 

 

16.98

 

 

Citi Trends, Pet Supermarket, Publix

Boynton Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

105

 

 

100.0%

 

 

21.54

 

 

CVS, Publix

Caligo Crossing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2007

 

2007

 

 

 

 

 

11

 

 

100.0%

 

 

47.17

 

 

(Kohl's)

Chasewood Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1993

 

2015

 

 

 

 

 

152

 

 

97.1%

 

 

28.26

 

 

Publix, Pet Smart

Concord Shopping Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

309

 

 

100.0%

 

 

14.90

 

 

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

Coral Reef Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

75

 

 

98.7%

 

 

33.13

 

 

Aldi, Walgreens

Country Walk Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2008

 

 

16,000

 

 

 

101

 

 

94.8%

 

 

22.71

 

 

Publix, CVS

Countryside Shops

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

 

 

 

193

 

 

72.6%

 

 

25.82

 

 

Publix, Ross Dress for Less

Fountain Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2013

 

2013

 

 

 

 

 

177

 

 

100.0%

 

 

29.26

 

 

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

Gardens Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

1991

 

 

 

 

 

90

 

 

100.0%

 

 

19.66

 

 

Publix

Greenwood Shopping Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1994

 

 

 

 

 

133

 

 

96.8%

 

 

17.36

 

 

Publix, Bealls

Hammocks Town Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

187

 

 

92.2%

 

 

18.87

 

 

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

Pine Island

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1999

 

 

 

 

 

255

 

 

99.5%

 

 

15.39

 

 

Publix, Burlington Coat Factory, Beall's Outlet, YouFit Health Club, Floor and Décor

Pine Ridge Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2013

 

 

 

 

 

118

 

 

72.7%

 

 

20.51

 

 

The Fresh Market, Marshalls, Ulta

Pinecrest Place(6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2017

 

 

 

 

 

70

 

 

96.3%

 

 

42.97

 

 

Whole Foods, (Target)

Point Royale Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

 

 

 

202

 

 

100.0%

 

 

17.02

 

 

Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture

Prosperity Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

124

 

 

69.6%

 

 

26.61

 

 

Office Depot, TJ Maxx, CVS

Sawgrass Promenade

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

 

 

 

107

 

 

89.9%

 

 

15.40

 

 

Publix, Walgreens, Dollar Tree

Sheridan Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2022

 

 

 

 

 

507

 

 

95.3%

 

 

20.47

 

 

Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Wellmax, Burlington, Marshalls

Shoppes @ 104

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1998

 

2018

 

 

 

 

 

112

 

 

95.0%

 

 

20.73

 

 

Fresco y Mas, CVS

Shoppes at Lago Mar

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1995

 

 

 

 

 

83

 

 

91.0%

 

 

16.11

 

 

Publix, YouFit Health Club

Shoppes of Jonathan's Landing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

 

 

 

27

 

 

94.2%

 

 

31.19

 

 

(Publix)

Shoppes of Oakbrook

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2003

 

 

 

 

 

200

 

 

53.8%

 

 

22.37

 

 

Publix, Duffy's Sports Bar, CVS

Shoppes of Silver Lakes

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

 

 

 

127

 

 

97.1%

 

 

21.03

 

 

Publix, Goodwill

Shoppes of Sunset

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

 

 

 

22

 

 

71.2%

 

 

26.90

 

 

-

Shoppes of Sunset II

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

 

 

 

28

 

 

89.9%

 

 

24.32

 

 

-

Shops at Skylake

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2006

 

 

 

 

 

287

 

 

98.0%

 

 

25.49

 

 

Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical

Tamarac Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

125

 

 

84.8%

 

 

13.28

 

 

Publix, Dollar Tree, Retro Fitness

University Commons(6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2015

 

2001

 

 

 

 

 

180

 

 

100.0%

 

 

35.02

 

 

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

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Waterstone Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2005

 

 

 

 

 

61

 

 

100.0%

 

 

18.36

 

 

Publix

Welleby Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

1982

 

 

 

 

 

110

 

 

98.9%

 

 

15.28

 

 

Publix, Dollar Tree

Wellington Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

2022

 

 

 

 

 

108

 

 

97.4%

 

 

25.62

 

 

Publix, CVS

West Bird Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2021

 

 

 

 

 

99

 

 

97.9%

 

 

26.51

 

 

Publix

West Lake Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2000

 

 

 

 

 

101

 

 

100.0%

 

 

23.33

 

 

Fresco y Mas, CVS

Westport Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2002

 

 

 

 

 

47

 

 

100.0%

 

 

22.93

 

 

Publix

Berkshire Commons

 

Naples-Marco Island

 

FL

 

 

 

1994

 

1992

 

 

 

 

 

110

 

 

100.0%

 

 

16.18

 

 

Publix, Walgreens

Naples Walk

 

Naples-Marco Island

 

FL

 

 

 

2007

 

1999

 

 

 

 

 

125

 

 

96.6%

 

 

19.57

 

 

Publix

Pavillion

 

Naples-Marco Island

 

FL

 

 

 

2017

 

2011

 

 

 

 

 

168

 

 

100.0%

 

 

24.44

 

 

LA Fitness, Paragon Theaters, J. Lee Salon Suites

Shoppes of Pebblebrook Plaza

 

Naples-Marco Island

 

FL

 

50%

 

2000

 

2000

 

 

 

 

 

80

 

 

97.0%

 

 

16.70

 

 

Publix, (Walgreens)

Glengary Shoppes

 

North Port-Sarasota-Bradenton

 

FL

 

 

 

2017

 

1995

 

 

 

 

 

93

 

 

97.0%

 

 

20.50

 

 

Best Buy, Barnes & Noble

Alafaya Village

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1986

 

 

 

 

 

39

 

 

100.0%

 

 

25.80

 

 

-

Kirkman Shoppes

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

116

 

 

100.0%

 

 

26.68

 

 

LA Fitness, Walgreens

Lake Mary Centre

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

356

 

 

94.8%

 

 

18.15

 

 

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

 

 

 

203

 

 

98.0%

 

 

34.21

 

 

Publix, Eddie V's

Town and Country

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

78

 

 

100.0%

 

 

11.75

 

 

Ross Dress for Less

Unigold Shopping Center

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

91.2%

 

 

15.99

 

 

YouFit Health Club, Ross Dress for Less

Willa Springs

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2000

 

2000

 

 

16,700

 

 

 

90

 

 

100.0%

 

 

24.76

 

 

Publix

Cashmere Corners

 

Port St. Lucie

 

FL

 

 

 

2017

 

2016

 

 

 

 

 

86

 

 

100.0%

 

 

14.82

 

 

WalMart

The Plaza at St. Lucie West

 

Port St. Lucie

 

FL

 

 

 

2017

 

2006

 

 

 

 

 

27

 

 

100.0%

 

 

26.33

 

 

-

Charlotte Square

 

Punta Gorda

 

FL

 

 

 

2017

 

1980

 

 

 

 

 

91

 

 

94.1%

 

 

11.94

 

 

WalMart, Buffet City

Ryanwood Square

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

93.3%

 

 

12.84

 

 

Publix, Beall's, Harbor Freight Tools

South Point

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

2003

 

 

 

 

 

65

 

 

100.0%

 

 

16.66

 

 

Publix

Treasure Coast Plaza

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1983

 

 

 

 

 

134

 

 

100.0%

 

 

19.28

 

 

Publix, TJ Maxx

Carriage Gate

 

Tallahassee

 

FL

 

 

 

1994

 

2013

 

 

 

 

 

73

 

 

100.0%

 

 

25.58

 

 

Trader Joe's, TJ Maxx

Ocala Corners(6)

 

Tallahassee

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

93

 

 

93.0%

 

 

14.51

 

 

Publix

Bloomingdale Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1998

 

2021

 

 

 

 

 

252

 

 

96.9%

 

 

20.57

 

 

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

Northgate Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1995

 

 

 

 

 

75

 

 

100.0%

 

 

16.74

 

 

Publix

Regency Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1993

 

2013

 

 

 

 

 

352

 

 

98.4%

 

 

20.68

 

 

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

Shoppes at Sunlake Centre

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2017

 

2008

 

 

 

 

 

117

 

 

100.0%

 

 

25.32

 

 

Publix

Suncoast Crossing

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

2007

 

 

 

 

 

118

 

 

98.8%

 

 

7.34

 

 

Kohl's, (Target)

The Village at Hunter's Lake

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2018

 

2018

 

 

 

 

 

72

 

 

100.0%

 

 

28.47

 

 

Sprouts

Town Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1997

 

1999

 

 

 

 

 

44

 

 

100.0%

 

 

35.55

 

 

PETCO, Barnes & Noble

Village Center

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1995

 

2014

 

 

 

 

 

186

 

 

100.0%

 

 

22.80

 

 

Publix, PGA Tour Superstore, Walgreens

Westchase

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1998

 

 

 

 

 

79

 

 

100.0%

 

 

17.97

 

 

Publix

Ashford Place

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1993

 

 

 

 

 

53

 

 

89.3%

 

 

26.57

 

 

Harbor Freight Tools

Briarcliff La Vista

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1962

 

 

 

 

 

43

 

 

100.0%

 

 

22.64

 

 

Michael's

Briarcliff Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

 

 

 

189

 

 

100.0%

 

 

17.51

 

 

Burlington, Party City, Publix, Shoe Carnival, TJ Maxx

Bridgemill Market

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2000

 

 

 

 

 

89

 

 

96.3%

 

 

19.02

 

 

Publix

Brighten Park

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2016

 

 

 

 

 

137

 

 

97.1%

 

 

28.81

 

 

Lidl, Big Blue Swim School, Kohl's

Buckhead Court

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1984

 

 

 

 

 

49

 

 

93.8%

 

 

32.18

 

 

-

Buckhead Landing

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1998

 

 

 

 

 

152

 

 

81.7%

 

 

32.88

 

 

Binders Art Supplies & Frames, Publix

Buckhead Station

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1996

 

 

 

 

 

234

 

 

82.9%

 

 

26.80

 

 

Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta

 

33


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Cambridge Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1996

 

1979

 

 

 

 

 

70

 

 

97.2%

 

 

24.98

 

 

Publix

Chastain Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2001

 

 

 

 

 

92

 

 

100.0%

 

 

24.11

 

 

Publix

Cornerstone Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

 

 

 

80

 

 

100.0%

 

 

19.24

 

 

Aldi, Barking Hound Village, CVS, HealthMarkets Insurance

Dunwoody Hall

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1986

 

 

13,800

 

 

 

86

 

 

100.0%

 

 

21.71

 

 

Publix

Dunwoody Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1975

 

 

 

 

 

121

 

 

89.4%

 

 

22.27

 

 

The Fresh Market, Walgreens, Dunwoody Prep

Howell Mill Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2004

 

1984

 

 

 

 

 

92

 

 

97.6%

 

 

25.42

 

 

Publix

Paces Ferry Plaza

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2018

 

 

 

 

 

82

 

 

97.0%

 

 

42.09

 

 

Whole Foods

Powers Ferry Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2013

 

 

 

 

 

97

 

 

100.0%

 

 

36.45

 

 

HomeGoods, PETCO

Powers Ferry Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1994

 

 

 

 

 

69

 

 

98.3%

 

 

10.25

 

 

Publix, Barrel Town

Russell Ridge

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1994

 

1995

 

 

 

 

 

108

 

 

91.4%

 

 

12.98

 

 

Kroger

Sandy Springs

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2012

 

2006

 

 

 

 

 

113

 

 

100.0%

 

 

27.21

 

 

Trader Joe's, Fox's, Peter Glenn Ski & Sports

Sope Creek Crossing

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1998

 

2016

 

 

 

 

 

99

 

 

95.5%

 

 

17.06

 

 

Publix

The Shops at Hampton Oaks

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2009

 

 

 

 

 

21

 

 

89.8%

 

 

12.30

 

 

(CVS)

Williamsburg at Dunwoody

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1983

 

 

 

 

 

45

 

 

95.6%

 

 

25.72

 

 

-

Civic Center Plaza

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1989

 

 

22,000

 

 

 

265

 

 

96.6%

 

 

10.78

 

 

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

Clybourn Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2014

 

1999

 

 

 

 

 

32

 

 

100.0%

 

 

37.82

 

 

PETCO

Glen Oak Plaza

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

1967

 

 

 

 

 

63

 

 

96.2%

 

 

27.83

 

 

Trader Joe's, Walgreens, Northshore University Healthsystems

Hinsdale Lake Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

1998

 

2015

 

 

 

 

 

185

 

 

94.3%

 

 

16.68

 

 

Whole Foods, Goodwill, Charter Fitness, Petco

Mellody Farm

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2017

 

2017

 

 

 

 

 

259

 

 

97.1%

 

 

31.25

 

 

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

Naperville Plaza

 

Chicago-Naperville-Elgin

 

IL

 

20%

 

2023

 

1961

 

 

23,000

 

 

 

115

 

 

100.0%

 

 

26.91

 

 

Casey's Foods, Trader Joe's, Oswald's Pharmacy

Old Town Square

 

Chicago-Naperville-Elgin

 

IL

 

20%

 

2023

 

1998

 

 

14,000

 

 

 

87

 

 

97.5%

 

 

27.10

 

 

Jewel-Osco

Riverside Sq & River's Edge

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1986

 

 

 

 

 

169

 

 

100.0%

 

 

18.66

 

 

Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness

Roscoe Square

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

2012

 

 

24,500

 

 

 

140

 

 

100.0%

 

 

24.78

 

 

Mariano's Fresh Market, Walgreens, Altitude Trampoline Park

Westchester Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2001

 

2014

 

 

 

 

 

143

 

 

93.1%

 

 

18.28

 

 

Mariano's Fresh Market, Goodwill

Willow Festival

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

2007

 

 

 

 

 

404

 

 

91.7%

 

 

19.23

 

 

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

Shops on Main

 

Chicago-Naperville-Elgin

 

IN

 

94%

 

2007

 

2020

 

 

 

 

 

279

 

 

100.0%

 

 

16.54

 

 

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

 

 

88.6%

 

 

17.44

 

 

Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger)

Willow Lake West Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

2005

 

2001

 

 

10,000

 

 

 

53

 

 

100.0%

 

 

28.23

 

 

Trader Joe's

Fellsway Plaza

 

Boston-Cambridge-Newton

 

MA

 

75%

 

2013

 

2016

 

 

34,873

 

 

 

158

 

 

100.0%

 

 

27.34

 

 

Stop & Shop, Planet Fitness, BioLife Plasma Services

Shaw's at Plymouth

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1993

 

 

 

 

 

60

 

 

100.0%

 

 

19.34

 

 

Shaw's

Shops at Saugus

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2006

 

 

 

 

 

87

 

 

100.0%

 

 

31.64

 

 

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

Star's at Cambridge

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1997

 

 

 

 

 

66

 

 

100.0%

 

 

41.18

 

 

Star Market

Star's at Quincy

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1995

 

 

 

 

 

101

 

 

100.0%

 

 

23.63

 

 

Star Market

Star's at West Roxbury

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

2006

 

 

 

 

 

76

 

 

100.0%

 

 

27.61

 

 

Shaw's

The Abbot

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1912

 

 

 

 

 

64

 

 

77.1%

 

 

94.03

 

 

Center for Effective Alturism

Twin City Plaza

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2004

 

 

 

 

 

285

 

 

100.0%

 

 

22.43

 

 

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

The Longmeadow Shops

 

Springfield, MA

 

MA

 

 

 

2023

 

1962

 

 

13,000

 

 

 

99

 

 

100.0%

 

 

32.16

 

 

CVS

 

34


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Festival at Woodholme

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

1986

 

 

18,510

 

 

 

81

 

 

95.1%

 

 

40.40

 

 

Trader Joe's

Parkville Shopping Center

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2013

 

 

23,200

 

 

 

165

 

 

96.6%

 

 

17.61

 

 

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

Southside Marketplace

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2011

 

 

24,800

 

 

 

125

 

 

93.5%

 

 

24.51

 

 

Giant

Village at Lee Airpark

 

Baltimore-Columbia-Towson

 

MD

 

 

 

2005

 

2014

 

 

 

 

 

118

 

 

97.8%

 

 

31.38

 

 

Giant, (Sunrise)

Burnt Mills

 

Washington-Arlington-Alexandri

 

MD

 

20%

 

2013

 

2004

 

 

 

 

 

31

 

 

92.3%

 

 

38.58

 

 

Trader Joe's

Cloppers Mill Village

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1995

 

 

 

 

 

137

 

 

94.7%

 

 

19.48

 

 

Shoppers Food Warehouse, Dollar Tree

Firstfield Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

2014

 

 

 

 

 

22

 

 

100.0%

 

 

44.25

 

 

-

Takoma Park

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1960

 

 

 

 

 

107

 

 

97.4%

 

 

15.05

 

 

Planet Fitness

Watkins Park Plaza

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1985

 

 

 

 

 

111

 

 

98.5%

 

 

29.47

 

 

LA Fitness, CVS

Westbard Square

 

Washington-Arlington-Alexandri

 

MD

 

 

 

2017

 

2001

 

 

 

 

 

126

 

 

82.5%

 

 

36.56

 

 

Giant, Bowlmor AMF

Woodmoor Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1954

 

 

19,000

 

 

 

68

 

 

96.3%

 

 

37.93

 

 

CVS

Fenton Marketplace

 

Flint

 

MI

 

 

 

1999

 

1999

 

 

 

 

 

97

 

 

74.0%

 

 

9.14

 

 

Family Farm & Home

Apple Valley Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

 

 

2006

 

1998

 

 

 

 

 

179

 

 

100.0%

 

 

17.01

 

 

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

Cedar Commons

 

Minneapol-St. Paul-Bloomington

 

MN

 

 

 

2011

 

1999

 

 

 

 

 

66

 

 

100.0%

 

 

28.59

 

 

Whole Foods

Colonial Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

2014

 

 

19,700

 

 

 

93

 

 

97.9%

 

 

27.54

 

 

Lund's

Rockford Road Plaza

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

1991

 

 

20,000

 

 

 

204

 

 

99.4%

 

 

14.27

 

 

Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA

Rockridge Center

 

Minneapol-St. Paul-Bloomington

 

MN

 

20%

 

2011

 

2006

 

 

14,500

 

 

 

125

 

 

98.2%

 

 

14.71

 

 

CUB Foods

Brentwood Plaza

 

St. Louis

 

MO

 

 

 

2007

 

2002

 

 

 

 

 

60

 

 

92.6%

 

 

10.38

 

 

Schnucks

Bridgeton

 

St. Louis

 

MO

 

 

 

2007

 

2005

 

 

 

 

 

71

 

 

100.0%

 

 

12.87

 

 

Schnucks, (Home Depot)

Dardenne Crossing

 

St. Louis

 

MO

 

 

 

2007

 

1996

 

 

 

 

 

67

 

 

100.0%

 

 

11.72

 

 

Schnucks

Kirkwood Commons

 

St. Louis

 

MO

 

 

 

2007

 

2000

 

 

 

 

 

210

 

 

100.0%

 

 

10.39

 

 

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

Blakeney Town Center

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2021

 

2006

 

 

 

 

 

384

 

 

99.7%

 

 

27.08

 

 

Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)

Carmel Commons

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

1997

 

2012

 

 

 

 

 

141

 

 

89.4%

 

 

25.09

 

 

Chuck E. Cheese, The Fresh Market, Party City

Cochran Commons

 

Charlotte-Concord-Gastonia

 

NC

 

20%

 

2007

 

2003

 

 

2,975

 

 

 

66

 

 

100.0%

 

 

17.91

 

 

Harris Teeter, (Walgreens)

Willow Oaks

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2014

 

2014

 

 

 

 

 

65

 

 

97.9%

 

 

17.89

 

 

Publix

Shops at Erwin Mill

 

Durham-Chapel Hill

 

NC

 

55%

 

2012

 

2012

 

 

10,000

 

 

 

91

 

 

100.0%

 

 

20.47

 

 

Harris Teeter

Southpoint Crossing

 

Durham-Chapel Hill

 

NC

 

 

 

1998

 

1998

 

 

 

 

 

103

 

 

100.0%

 

 

17.42

 

 

Harris Teeter

Village Plaza

 

Durham-Chapel Hill

 

NC

 

20%

 

2012

 

2020

 

 

11,793

 

 

 

73

 

 

100.0%

 

 

25.22

 

 

Whole Foods

Woodcroft Shopping Center

 

Durham-Chapel Hill

 

NC

 

 

 

1996

 

1984

 

 

 

 

 

90

 

 

95.4%

 

 

14.52

 

 

Food Lion, ACE Hardware

Glenwood Village

 

Raleigh-Cary

 

NC

 

 

 

1997

 

1983

 

 

 

 

 

43

 

 

100.0%

 

 

18.71

 

 

Harris Teeter

Holly Park

 

Raleigh-Cary

 

NC

 

 

 

2013

 

1969

 

 

 

 

 

158

 

 

99.0%

 

 

20.54

 

 

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

Lake Pine Plaza

 

Raleigh-Cary

 

NC

 

 

 

1998

 

1997

 

 

 

 

 

88

 

 

100.0%

 

 

14.55

 

 

Harris Teeter

Market at Colonnade Center

 

Raleigh-Cary

 

NC

 

 

 

2009

 

2009

 

 

 

 

 

58

 

 

100.0%

 

 

28.83

 

 

Whole Foods

Midtown East

 

Raleigh-Cary

 

NC

 

50%

 

2017

 

2017

 

 

36,000

 

 

 

159

 

 

100.0%

 

 

24.51

 

 

Wegmans

Ridgewood Shopping Center

 

Raleigh-Cary

 

NC

 

20%

 

2018

 

1951

 

 

9,025

 

 

 

94

 

 

89.9%

 

 

28.41

 

 

Whole Foods, Walgreens

Shoppes of Kildaire

 

Raleigh-Cary

 

NC

 

40%

 

2005

 

1986

 

 

20,000

 

 

 

145

 

 

100.0%

 

 

21.28

 

 

Trader Joe's, Aldi, Staples, Barnes & Noble

Sutton Square

 

Raleigh-Cary

 

NC

 

20%

 

2006

 

1985

 

 

 

 

 

101

 

 

93.8%

 

 

21.21

 

 

The Fresh Market

 

35


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Village District

 

Raleigh-Cary

 

NC

 

30%

 

2004

 

2018

 

 

75,000

 

 

 

599

 

 

98.3%

 

 

25.47

 

 

Harris Teeter, The Fresh Market, The Oberlin, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry, Sephora, Barnes & Noble, Goodnight's Comedy Club, Ballard Designs

Bloomfield Crossing

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

0

 

 

 

 

 

59

 

 

100.0%

 

 

15.17

 

 

Superfresh

Boonton ACME Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1999

 

 

10,585

 

 

 

63

 

 

97.1%

 

 

24.19

 

 

Acme Markets

Cedar Hill Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1971

 

 

7,035

 

 

 

43

 

 

100.0%

 

 

30.72

 

 

Walgreens

Chestnut Ridge Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

50%

 

2023

 

1965

 

 

 

 

 

76

 

 

94.2%

 

 

30.43

 

 

Fresh Market, Drop Fitness

Chimney Rock

 

New York-Newark-Jersey City

 

NJ

 

 

 

2016

 

2016

 

 

 

 

 

218

 

 

91.9%

 

 

39.18

 

 

Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta

District at Metuchen

 

New York-Newark-Jersey City

 

NJ

 

20%

 

2018

 

2017

 

 

16,000

 

 

 

67

 

 

100.0%

 

 

32.89

 

 

Whole Foods

Emerson Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1981

 

 

 

 

 

93

 

 

84.9%

 

 

14.14

 

 

Shoprite, K-9 Resorts Luxury Pet Hotel

Ferry Street Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1995

 

 

8,796

 

 

 

108

 

 

100.0%

 

 

21.49

 

 

Seabra Foods, Flaming Grill

H Mart Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1967

 

 

 

 

 

7

 

 

100.0%

 

 

46.32

 

 

-

Meadtown Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1961

 

 

9,364

 

 

 

77

 

 

100.0%

 

 

25.09

 

 

Marshalls, Petco, Walgreens

Midland Park Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1966

 

 

17,722

 

 

 

129

 

 

81.5%

 

 

25.21

 

 

Kings Food Markets, Crunch Fitness

Plaza Square

 

New York-Newark-Jersey City

 

NJ

 

40%

 

2005

 

1990

 

 

 

 

 

104

 

 

62.0%

 

 

19.91

 

 

Grocer

Pompton Lakes Towne Square

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

2000

 

 

 

 

 

66

 

 

92.8%

 

 

25.82

 

 

Planet Fitness

Rite Aid Plaza-Waldwick Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1953

 

 

 

 

 

20

 

 

100.0%

 

 

30.42

 

 

Rite Aid

South Pass Village

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1965

 

 

20,144

 

 

 

109

 

 

97.0%

 

 

30.18

 

 

Acme Markets

Valley Ridge Shopping Center

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1962

 

 

16,775

 

 

 

103

 

 

93.4%

 

 

28.44

 

 

Whole Foods

Van Houten Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1974

 

 

 

 

 

37

 

 

91.4%

 

 

11.70

 

 

Dollar Tree

Waldwick Plaza

 

New York-Newark-Jersey City

 

NJ

 

 

 

2023

 

1960

 

 

 

 

 

27

 

 

90.3%

 

 

28.06

 

 

-

Washington Commons

 

New York-Newark-Jersey City

 

NJ

 

100%

 

2023

 

1992

 

 

8,766

 

 

 

74

 

 

99.1%

 

 

25.95

 

 

Stop & Shop

Glenwood Green(7)

 

Philadelphia-Camden-Wilmington

 

NJ

 

70%

 

2023

 

2023

 

 

 

 

 

353

 

 

92.4%

 

 

15.25

 

 

ShopRite, Target, Rendina

Haddon Commons

 

Philadelphia-Camden-Wilmington

 

NJ

 

40%

 

2005

 

1985

 

 

 

 

 

54

 

 

100.0%

 

 

15.24

 

 

Acme Markets

101 7th Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1930

 

 

 

 

 

57

 

 

0.0%

 

 

-

 

 

-

111 Kraft Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1902

 

 

 

 

 

9

 

 

100.0%

 

 

47.40

 

 

-

1175 Third Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

 

 

 

25

 

 

35.9%

 

 

185.00

 

 

-

1225-1239 Second Ave

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1987

 

 

 

 

 

18

 

 

100.0%

 

 

137.95

 

 

CVS

260-270 Sawmill Road

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1953

 

 

 

 

 

3

 

 

100.0%

 

 

1.69

 

 

-

27 Purchase Street

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

0

 

 

 

 

 

10

 

 

82.6%

 

 

40.30

 

 

-

410 South Broadway

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1936

 

 

 

 

 

7

 

 

100.0%

 

 

1.21

 

 

-

48 Purchase Street

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

0

 

 

 

 

 

6

 

 

100.0%

 

 

78.05

 

 

-

90 - 30 Metropolitan Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2007

 

 

 

 

 

60

 

 

100.0%

 

 

36.15

 

 

Michaels, Staples, Trader Joe's

Arcadian Shopping Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1978

 

 

13,033

 

 

 

166

 

 

97.9%

 

 

23.90

 

 

Stop & Shop, Westchester Community College, The 19th Hole

Biltmore Shopping Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1967

 

 

 

 

 

17

 

 

100.0%

 

 

38.93

 

 

-

Broadway Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2014

 

 

 

 

 

147

 

 

88.5%

 

 

40.28

 

 

Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness

Carmel ShopRite Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1981

 

 

 

 

 

145

 

 

95.1%

 

 

14.06

 

 

Shoprite, Carmel Cinema, Gold's Gyn, Rite Aid

Chilmark Shopping Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1963

 

 

 

 

 

47

 

 

100.0%

 

 

34.28

 

 

CVS

Clocktower Plaza Shopping Ctr

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

 

 

 

79

 

 

90.4%

 

 

50.88

 

 

Stop & Shop

DeCicco's Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1978

 

 

 

 

 

70

 

 

91.8%

 

 

35.70

 

 

Decicco & Sons

East Meadow

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

 

 

 

141

 

 

93.3%

 

 

16.10

 

 

Marshalls, Stew Leonard's, Net Cost Market

 

36


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

East Meadow Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1971

 

 

 

 

 

195

 

 

60.6%

 

 

25.61

 

 

Lidl, Dollar Deal

Eastchester Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1963

 

 

 

 

 

24

 

 

100.0%

 

 

36.54

 

 

CVS

Eastport

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

 

 

 

48

 

 

97.3%

 

 

13.57

 

 

King Kullen, Rite Aid

Gateway Plaza

 

New York-Newark-Jersey City

 

NY

 

50%

 

2023

 

0

 

 

14,000

 

 

 

198

 

 

100.0%

 

 

9.46

 

 

Walmart, Bob's Discount Furniture

Harrison Shopping Square

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1958

 

 

 

 

 

26

 

 

100.0%

 

 

33.40

 

 

The Harrison Market

Heritage 202 Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1989

 

 

 

 

 

19

 

 

100.0%

 

 

33.99

 

 

-

Hewlett Crossing I & II

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

1954

 

 

 

 

 

52

 

 

100.0%

 

 

39.41

 

 

-

Lake Grove Commons

 

New York-Newark-Jersey City

 

NY

 

40%

 

2012

 

2008

 

 

49,895

 

 

 

141

 

 

100.0%

 

 

37.08

 

 

Whole Foods, LA Fitness

Lakeview Shopping Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1981

 

 

10,944

 

 

 

165

 

 

92.6%

 

 

18.20

 

 

Acme, Planet Fitness, Montclare Children's School, Rite Aid

McLean Plaza

 

New York-Newark-Jersey City

 

NY

 

100%

 

2023

 

1982

 

 

5,000

 

 

 

58

 

 

86.9%

 

 

19.23

 

 

Acme Markets

Midway Shopping Center

 

New York-Newark-Jersey City

 

NY

 

12%

 

2023

 

1958

 

 

22,492

 

 

 

244

 

 

99.2%

 

 

28.95

 

 

Shoprite, JoAnn, Amazing Savings, Daiso, CVS, Planet Fitness, Denny's Kids

New City PCSB Bank Pad

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1973

 

 

 

 

 

3

 

 

100.0%

 

 

53.28

 

 

-

Orangetown Shopping Center

 

New York-Newark-Jersey City

 

NY

 

100%

 

2023

 

1966

 

 

6,005

 

 

 

74

 

 

95.4%

 

 

22.01

 

 

CVS

Pelham Manor Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1960

 

 

 

 

 

25

 

 

87.7%

 

 

35.28

 

 

Manor Market

Purchase Street Shops

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

0

 

 

 

 

 

6

 

 

100.0%

 

 

33.82

 

 

-

Putnam Plaza

 

New York-Newark-Jersey City

 

NY

 

67%

 

2023

 

1971

 

 

17,284

 

 

 

189

 

 

92.9%

 

 

16.16

 

 

Tops, NY Sports Club, Dollar World, Rite Aid

Riverhead Plaza

 

New York-Newark-Jersey City

 

NY

 

50%

 

2023

 

0

 

 

 

 

 

13

 

 

100.0%

 

 

34.20

 

 

-

Rivertowns Square

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

2016

 

 

 

 

 

116

 

 

92.6%

 

 

27.63

 

 

Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas

Somers Commons

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

2003

 

 

 

 

 

135

 

 

89.3%

 

 

17.01

 

 

Level Fitness, Tractor Supply, Goodwill

Staples Plaza-Yorktown Heights

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1970

 

 

 

 

 

125

 

 

100.0%

 

 

12.09

 

 

Level Fitness, Staples, Party City, Extra Space Storage

Tanglewood Shopping Center

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1953

 

 

3,163

 

 

 

27

 

 

100.0%

 

 

40.47

 

 

-

The Gallery at Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2013

 

 

 

 

 

312

 

 

100.0%

 

 

53.17

 

 

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

The Point at Garden City Park

 

New York-Newark-Jersey City

 

NY

 

 

 

2016

 

2018

 

 

 

 

 

105

 

 

100.0%

 

 

30.73

 

 

King Kullen, Ace Hardware

The Shops at SunVet (fka SunVet)(6)(7)

 

New York-Newark-Jersey City

 

NY

 

100%

 

2023

 

2023

 

 

 

 

 

173

 

 

33.7%

 

 

38.55

 

 

Whole Foods

Towne Centre at Somers

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1988

 

 

 

 

 

84

 

 

100.0%

 

 

31.08

 

 

CVS

Valley Stream

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1950

 

 

 

 

 

99

 

 

95.0%

 

 

28.68

 

 

King Kullen

Village Commons

 

New York-Newark-Jersey City

 

NY

 

 

 

2023

 

1980

 

 

 

 

 

28

 

 

88.6%

 

 

38.95

 

 

-

Wading River

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

2002

 

 

 

 

 

99

 

 

89.8%

 

 

24.18

 

 

King Kullen, CVS, Ace Hardware

Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2004

 

 

88,000

 

 

 

390

 

 

100.0%

 

 

27.26

 

 

WalMart, Costco, Marshalls, Total Wine and More, Olive Garden

Marine's Taste of Italy

 

Torrington

 

NY

 

 

 

2023

 

1988

 

 

 

 

 

3

 

 

100.0%

 

 

28.73

 

 

-

Cherry Grove

 

Cincinnati

 

OH

 

 

 

1998

 

2012

 

 

 

 

 

203

 

 

99.0%

 

 

13.05

 

 

Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning

Hyde Park

 

Cincinnati

 

OH

 

 

 

1997

 

1995

 

 

 

 

 

397

 

 

98.8%

 

 

17.40

 

 

Kroger, Kohl's, Walgreens, Jo-Ann Fabrics, Ace Hardware, Staples, Marshalls, Five Below

Red Bank Village

 

Cincinnati

 

OH

 

 

 

2006

 

2018

 

 

 

 

 

176

 

 

100.0%

 

 

7.89

 

 

WalMart

Regency Commons

 

Cincinnati

 

OH

 

 

 

2004

 

2004

 

 

 

 

 

34

 

 

78.8%

 

 

27.76

 

 

-

West Chester Plaza

 

Cincinnati

 

OH

 

 

 

1998

 

1988

 

 

 

 

 

88

 

 

100.0%

 

 

10.56

 

 

Kroger

East Pointe

 

Columbus

 

OH

 

 

 

1998

 

2014

 

 

 

 

 

111

 

 

100.0%

 

 

11.53

 

 

Kroger

Kroger New Albany Center

 

Columbus

 

OH

 

 

 

1999

 

1999

 

 

 

 

 

93

 

 

100.0%

 

 

13.90

 

 

Kroger

Northgate Plaza (Maxtown Road)

 

Columbus

 

OH

 

 

 

1998

 

2017

 

 

 

 

 

117

 

 

100.0%

 

 

12.33

 

 

Kroger, (Home Depot)

Corvallis Market Center

 

Corvallis

 

OR

 

 

 

2006

 

2006

 

 

 

 

 

85

 

 

100.0%

 

 

22.68

 

 

Michaels, TJ Maxx, Trader Joe's

Northgate Marketplace

 

Medford

 

OR

 

 

 

2011

 

2011

 

 

 

 

 

81

 

 

93.2%

 

 

24.56

 

 

Trader Joe's, REI, PETCO

 

37


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Northgate Marketplace Ph II

 

Medford

 

OR

 

 

 

2015

 

2015

 

 

 

 

 

177

 

 

96.4%

 

 

18.05

 

 

Dick's Sporting Goods, Homegoods, Marshalls

Greenway Town Center

 

Portland-Vancouver-Hillsboro

 

OR

 

40%

 

2005

 

2014

 

 

 

 

 

93

 

 

100.0%

 

 

16.79

 

 

Dollar Tree, Rite Aid, Whole Foods

Murrayhill Marketplace

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

2016

 

 

 

 

 

150

 

 

85.9%

 

 

20.98

 

 

Safeway, Planet Fitness

Sherwood Crossroads

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1999

 

 

 

 

 

88

 

 

98.6%

 

 

12.69

 

 

Safeway

Tanasbourne Market

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

2006

 

2006

 

 

 

 

 

71

 

 

100.0%

 

 

33.03

 

 

Whole Foods

Walker Center

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1987

 

 

 

 

 

89

 

 

96.8%

 

 

28.59

 

 

REI

Allen Street Shopping Ctr

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1958

 

 

 

 

 

46

 

 

100.0%

 

 

19.07

 

 

Grocery Outlet Bargain Market

Lower Nazareth Commons

 

Allentown-Bethlehem-Easton

 

PA

 

 

 

2007

 

2012

 

 

 

 

 

96

 

 

100.0%

 

 

27.85

 

 

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

Stefko Boulevard Shopping Center

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1976

 

 

 

 

 

134

 

 

97.9%

 

 

10.69

 

 

Valley Farm Market, Dollar Tree, Muscle Inc. Gym

Hershey

 

Harrisburg-Carlisle

 

PA

 

 

 

2000

 

2000

 

 

 

 

 

6

 

 

100.0%

 

 

30.00

 

 

-

Baederwood Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

80%

 

2023

 

1999

 

 

24,365

 

 

 

117

 

 

100.0%

 

 

28.11

 

 

Whole Foods, Planet Fitness

City Avenue Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1960

 

 

 

 

 

162

 

 

89.4%

 

 

21.77

 

 

Ross Dress for Less, TJ Maxx, Dollar Tree

Gateway Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

 

 

2004

 

2016

 

 

 

 

 

224

 

 

99.0%

 

 

35.87

 

 

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

Mercer Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1988

 

 

 

 

 

91

 

 

100.0%

 

 

23.28

 

 

Weis Markets

Newtown Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

2020

 

 

20,000

 

 

 

142

 

 

97.2%

 

 

19.49

 

 

Acme Markets, Michael's

Warwick Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1999

 

 

 

 

 

93

 

 

96.7%

 

 

17.49

 

 

Grocery Outlet Bargain Market, Planet Fitness

Indigo Square

 

Charleston-North Charleston

 

SC

 

 

 

2017

 

2017

 

 

 

 

 

51

 

 

100.0%

 

 

30.99

 

 

Greenwise (Vac 8/29/20)

Merchants Village

 

Charleston-North Charleston

 

SC

 

40%

 

1997

 

1997

 

 

9,000

 

 

 

80

 

 

100.0%

 

 

18.63

 

 

Publix

Harpeth Village Fieldstone

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1998

 

 

 

 

 

70

 

 

100.0%

 

 

17.31

 

 

Publix

Northlake Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

2000

 

2013

 

 

 

 

 

135

 

 

98.9%

 

 

15.83

 

 

Kroger

Peartree Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1997

 

 

 

 

 

110

 

 

100.0%

 

 

20.43

 

 

Kroger, PETCO

Hancock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1998

 

 

 

 

 

263

 

 

98.1%

 

 

20.04

 

 

24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors

Market at Round Rock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1987

 

 

 

 

 

123

 

 

86.5%

 

 

21.19

 

 

Sprout's Markets, Office Depot

North Hills

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1995

 

 

 

 

 

164

 

 

98.8%

 

 

22.11

 

 

H.E.B.

Shops at Mira Vista

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2014

 

2002

 

 

165

 

 

 

68

 

 

100.0%

 

 

26.25

 

 

Trader Joe's, Champions Westlake Gymnastics & Cheer

Tech Ridge Center

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2011

 

2020

 

 

 

 

 

216

 

 

99.4%

 

 

24.23

 

 

H.E.B., Pinstack, Baylor Scott & White

Bethany Park Place

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

10,200

 

 

 

99

 

 

100.0%

 

 

12.23

 

 

Kroger

CityLine Market

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2014

 

2014

 

 

 

 

 

81

 

 

100.0%

 

 

30.41

 

 

Whole Foods

CityLine Market Phase II

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2015

 

2015

 

 

 

 

 

22

 

 

100.0%

 

 

28.58

 

 

CVS

Hillcrest Village

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1991

 

 

 

 

 

15

 

 

100.0%

 

 

51.23

 

 

-

Keller Town Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

2014

 

 

 

 

 

120

 

 

97.4%

 

 

17.43

 

 

Tom Thumb

Lebanon/Legacy Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2000

 

2002

 

 

 

 

 

56

 

 

100.0%

 

 

30.26

 

 

(WalMart)

Market at Preston Forest

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1990

 

 

 

 

 

96

 

 

97.4%

 

 

22.34

 

 

Tom Thumb

Mockingbird Commons

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1987

 

 

 

 

 

120

 

 

95.9%

 

 

21.36

 

 

Tom Thumb, Ogle School of Hair Design

Preston Oaks

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2013

 

2022

 

 

 

 

 

103

 

 

100.0%

 

 

40.79

 

 

Central Market, Talbots

Prestonbrook

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

 

 

 

92

 

 

98.9%

 

 

15.57

 

 

Kroger

Shiloh Springs

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

 

 

 

110

 

 

93.6%

 

 

15.32

 

 

Kroger

Alden Bridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1998

 

 

26,000

 

 

 

139

 

 

98.4%

 

 

21.64

 

 

Kroger, Walgreens

Baybrook East(7)

 

Houston-Woodlands-Sugar Land

 

TX

 

50%

 

2020

 

2021

 

 

10,222

 

 

 

156

 

 

93.9%

 

 

13.16

 

 

H.E.B

Cochran's Crossing

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

 

 

 

138

 

 

100.0%

 

 

20.77

 

 

Kroger

Indian Springs Center

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2003

 

 

 

 

 

137

 

 

98.9%

 

 

25.71

 

 

H.E.B.

Market at Springwoods Village

 

Houston-Woodlands-Sugar Land

 

TX

 

53%

 

2016

 

2018

 

 

3,750

 

 

 

167

 

 

98.9%

 

 

18.14

 

 

Kroger

Panther Creek

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

 

 

 

166

 

 

100.0%

 

 

25.24

 

 

CVS, The Woodlands Childrens Museum, Fitness Project

 

38


 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Sienna(7)

 

Houston-Woodlands-Sugar Land

 

TX

 

75%

 

2023

 

2023

 

 

 

 

 

30

 

 

19.2%

 

 

37.38

 

 

-

Southpark at Cinco Ranch

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2012

 

2017

 

 

 

 

 

265

 

 

100.0%

 

 

14.72

 

 

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

Sterling Ridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2000

 

 

 

 

 

129

 

 

98.9%

 

 

22.48

 

 

Kroger, CVS

Sweetwater Plaza

 

Houston-Woodlands-Sugar Land

 

TX

 

20%

 

2001

 

2000

 

 

20,000

 

 

 

134

 

 

98.1%

 

 

19.07

 

 

Kroger, Walgreens

The Village at Riverstone

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2016

 

2016

 

 

 

 

 

165

 

 

95.1%

 

 

17.19

 

 

Kroger

Weslayan Plaza East

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

 

 

 

169

 

 

100.0%

 

 

21.90

 

 

Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle

Weslayan Plaza West

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

 

 

 

186

 

 

98.1%

 

 

21.79

 

 

Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble

Westwood Village

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2006

 

2006

 

 

 

 

 

206

 

 

96.8%

 

 

21.77

 

 

Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, (Target)

Woodway Collection

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

2012

 

 

25,900

 

 

 

97

 

 

94.2%

 

 

32.19

 

 

Whole Foods

Carytown Exchange

 

Richmond

 

VA

 

68%

 

2018

 

2022

 

 

 

 

 

116

 

 

95.6%

 

 

28.13

 

 

Publix, CVS

Hanover Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1971

 

 

 

 

 

90

 

 

87.8%

 

 

9.68

 

 

Aldi, Tractor Supply Company, Harbor Freight Tools

Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1948

 

 

24,250

 

 

 

116

 

 

84.1%

 

 

25.64

 

 

Publix, CVS

Ashburn Farm Village Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

 

 

 

92

 

 

100.0%

 

 

17.76

 

 

Patel Brothers, The Shop Gym

Belmont Chase

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2014

 

2014

 

 

 

 

 

91

 

 

98.3%

 

 

34.38

 

 

Cooper's Hawk Winery, Whole Foods

Centre Ridge Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

11,640

 

 

 

107

 

 

100.0%

 

 

21.37

 

 

United States Coast Guard Ex, Planet Fitness

Festival at Manchester Lakes

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2021

 

 

 

 

 

169

 

 

100.0%

 

 

31.35

 

 

Amazon Fresh, Homesense, Hyper Kidz

Fox Mill Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2013

 

 

22,500

 

 

 

103

 

 

97.6%

 

 

27.22

 

 

Giant

Greenbriar Town Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1972

 

 

76,200

 

 

 

340

 

 

99.3%

 

 

29.41

 

 

Big Blue Swim School, Bob's Discount Furniture, CVS, Giant, Marshalls, Planet Fitness, Ross Dress for Less, Total Wine and More

Kamp Washington Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1960

 

 

 

 

 

71

 

 

93.8%

 

 

33.91

 

 

PGA Tour Superstore

Kings Park Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2015

 

 

21,800

 

 

 

96

 

 

100.0%

 

 

34.12

 

 

Giant, CVS

Lorton Station Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2006

 

2005

 

 

7,300

 

 

 

136

 

 

84.1%

 

 

26.68

 

 

Amazon Fresh, Planet Fitness

Point 50

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2007

 

2021

 

 

 

 

 

48

 

 

100.0%

 

 

32.94

 

 

Amazon Fresh

Saratoga Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1977

 

 

22,800

 

 

 

113

 

 

93.4%

 

 

21.77

 

 

Giant

Shops at County Center

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2005

 

2005

 

 

 

 

 

97

 

 

98.3%

 

 

19.26

 

 

Harris Teeter, Planet Fitness

The Crossing Clarendon

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2016

 

2023

 

 

 

 

 

420

 

 

96.9%

 

 

38.07

 

 

Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, LifeTime, Corobus Sports

The Field at Commonwealth

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2017

 

2018

 

 

 

 

 

167

 

 

100.0%

 

 

23.62

 

 

Wegmans

Village Center at Dulles

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2002

 

1991

 

 

52,000

 

 

 

307

 

 

83.3%

 

 

30.56

 

 

Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max

Willston Centre I

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1952

 

 

 

 

 

105

 

 

82.2%

 

 

31.65

 

 

Fashion K City

Willston Centre II

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2010

 

 

23,823

 

 

 

136

 

 

94.4%

 

 

27.81

 

 

Safeway, (Target), (PetSmart)

6401 Roosevelt

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

1929

 

 

 

 

 

8

 

 

100.0%

 

 

27.10

 

 

-

Aurora Marketplace

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

1991

 

 

13,400

 

 

 

107

 

 

100.0%

 

 

18.92

 

 

Safeway, TJ Maxx

Ballard Blocks I

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2007

 

 

 

 

 

132

 

 

98.4%

 

 

28.01

 

 

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

Ballard Blocks II

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2018

 

 

 

 

 

117

 

 

98.4%

 

 

35.12

 

 

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

 

39


 

 

 

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
PSF
(4)

 

 

Major Tenant(s) (5)

Broadway Market

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

2014

 

1988

 

 

21,500

 

 

 

140

 

 

95.7%

 

 

28.83

 

 

Gold's Gym, Mosaic Salon Group, Quality Food Centers

Cascade Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

1999

 

1999

 

 

 

 

 

207

 

 

97.9%

 

 

13.26

 

 

Big 5 Sporting Goods, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's

Eastgate Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2021

 

 

22,000

 

 

 

85

 

 

96.5%

 

 

32.61

 

 

Safeway, Rite Aid

Grand Ridge Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2012

 

2018

 

 

 

 

 

331

 

 

99.2%

 

 

26.62

 

 

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

Inglewood Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1985

 

 

 

 

 

17

 

 

95.9%

 

 

47.01

 

 

-

Island Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2023

 

2013

 

 

 

 

 

106

 

 

100.0%

 

 

16.38

 

 

Safeway, Rite Aid

Klahanie Shopping Center

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2016

 

1998

 

 

 

 

 

67

 

 

96.7%

 

 

38.28

 

 

(QFC)

Melrose Market

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

2009

 

 

 

 

 

21

 

 

84.2%

 

 

35.14

 

 

-

Overlake Fashion Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2020

 

 

 

 

 

87

 

 

100.0%

 

 

30.25

 

 

Marshalls, Bevmo!, Amazon Go Grocery

Pine Lake Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1989

 

 

 

 

 

103

 

 

98.6%

 

 

26.79

 

 

Quality Food Centers, Rite Aid

Roosevelt Square

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2017

 

2017

 

 

 

 

 

150

 

 

81.3%

 

 

27.33

 

 

Whole Foods, Guitar Center, LA Fitness

Sammamish-Highlands

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

2013

 

 

 

 

 

101

 

 

100.0%

 

 

38.84

 

 

Trader Joe's, Bartell Drugs, (Safeway)

Southcenter

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1990

 

 

 

 

 

59

 

 

100.0%

 

 

35.51

 

 

(Target)

Regency Centers Total

 

 

 

 

 

 

 

 

 

 

 

$

2,268,157

 

 

 

56,825

 

 

95.1%

 

$

24.44

 

 

 

(1)
CBSA refers to Core-Based Statistical Area (e.g. metropolitan area).
(2)
Represents our percentage ownership interest in the property, if not wholly-owned.
(3)
Percentages also include properties where we have not yet incurred at least 90% of the expected costs to complete development and the property is not yet 95% occupied or the anchor has not yet been open for at least two years ("development properties" or "properties in development"). However, if development properties were excluded, the total percent leased would be 94.9% 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 shopping 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.

40


 

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.

See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."

As of February 05, 2024, there were 112,794 holders of our common stock.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common shareholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.

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

During the quarter ended December 31, 2023, the Operating Partnership issued 181,885 exchangeable operating partnership units to partially fund the acquisition of an operating property. Such units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such issuances.

The following table represents information with respect to purchases by Regency of its common stock by months during the three month period ended December 31, 2023:

 

Period

 

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, 2023, through October 31, 2023

 

 

 

 

 

 

 

$

 

 

$

230,000,011

 

November 1, 2023, through November 30, 2023

 

 

 

 

 

 

 

$

 

 

$

230,000,011

 

December 1, 2023, through December 31, 2023

 

 

 

 

 

 

 

$

 

 

$

230,000,011

 

 

(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
(2)
Our Board has authorized a two-year common stock repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. Our stock repurchase program will expire February 7, 2025, unless modified, extended or earlier terminated by the Board.

41


 

The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2018. The following performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

https://cdn.kscope.io/bec80af8a5eb4ecca782c8f99e2a2161-img38278871_1.jpg 

 

 

 

12/31/18

 

 

12/31/19

 

 

12/31/20

 

 

12/31/21

 

 

12/31/22

 

 

12/31/23

 

Regency Centers Corporation

 

$

100.00

 

 

 

111.42

 

 

 

84.78

 

 

 

145.30

 

 

 

125.60

 

 

 

140.38

 

S&P 500

 

 

100.00

 

 

 

131.49

 

 

 

155.68

 

 

 

200.37

 

 

 

164.08

 

 

 

207.21

 

FTSE NAREIT Equity REITs

 

 

100.00

 

 

 

126.00

 

 

 

115.92

 

 

 

166.04

 

 

 

125.58

 

 

 

142.83

 

FTSE NAREIT Equity Shopping Centers

 

 

100.00

 

 

 

125.03

 

 

 

90.47

 

 

 

149.32

 

 

 

130.60

 

 

 

146.32

 

 

Item 6. [Reserved]

42


 

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

Executing on our Strategy

During the year ended December 31, 2023, we had Net income attributable to common shareholders of $359.5 million as compared to $482.9 million during the year ended December 31, 2022, which included gains on sale of real estate of $109.0 million.

During the year ended December 31, 2023:

We completed the acquisition of UBP in an all-stock transaction. As part of the transaction, we acquired over 70 properties, growing our portfolio of high-quality, neighborhood and community shopping centers in premier suburban trade areas that benefit from compelling demographics.
Our Pro-rata same property NOI, excluding termination fees, grew 1.7%, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.
We executed 1,839 new and renewal leasing transactions representing 6.9 million Pro-rata SF with positive rent spreads of 10.0% during 2023, compared to 1,981 leasing transactions representing 7.3 million Pro-rata SF with positive rent spreads of 7.4% in 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At December 31, 2023, our total property portfolio was 95.1% leased while our same property portfolio was 95.7% leased, compared to 94.8% and 95.1%, respectively, at December 31, 2022.

We continued our development and redevelopment of high quality shopping centers:

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $468.1 million compared to $300.9 million at December 31, 2022.
Development and redevelopment projects completed during 2023 represented $87.4 million of estimated net project costs, with an average stabilized yield of 8.7%.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

At December 31, 2023, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 5.4x compared to 5.0x at December 31, 2022.
On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured debt due in 2034, with a coupon of 5.250% . The Company intends to use the net proceeds of the offering to reduce the outstanding balance on its line of credit and for general corporate purposes, including, but not limited to, the future repayment of outstanding debt. Prior to using any of the net proceeds, we may invest the net proceeds in certificates of deposit, interest-bearing short-term investment grade securities or money-market accounts.
We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the January 2024 offering noted above.
We have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnership, which we intend to refinance or pay-off as they mature.
At December 31, 2023, we had $1.1 billion available on the Line. In January 2024, we amended the Line agreement, to, among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March 23, 2028 with the option to extend the maturity for two additional six-month periods.

 

43


 

UBP Acquisition

On August 18, 2023, we completed the acquisition of UBP, which was structured as multiple mergers. Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

The following table provides the components that make up the total purchase price for the UBP acquisition:

(in thousands, except stock price)

 

Purchase Price

 

Shares of common stock issued for acquisition

 

 

13,568

 

Closing stock price on August 17, 2023

 

$

61.03

 

Value of common stock issued for acquisition

 

$

828,025

 

Other adjustments

 

 

(9,495

)

Total value of common stock issued

 

$

818,530

 

Debt repaid

 

 

39,266

 

Preferred stock converted

 

 

225,000

 

Transaction costs

 

 

57,197

 

Other cash payments

 

 

68

 

Total purchase price

 

$

1,140,061

 

As part of the acquisition, Regency acquired 74 properties (all categorized as Non-Same Property for 2023 and 2024 reporting purposes) representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. The consolidated results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through December 31, 2023.

Leasing Activity and Significant Tenants

We believe our high-quality, neighborhood and community shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses.

Pro-rata Percent Leased

The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:

 

 

December 31, 2023

 

 

December 31, 2022

 

Percent Leased – All properties

 

 

95.1

%

 

 

94.8

%

Anchor Space (spaces  10,000 SF)

 

 

96.7

%

 

 

96.8

%

Shop Space (spaces < 10,000 SF)

 

 

92.4

%

 

 

91.5

%

Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2023.

Pro-rata Leasing Activity

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted-average PSF):

 

 

 

Year Ended December 31, 2023

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

41

 

 

 

859

 

 

$

20.37

 

 

$

45.96

 

 

$

5.38

 

Renewal

 

 

110

 

 

 

2,916

 

 

 

18.06

 

 

 

0.39

 

 

 

0.10

 

Total Anchor Space Leases

 

 

151

 

 

 

3,775

 

 

$

18.58

 

 

$

10.77

 

 

$

1.30

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

583

 

 

 

1,179

 

 

$

38.25

 

 

$

41.71

 

 

$

13.28

 

Renewal

 

 

1,105

 

 

 

1,952

 

 

 

37.55

 

 

 

1.73

 

 

 

0.73

 

Total Shop Space Leases

 

 

1,688

 

 

 

3,131

 

 

$

37.82

 

 

$

16.79

 

 

$

5.45

 

Total Leases

 

 

1,839

 

 

 

6,906

 

 

$

27.30

 

 

$

13.50

 

 

$

3.19

 

 

44


 

 

 

 

Year Ended December 31, 2022

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

24

 

 

 

632

 

 

$

15.09

 

 

$

24.36

 

 

$

5.32

 

Renewal

 

 

108

 

 

 

3,252

 

 

 

16.36

 

 

 

1.07

 

 

 

0.23

 

Total Anchor Space Leases

 

 

132

 

 

 

3,884

 

 

$

16.16

 

 

$

4.86

 

 

$

1.06

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

562

 

 

 

1,058

 

 

$

37.55

 

 

$

36.17

 

 

$

11.48

 

Renewal

 

 

1,287

 

 

 

2,395

 

 

 

35.94

 

 

 

1.66

 

 

 

0.77

 

Total Shop Space Leases

 

 

1,849

 

 

 

3,453

 

 

$

36.44

 

 

$

12.23

 

 

$

4.05

 

Total Leases

 

 

1,981

 

 

 

7,337

 

 

$

25.70

 

 

$

8.33

 

 

$

2.47

 

The weighted-average base rent PSF on signed Shop Space leases during 2023 was $37.82 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $34.73 PSF. New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 10.0% for the 12 months ended December 31, 2023, as compared to 7.4% for the 12 months ended December 31, 2022.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2. Properties" of this Report. We seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:

 

 

 

December 31, 2023

 

Anchor

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA
(1)

 

 

Percentage of
Annual
Base Rent
(1)

 

Publix

 

 

68

 

 

 

6.4

%

 

 

3.0

%

Albertsons Companies, Inc.

 

 

53

 

 

 

4.8

%

 

 

3.0

%

Kroger Co.

 

 

52

 

 

 

6.4

%

 

 

2.7

%

Amazon/Whole Foods

 

 

38

 

 

 

2.7

%

 

 

2.6

%

TJX Companies, Inc.

 

 

70

 

 

 

3.6

%

 

 

2.6

%

(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 consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.

Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.5% of our Pro-rata annual base rent which is primarily related to Rite Aid who filed in October 2023.

 

45


 

 

Results from Operations

Results from operations for the year ended December 31, 2023, include the results of our acquisition of UBP from August 18, 2023.

Comparison of the years ended December 31, 2023 and 2022:

Revenues changed as summarized in the following table:

 

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

897,451

 

 

 

821,755

 

 

 

75,696

 

Recoveries from tenants

 

 

311,775

 

 

 

280,658

 

 

 

31,117

 

Percentage rent

 

 

12,963

 

 

 

9,635

 

 

 

3,328

 

Uncollectible lease income

 

 

(549

)

 

 

13,841

 

 

 

(14,390

)

Other lease income

 

 

20,685

 

 

 

14,748

 

 

 

5,937

 

Straight-line rent

 

 

10,788

 

 

 

24,272

 

 

 

(13,484

)

Above/below market rent and tenant rent inducement amortization, net

 

 

30,826

 

 

 

22,543

 

 

 

8,283

 

Total lease income

 

$

1,283,939

 

 

 

1,187,452

 

 

 

96,487

 

Other property income

 

 

11,573

 

 

 

10,719

 

 

 

854

 

Management, transaction, and other fees

 

 

26,954

 

 

 

25,851

 

 

 

1,103

 

Total revenues

 

$

1,322,466

 

 

 

1,224,022

 

 

 

98,444

 

Total lease income increased $96.5 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

$75.7 million increase from billable Base rent:
o
$36.5 million increase from acquisition of UBP;
o
$2.8 million increase from rent commencing at development properties;
o
$4.5 million increase from acquisitions of other operating properties in 2023 and 2022; and
o
$32.1 million net increase from same properties, including:
$19.1 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases;
$2.1 million increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated real estate partnership during 2022; and
$10.8 million increase due to redevelopment projects completing and operating.
$31.1 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, mainly from the following:
o
$12.7 million increase from acquisition of UBP;
o
$1.3 million increase from rents commencing at development properties and the acquisition of other operating properties in 2022 and 2023; and
o
$16.9 million net increase from same properties primarily due to higher operating costs in the current year.
$3.3 million increase in Percentage rent due to increases in tenant sales.
$14.4 million decrease primarily driven by the 2022 collections of previously reserve amounts, which have continued to occur in 2023, but to a lesser degree.
$5.9 million increase in Other lease income primarily due to an $3.8 million increase in lease termination fees and $2.1 million related to the acquisition of UBP.
$13.5 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.
$8.3 million increase in Above and below market rent primarily driven by accelerated write offs for early tenant move-outs.

Management, transaction, and other fees increased $1.1 million primarily due to increased debt placement, property management and development fees from our real estate partnerships.

46


 

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

 

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Depreciation and amortization

 

$

352,282

 

 

 

319,697

 

 

 

32,585

 

Property operating expense

 

 

229,209

 

 

 

196,148

 

 

 

33,061

 

Real estate taxes

 

 

165,560

 

 

 

149,795

 

 

 

15,765

 

General and administrative

 

 

97,806

 

 

 

79,903

 

 

 

17,903

 

Other operating expenses

 

 

9,459

 

 

 

6,166

 

 

 

3,293

 

Total operating expenses

 

$

854,316

 

 

 

751,709

 

 

 

102,607

 

Depreciation and amortization costs increased $32.6 million, as follows:

$24.0 million increase from acquisition of UBP;
$5.1 million increase from same properties, primarily driven by redevelopment projects;
$3.0 million increase from acquisitions of operating properties; and
$0.5 million increase from development properties becoming available for occupancy.

Property operating expense increased $33.1 million, on a net basis, as follows:

$8.1 million increase from acquisition of UBP;
$1.3 million increase from development properties;
$3.2 million increase from higher claims expense in our captive insurance company;
$2.2 million related to acquisitions of other operating properties; and
$18.3 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.

Real estate taxes increased $15.8 million, on a net basis, mainly due to the following:

$8.9 million increase from acquisition of UBP;
$2.1 million increase from acquisitions of other operating properties and developments where capitalization ceased and spaces became available for occupancy; and
$4.8 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.

General and administrative costs increased $17.9 million, on a net basis, mainly due to the following:

$10.9 million net increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income;
$1.1 million net increase driven by higher professional fees, business promotion and travel related costs;
$8.3 million net increase in compensation costs primarily driven by salary increases, fewer vacant positions and performance-based incentive compensation; partially offset by
$2.5 million decrease due to higher development overhead capitalization based on the timing and progress of our development and redevelopment projects.

Other operating expenses increased $3.3 million, primarily due to transition costs related to the acquisition of UBP.

The following table presents the components of Other expense:

 

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

154,647

 

 

 

148,803

 

 

 

5,844

 

Interest on unsecured credit facilities

 

 

6,824

 

 

 

2,058

 

 

 

4,766

 

Capitalized interest

 

 

(5,695

)

 

 

(4,166

)

 

 

(1,529

)

Hedge expense

 

 

438

 

 

 

438

 

 

 

 

Interest income

 

 

(1,965

)

 

 

(947

)

 

 

(1,018

)

Interest expense, net

 

 

154,249

 

 

 

146,186

 

 

 

8,063

 

Gain on sale of real estate, net of tax

 

 

(661

)

 

 

(109,005

)

 

 

108,344

 

Early extinguishment of debt

 

 

(99

)

 

 

 

 

 

(99

)

Net investment (income) loss

 

 

(5,665

)

 

 

6,921

 

 

 

(12,586

)

Total other expense (income)

 

$

147,824

 

 

 

44,102

 

 

 

103,722

 

 

47


 

Interest expense, net increased $8.1 million primarily due to the following:

$5.8 million net increase related to loans assumed with the UBP acquisition;
$4.8 million increase driven by higher average balances on our unsecured credit facility; partially offset by
$2.5 million decrease from higher capitalization of interest due to timing of development spend and higher interest income earned on cash balances.

During 2023, we recognized gains on sale of $0.7 million from three land parcels. During 2022, we recognized gains on sale of $109.0 million from two operating property and five land parcels.

Net investment income increased $12.6 million primarily driven by $11.0 million gains on investments held in the non-qualified deferred compensation plan which have an offsetting expense in General and administrative costs noted above and $1.6 million gains on investments held in our captive insurance company.

Total equity in income of investments in real estate partnerships changed as follows:

 

(in thousands)

 

Regency's
Ownership

 

2023

 

 

2022

 

 

Change

 

GRI - Regency, LLC ("GRIR")

 

40.00%

 

$

35,901

 

 

 

35,819

 

 

 

82

 

Equity One JV Portfolio LLC ("NYC") (1)

 

30.00%

 

 

84

 

 

 

9,173

 

 

 

(9,089

)

Columbia Regency Retail Partners, LLC ("Columbia I")

 

20.00%

 

 

1,630

 

 

 

1,817

 

 

 

(187

)

Columbia Regency Partners II, LLC ("Columbia II")

 

20.00%

 

 

1,743

 

 

 

1,735

 

 

 

8

 

Columbia Village District, LLC

 

30.00%

 

 

2,199

 

 

 

1,669

 

 

 

530

 

RegCal, LLC ("RegCal") (2)

 

25.00%

 

 

2,912

 

 

 

4,499

 

 

 

(1,587

)

Other investments in real estate partnerships

 

11.80% - 66.67%

 

 

6,072

 

 

 

5,112

 

 

 

960

 

Total equity in income of investments in real estate partnerships

 

$

50,541

 

 

 

59,824

 

 

 

(9,283

)

(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in 2024.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore, results following the date of acquisition are included in consolidated results. The remaining operating property within RegCal, LLC, was sold in the fourth quarter of 2023.

The $9.3 million decrease, on a net basis, in our equity in income of investments in real estate partnerships is largely attributable to the following changes:

$9.1 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022;
$1.6 million decrease within RegCal, primarily due to gain on sale of one operating property during 2022 in comparison to the one sold in 2023; partially offset by
$1.0 million increase within Other investments in real estate partnerships, related to increases in lease income at a single property partnership under redevelopment and income generated by new partnerships assumed through the UBP acquisition.

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

 

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Net income

 

$

370,867

 

 

 

488,035

 

 

 

(117,168

)

Income attributable to noncontrolling interests

 

 

(6,310

)

 

 

(5,170

)

 

 

(1,140

)

Net income attributable to the Company

 

 

364,557

 

 

 

482,865

 

 

 

(118,308

)

Preferred stock dividends

 

 

(5,057

)

 

 

 

 

 

(5,057

)

Net income attributable to common shareholders

 

$

359,500

 

 

 

482,865

 

 

 

(123,365

)

Net income attributable to exchangeable operating partnership units

 

 

2,008

 

 

 

2,105

 

 

 

(97

)

Net income attributable to common unit holders

 

$

361,508

 

 

 

484,970

 

 

 

(123,462

)

 

Comparison of the years ended December 31, 2022 and 2021:

For a comparison of our results from operations for the years ended December 31, 2022 and 2021, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023.

 

48


 

 

Supplemental Earnings Information

We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Defined Terms" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP measures we present in this Report.

We do not consider non-GAAP measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:

 

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Real estate revenues:

 

 

 

 

 

 

 

 

 

Base rent

 

$

940,556

 

 

 

908,351

 

 

 

32,205

 

Recoveries from tenants

 

 

328,314

 

 

 

308,930

 

 

 

19,384

 

Percentage rent

 

 

14,531

 

 

 

11,040

 

 

 

3,491

 

Termination fees

 

 

7,833

 

 

 

5,007

 

 

 

2,826

 

Uncollectible lease income

 

 

(361

)

 

 

14,496

 

 

 

(14,857

)

Other lease income

 

 

12,450

 

 

 

11,945

 

 

 

505

 

Other property income

 

 

9,229

 

 

 

8,580

 

 

 

649

 

Total real estate revenue

 

 

1,312,552

 

 

 

1,268,349

 

 

 

44,203

 

Real estate operating expenses:

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

 

222,139

 

 

 

202,017

 

 

 

20,122

 

Real estate taxes

 

 

168,825

 

 

 

162,926

 

 

 

5,899

 

Ground rent

 

 

11,992

 

 

 

11,761

 

 

 

231

 

Total real estate operating expenses

 

 

402,956

 

 

 

376,704

 

 

 

26,252

 

Pro-rata same property NOI

 

$

909,596

 

 

 

891,645

 

 

 

17,951

 

Less: Termination fees / expense

 

 

7,833

 

 

 

5,007

 

 

 

2,826

 

Pro-rata same property NOI, excluding termination fees / expense

 

$

901,763

 

 

 

886,638

 

 

 

15,125

 

Pro-rata same property NOI growth, excluding termination fees / expense

 

 

 

 

 

 

 

 

1.7

%

Real estate revenue increased $44.2 million, on a net basis, as follows:

Base rent increased $32.2 million due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
Recoveries from tenants increased $19.4 million due to increases in recoverable expenses.
Percentage rent increased $3.5 million, due to increases in tenant sales.
Termination fees increased $2.8 million driven by two anchor terminations recognized in 2023.
Uncollectible lease income decreased $14.9 million primarily driven by the 2022 collection of previously reserved amounts, which have continued to occur in 2023, but to a lesser degree.

 

49


 

Total real estate operating expense increased $26.3 million, on a net basis, as follows:

Operating and maintenance increased $20.1 million primary due to increases in common area maintenance and other tenant-recoverable costs.
Real estate taxes increased $5.9 million primary due to an increase in real estate tax assessments across the portfolio.

Same Property Roll-forward:

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

 

 

2023

 

 

2022

 

(GLA in thousands)

 

Property
Count

 

 

GLA

 

 

Property
Count

 

 

GLA

 

Beginning same property count

 

 

389

 

 

 

41,383

 

 

 

393

 

 

 

41,294

 

Acquired properties owned for entirety of comparable periods

 

 

5

 

 

 

771

 

 

 

 

 

 

327

 

Developments that reached completion by beginning of earliest comparable period presented

 

 

 

 

 

 

 

 

1

 

 

 

72

 

Disposed properties

 

 

(1

)

 

 

(27

)

 

 

(5

)

 

 

(195

)

SF adjustments (1)

 

 

 

 

 

8

 

 

 

 

 

 

(115

)

Change in intended property use

 

 

1

 

 

 

 

 

 

 

 

 

 

Ending same property count

 

 

394

 

 

 

42,135

 

 

 

389

 

 

 

41,383

 

(1)
SF adjustments arising from re-measurements or redevelopments.

Nareit FFO and Core Operating Earnings:

Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:

 

(in thousands, except share information)

 

2023

 

 

2022

 

Reconciliation of Net income to Nareit FFO

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

359,500

 

 

 

482,865

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

378,400

 

 

 

344,629

 

Gain on sale of real estate

 

 

(3,822

)

 

 

(121,835

)

Exchangeable operating partnership units

 

 

2,008

 

 

 

2,105

 

Nareit FFO attributable to common stock and unit holders

 

$

736,086

 

 

 

707,764

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

Nareit Funds From Operations

 

$

736,086

 

 

 

707,764

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

Not Comparable Items

 

 

 

 

 

 

Merger transition costs

 

 

4,620

 

 

 

 

Early extinguishment of debt

 

 

(99

)

 

 

176

 

Certain Non Cash Items

 

 

 

 

 

 

Straight-line rent

 

 

(11,060

)

 

 

(11,327

)

Uncollectible straight-line rent

 

 

(1,174

)

 

 

(14,155

)

Above/below market rent amortization, net

 

 

(29,869

)

 

 

(21,434

)

Debt premium/discount amortization

 

 

2,352

 

 

 

(184

)

Core Operating Earnings

 

$

700,856

 

 

 

660,840

 

(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

50


 

Reconciliation of Same Property NOI to Nearest GAAP Measure:

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

 

(in thousands)

 

2023

 

 

2022

 

Net income attributable to common shareholders

 

$

359,500

 

 

 

482,865

 

Less:

 

 

 

 

 

 

Management, transaction, and other fees

 

 

26,954

 

 

 

25,851

 

Other (1)

 

 

46,084

 

 

 

51,090

 

Plus:

 

 

 

 

 

 

Depreciation and amortization

 

 

352,282

 

 

 

319,697

 

General and administrative

 

 

97,806

 

 

 

79,903

 

Other operating expense

 

 

9,459

 

 

 

6,166

 

Other expense

 

 

147,824

 

 

 

44,102

 

Equity in income of investments in real estate excluded from NOI (2)

 

 

46,088

 

 

 

35,824

 

Net income attributable to noncontrolling interests

 

 

6,310

 

 

 

5,170

 

Preferred stock dividends

 

 

5,057

 

 

 

 

Pro-rata NOI

 

 

951,288

 

 

 

896,786

 

Less non-same property NOI (3)

 

 

(41,692

)

 

 

(5,141

)

Pro-rata same property NOI

 

$

909,596

 

 

 

891,645

 

(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)
Includes revenues and expenses attributable to non-same property, sold property, development properties, and corporate activities. Also includes adjustments for earnings at the four properties we acquired from our former unconsolidated RegCal partnership in 2022 in order to calculate growth on a comparable basis for the periods presented.

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.

Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

 

We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.

 

On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due 2034 (the “2024 Notes”) under our existing shelf registration filed with the SEC. The Notes mature on January 15, 2034, and were issued at 99.617% of par value with a coupon of 5.25%. We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the 2024 Notes. In addition, we have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnerships, which we intend to refinance or pay-off as they mature. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.

51


 

In addition to our $85.0 million of unrestricted cash, we have the following additional sources of capital available:

 

(in thousands)

 

December 31, 2023

 

ATM program (see note 12 to our Consolidated Financial Statements)

 

 

 

Original offering amount

 

$

500,000

 

Available capacity

 

$

500,000

 

Line of Credit (see note 9 to our Consolidated Financial Statements)

 

 

 

Total commitment amount(2)

 

$

1,250,000

 

Available capacity (1)

 

$

1,090,285

 

Maturity (2)

 

March 23, 2025

 

(1)
Net of letters of credit issued against our Line.
(2)
In January 2024, the Company amended its Line, to, among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March, 2028 with the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by our Board of Directors. On February 7, 2024, our Board of Directors:

Declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13, 2024;
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2024; and
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 2024.

While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2023 and 2022, we generated cash flow from operations of $719.6 million and $655.8 million, respectively, and paid $458.8 million in dividends to our common and preferred stock and unit holders, and $430.1 million in dividends to our common stock and unit holders, respectively.

 

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in January 2024, we estimate that we will require capital during the next 12 months of approximately $677.8 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts.

 

If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2023, 87.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.7x and 4.6x for the periods ended December 31, 2023 and 2022, respectively, and our Pro-rata net debt and Preferred Stock-to-operating EBITDAre adjusted ratio on a trailing 12 month basis was 5.4x and 5.0x, respectively, for the same periods. In light of the merger with UBP on August 18, 2023, the adjusted debt metric calculations include legacy Regency results for the trailing 12 months and the annualized contribution from UBP post merger.

Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the Consolidated Financial Statements. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent with our existing debt covenants. We were in compliance with these covenants at December 31, 2023, and expect to remain in compliance.

52


 

Summary of Cash Flow Activity

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

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Net cash provided by operating activities

 

$

719,591

 

 

 

655,815

 

 

 

63,776

 

Net cash used in investing activities

 

 

(341,978

)

 

 

(206,108

)

 

 

(135,870

)

Net cash used in financing activities

 

 

(355,035

)

 

 

(475,958

)

 

 

120,923

 

Net change in cash, cash equivalents, and restricted cash

 

 

22,578

 

 

 

(26,251

)

 

 

48,829

 

Total cash, cash equivalents, and restricted cash

 

$

91,354

 

 

 

68,776

 

 

 

22,578

 

Net cash provided by operating activities:

Net cash provided by operating activities increased $63.8 million due to:

$58.7 million increase in cash from operations due to timing of receipts and payments, and
$5.1 million increase in operating cash flow distributions from Investments in real estate partnerships.

 

Net cash used in investing activities:

Net cash used in investing activities changed by $135.9 million as follows:

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively

 

$

(45,386

)

 

 

(169,639

)

 

 

124,253

 

Acquisition of UBP, net of cash acquired of $14,143

 

 

(82,389

)

 

 

 

 

 

(82,389

)

Real estate development and capital improvements

 

 

(232,855

)

 

 

(195,418

)

 

 

(37,437

)

Proceeds from sale of real estate

 

 

11,167

 

 

 

143,133

 

 

 

(131,966

)

Issuance of notes receivable

 

 

(4,000

)

 

 

 

 

 

(4,000

)

Collection of notes receivable

 

 

4,000

 

 

 

1,823

 

 

 

2,177

 

Investments in real estate partnerships

 

 

(13,119

)

 

 

(36,266

)

 

 

23,147

 

Return of capital from investments in real estate partnerships

 

 

11,308

 

 

 

48,473

 

 

 

(37,165

)

Dividends on investment securities

 

 

1,283

 

 

 

1,113

 

 

 

170

 

Acquisition of investment securities

 

 

(7,990

)

 

 

(21,112

)

 

 

13,122

 

Proceeds from sale of investment securities

 

 

16,003

 

 

 

21,785

 

 

 

(5,782

)

Net cash used in investing activities

 

$

(341,978

)

 

 

(206,108

)

 

 

(135,870

)

Significant changes in investing activities include:

We paid $45.4 million in 2023 to purchase two operating properties. In 2022, we paid $169.6 million to purchase seven operating properties, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership.
We invested $82.4 million, net of $14.1 million in cash acquired for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $57.2 million in direct transaction and other costs.
We invested $37.4 million more in 2023 than 2022 in real estate development, redevelopment, and capital improvements, as further detailed in the tables below.
We sold five land parcels, and one development project interest in 2023 for proceeds of $11.2 million compared to two operating properties, four land parcels, and one development project interest in 2022 for proceeds of $143.1 million.
We issued and collected $4.0 million in notes receivable during 2023, and collected $1.8 million during 2022.
We invested $13.1 million in our real estate partnerships during 2023, including:
o
$2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and
o
$10.3 million to fund our share of development and redevelopment activities
During the same period in 2022, we invested $36.3 million in our real estate partnerships, including:
o
$6.1 million to fund our share of acquiring one operating property within an existing real estate partnership
o
$20.2 million to fund our share of secured debt maturities, and
o
$10.0 million to fund our share of development and redevelopment activities.

 

53


 

Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds:
o
During 2023, we received $11.3 million, including $3.6 million from our share of debt refinancing activities and $7.7 million from our share of proceeds from real estate sales.
o
During 2022, we received $48.5 million, including $11.6 million from our share of debt refinancing activities and $36.9 million from our share of proceeds from real estate sales.
Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term investment. During 2023, we deployed capital of $232.9 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Land acquisitions

 

$

2,580

 

 

 

12,484

 

 

 

(9,904

)

Building and tenant improvements

 

 

92,609

 

 

 

75,420

 

 

 

17,189

 

Redevelopment costs

 

 

88,426

 

 

 

68,730

 

 

 

19,696

 

Development costs

 

 

34,981

 

 

 

27,861

 

 

 

7,120

 

Capitalized interest

 

 

5,505

 

 

 

4,133

 

 

 

1,372

 

Capitalized direct compensation

 

 

8,754

 

 

 

6,790

 

 

 

1,964

 

Real estate development and capital improvements

 

$

232,855

 

 

 

195,418

 

 

 

37,437

 

We paid $2.6 million to acquire one land parcel for development in 2023, and paid $12.5 million to acquire one land parcel for development and one land parcel formerly under ground lease at one of our existing centers in 2022.
Building and tenant improvements increased $17.2 million during 2023, primarily related to the timing of capital projects.
Redevelopment costs are $19.7 million higher in 2023 due to the timing and magnitude of projects currently in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
Development costs are higher in 2023 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.

The following table summarizes our development projects in-process and completed:

(in thousands, except cost PSF)

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated / Actual Net
Development
Costs
 (2) (3)

 

 

GLA (3)

 

 

Cost PSF
of GLA
 (2) (3)

 

 

% of Costs
Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glenwood Green

 

Metro NYC

 

70%

 

Q1-22

 

2025

 

 

46,172

 

 

 

247

 

 

 

187

 

 

 

81

%

Baybrook East - Phase 1B(4)

 

Houston, TX

 

50%

 

Q2-22

 

2025

 

 

10,384

 

 

 

78

 

 

 

133

 

 

 

77

%

Sienna - Phase 1

 

Houston, TX

 

75%

 

Q2-23

 

2027

 

 

9,409

 

 

 

23

 

 

 

409

 

 

 

26

%

The Shops at SunVet

 

Long Island, NY

 

100%

 

Q2-23

 

2027

 

 

86,872

 

 

 

167

 

 

 

520

 

 

 

36

%

Total Developments In-Process

 

 

 

 

 

 

 

$

152,837

 

 

 

515

 

 

$

297

 

 

 

51

%

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.
(4)
Estimated Net Development Costs for Baybrook East - Phase 1B is limited to our ownership interest in the value of land and site improvements to deliver a parcel to a grocer, under a ground lease agreement, to construct their building and improvements. This property is included in our Investments in real estate partnerships.

54


 

The following table summarizes our redevelopment projects in-process and completed:

(in thousands)

 

 

 

 

 

 

 

December 31, 2023

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated Incremental Project Costs (2) (3)

 

 

GLA (3)

 

 

% of Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

The Abbot

 

Boston, MA

 

100%

 

Q2-19

 

2025

 

$

58,973

 

 

 

64

 

 

 

95

%

Westbard Square Phase I

 

Bethesda, MD

 

100%

 

Q2-21

 

2025

 

 

37,000

 

 

 

126

 

 

 

74

%

Buckhead Landing

 

Atlanta, GA

 

100%

 

Q2-22

 

2025

 

 

30,859

 

 

 

152

 

 

 

37

%

Bloom on Third (fka Town and Country Center)

 

Los Angeles, CA

 

35%

 

Q4-22

 

2027

 

 

24,525

 

 

 

51

 

 

 

24

%

Mandarin Landing

 

Jacksonville, FL

 

100%

 

Q2-23

 

2025

 

 

16,422

 

 

 

140

 

 

 

22

%

Serramonte Center - Phase 3

 

San Francisco, CA

 

100%

 

Q2-23

 

2025

 

 

36,989

 

 

 

1,072

 

 

 

13

%

Circle Marina Center

 

Los Angeles, CA

 

100%

 

Q3-23

 

2025

 

 

14,986

 

 

 

118

 

 

 

10

%

Avenida Biscayne

 

Miami, FL

 

100%

 

Q4-23

 

2026

 

 

22,743

 

 

 

29

 

 

 

12

%

Cambridge Square

 

Atlanta, GA

 

100%

 

Q4-23

 

2026

 

 

15,002

 

 

 

73

 

 

 

3

%

Various Redevelopments

 

Various

 

20% - 100%

 

Various

 

Various

 

 

57,762

 

 

 

1,368

 

 

 

40

%

Total Redevelopments In-Process

 

 

 

 

 

 

 

$

315,261

 

 

 

3,193

 

 

 

43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

The Crossing Clarendon

 

Metro DC

 

100%

 

Q4-18

 

2024

 

$

55,679

 

 

 

129

 

 

 

 

Various Properties

 

Various

 

20% - 100%

 

Various

 

Various

 

 

32,345

 

 

 

1,648

 

 

 

 

Total Redevelopments Completed

 

 

 

 

 

 

 

$

88,024

 

 

 

1,777

 

 

 

 

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

Net cash used in financing activities:

Net cash flows used in financing activities changed during 2023, as follows:

(in thousands)

 

2023

 

 

2022

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuances

 

$

(33

)

 

 

61,284

 

 

 

(61,317

)

Repurchase of common shares in conjunction with equity award plans

 

 

(7,662

)

 

 

(6,447

)

 

 

(1,215

)

Common shares repurchased through share repurchase program

 

 

(20,006

)

 

 

(75,419

)

 

 

55,413

 

Proceeds from sale of treasury stock, net

 

 

103

 

 

 

64

 

 

 

39

 

Contributions from (Distributions to) limited partners in consolidated partnerships, net

 

 

2,425

 

 

 

(7,245

)

 

 

9,670

 

Dividend payments and operating partnership distributions

 

 

(458,846

)

 

 

(430,143

)

 

 

(28,703

)

Redemption of exchangeable operating partnership units

 

 

(9,163

)

 

 

 

 

 

(9,163

)

Proceeds from unsecured credit facilities, net

 

 

152,000

 

 

 

 

 

 

152,000

 

Proceeds from debt issuance

 

 

59,500

 

 

 

 

 

 

59,500

 

Debt repayment, including early redemption costs

 

 

(72,827

)

 

 

(17,964

)

 

 

(54,863

)

Payment of loan costs

 

 

(526

)

 

 

(88

)

 

 

(438

)

Net cash used in financing activities

 

$

(355,035

)

 

 

(475,958

)

 

 

120,923

 

Significant financing activities during the years ended December 31, 2023 and 2022 included the following:

We received proceeds of $61.3 million, net of issue costs, in April 2022 upon settling forward equity sales under our ATM program.
We repurchased for cash a portion of the common stock granted to employees for stock-based compensation to satisfy employee tax withholding requirements, which totaled $7.7 million and $6.4 million during the years ended December 31, 2023 and 2022, respectively.

55


 

We paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program during 2023, and $75.4 million during the same period in 2022 to repurchase 1,294,201 shares of our common stock through our Repurchase Program.
We received $2.4 million net from limited partners, including $10.2 million of contributions for their share of debt repayments and development funding, partially offset by $7.8 million in operating distributions during 2023. During 2022, we paid $7.2 million, net to limited partners, including $15.0 million in distributions for both operating cash flows as well as a partner buyout, partially offset by $7.8 million of contributions from limited partners in new consolidated Investments in real estate partnerships.
We paid $28.7 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding, as well as preferred dividends commencing in 2023 as a result of the UBP acquisition.
We paid $9.2 million in 2023 for the redemption of exchangeable operating partnership units.
We received net proceeds of $152.0 million from our unsecured credit facilities to fund direct transaction costs related to the UBP acquisition.
We had the following debt related activity during 2023:
o
We received $59.5 million in proceeds from a mortgage refinancing,
o
We paid $72.8 million for debt repayments, including:
$11.2 million in principal mortgage payments, and
$61.6 million for a combination of repaying or refinancing six mortgage loans at maturity.
We had the following debt related activity during 2022:
o
We paid $18.0 million for secured debt payments, including:
$6.8 million to repay one mortgage, and
$11.2 million in principal mortgage payments.

Contractual Obligations

We have contractual obligations at December 31, 2023, which are discussed in our notes to Consolidated Financial Statements and include:

Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as discussed in note 10;
We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7;
Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
Letters of credit of $8.5 million issued to cover our captive insurance program and performance obligations on certain development projects, the latter of which will be satisfied upon completion of the development projects;
Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 14; and
We will also incur obligations related to construction or development contracts on projects in process; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts.

 

Critical Accounting Estimates

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

Valuation of Real Estate Investments Acquired from Urstadt Biddle Properties, Inc.

We generally account for an acquisition of a single real estate property or portfolio of real estate properties as an asset acquisition. We measure the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate

56


 

properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.

Key assumptions may include stabilized net operating income and capitalization rates. Stabilized net operating income is based on several factors including property operating history, market rents, location, property conditions, amenities, local demographics, economic trends, and size of the property. We determine capitalization rates by market based on recent transactions and other market data and adjust, if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. The use of different assumptions, judgments and estimates to value the acquired properties and allocate the most significant portion of the purchase price among the land, buildings and improvements and identified intangible assets and liabilities could affect the depreciation and amortization expense we recognize over the estimated remaining useful life.

Impairment of Real Estate Investments

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

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

Recent Accounting Pronouncements

See note 1 to Consolidated Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of December 31, 2023, we had accrued liabilities of $19.4 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

 

57


 

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Under the Line, as further described in note 9 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, 2023, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus 0.865%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line was dependent upon maintaining specific credit ratings. If our credit ratings were downgraded, the applicable margin on the Line would increase, resulting in higher interest costs. As of December 31, 2023 the interest rate plus applicable margin based on our credit rating ranged from Adjusted SOFR plus 0.690% to Adjusted SOFR plus 1.540%. Effective January 18, 2024, upon the Sixth Amendment to the Line, the applicable margin on the Line is dependent upon maintaining certain compliance ratios and credit ratings stipulated in the credit agreement, and the interest rate plus applicable margin based on our credit rating ranges from Adjusted SOFR plus 0.640% to Adjusted SOFR plus 1.390%.
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2023. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2023, and are subject to change on a monthly basis. In addition, we continually assess the market risk for floating rate debt and believe that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $1,557,500 per year based on $155.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, 2023. If we increase our line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

Further, the table below incorporates only those exposures that exist as of December 31, 2023, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As 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, 2023.

(dollars in thousands)

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

395,978

 

 

 

309,882

 

 

 

359,273

 

 

 

756,170

 

 

 

343,580

 

 

 

1,864,200

 

 

 

4,029,083

 

 

 

3,759,418

 

Average interest rate for all fixed rate debt (2)

 

 

3.86

%

 

 

3.88

%

 

 

3.88

%

 

 

3.87

%

 

 

3.94

%

 

 

3.86

%

 

 

 

 

 

 

Variable rate SOFR debt (1)

 

$

 

 

 

155,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

155,750

 

 

 

155,734

 

Average interest rate for all variable rate debt (2)

 

 

5.89

%

 

 

5.89

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

(1)
Reflects amount of debt maturities during each of the years presented as of December 31, 2023.
(2)
Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2023, was used to determine the average interest rate for all future periods.

 

 

58


 

 

Item 8. Consolidated Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements

 

 

 

Reports of Independent Registered Public Accounting Firm

 

 

 

Regency Centers Corporation:

 

Consolidated Balance Sheets as of December 31, 2023 and 2022

66

Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021

67

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021

68

Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021

69

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021

71

 

 

Regency Centers, L.P.:

 

Consolidated Balance Sheets as of December 31, 2023 and 2022

73

Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021

74

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021

75

Consolidated Statements of Capital for the years ended December 31, 2023, 2022, and 2021

76

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021

78

 

 

Notes to Consolidated Financial Statements

80

 

 

Financial Statement Schedule

 

Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2023

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.

59


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Regency Centers Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

 

60


 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:

inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the Company’s board of directors
inquired about the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Company.

Acquisition of Urstadt Biddle Properties, Inc.

As discussed in Note 1 and 2 to the consolidated financial statements, the Company acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Company measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.

We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:

comparing the Company’s capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.

/s/ KPMG LLP

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

Jacksonville, Florida

February 16, 2024

 

 

61


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – 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, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that 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 16, 2024

 

 

62


 

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2024 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.8 billion as of December 31, 2023. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

 

63


 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:

inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the general partner’s board of directors
inquired about the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Partnership.

Acquisition of Urstadt Biddle Properties, Inc.

As discussed in Note 1 and 2 to the consolidated financial statements, the Partnership acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Partnership measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.

We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership's fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:

comparing the Partnership's capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.

/s/ KPMG LLP

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

Jacksonville, Florida

February 16, 2024

 

 

64


 

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – 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, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that 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 16, 2024

65


 

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2023 and 2022

(in thousands, except share data)

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost (note 1)

 

$

13,454,391

 

 

 

11,858,064

 

Less: accumulated depreciation

 

 

2,691,386

 

 

 

2,415,860

 

Real estate assets, net

 

 

10,763,005

 

 

 

9,442,204

 

Investments in sales-type lease, net

 

 

8,705

 

 

 

 

Investments in real estate partnerships (note 4)

 

 

370,605

 

 

 

350,377

 

Net real estate investments

 

 

11,142,315

 

 

 

9,792,581

 

Properties held for sale

 

 

18,878

 

 

 

 

Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1)

 

 

91,354

 

 

 

68,776

 

Tenant and other receivables (note 1)

 

 

206,162

 

 

 

188,863

 

Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023 and 2022, respectively

 

 

73,398

 

 

 

68,945

 

Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at December 31, 2023 and 2022, respectively (note 6)

 

 

283,375

 

 

 

197,745

 

Right of use assets, net

 

 

328,002

 

 

 

275,513

 

Other assets (note 5)

 

 

283,429

 

 

 

267,797

 

Total assets

 

$

12,426,913

 

 

 

10,860,220

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net (note 9)

 

$

4,001,949

 

 

 

3,726,754

 

Unsecured credit facility (note 9)

 

 

152,000

 

 

 

 

Accounts payable and other liabilities

 

 

358,612

 

 

 

317,259

 

Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at December 31, 2023 and 2022, respectively (note 6)

 

 

398,302

 

 

 

354,204

 

Lease liabilities

 

 

246,063

 

 

 

213,722

 

Tenants’ security, escrow deposits and prepaid rent

 

 

78,052

 

 

 

70,242

 

Total liabilities

 

 

5,234,978

 

 

 

4,682,181

 

Equity:

 

 

 

 

 

 

Shareholders’ equity (note 12):

 

 

 

 

 

 

Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per share and no shares authorized or issued at December 31, 2022

 

 

225,000

 

 

 

 

Common stock $0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and 171,124,593 shares issued at December 31, 2023 and 2022, respectively

 

 

1,846

 

 

 

1,711

 

Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022, respectively

 

 

(25,488

)

 

 

(24,461

)

Additional paid-in-capital

 

 

8,704,240

 

 

 

7,877,152

 

Accumulated other comprehensive (loss) income

 

 

(1,308

)

 

 

7,560

 

Distributions in excess of net income

 

 

(1,871,603

)

 

 

(1,764,977

)

Total shareholders’ equity

 

 

7,032,687

 

 

 

6,096,985

 

Noncontrolling interests (note 12):

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $74,199 and $46,340 at December 31, 2023 and 2022, respectively

 

 

42,195

 

 

 

34,489

 

Limited partners’ interests in consolidated partnerships (note 1)

 

 

117,053

 

 

 

46,565

 

Total noncontrolling interests

 

 

159,248

 

 

 

81,054

 

Total equity

 

 

7,191,935

 

 

 

6,178,039

 

Total liabilities and equity

 

$

12,426,913

 

 

 

10,860,220

 

See accompanying notes to consolidated financial statements.

66


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2023, 2022, and 2021

(in thousands, except per share data)

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,283,939

 

 

 

1,187,452

 

 

 

1,113,368

 

Other property income

 

 

11,573

 

 

 

10,719

 

 

 

12,456

 

Management, transaction, and other fees

 

 

26,954

 

 

 

25,851

 

 

 

40,337

 

Total revenues

 

 

1,322,466

 

 

 

1,224,022

 

 

 

1,166,161

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

352,282

 

 

 

319,697

 

 

 

303,331

 

Property operating expense

 

 

229,209

 

 

 

196,148

 

 

 

184,553

 

Real estate taxes

 

 

165,560

 

 

 

149,795

 

 

 

142,129

 

General and administrative

 

 

97,806

 

 

 

79,903

 

 

 

78,218

 

Other operating expenses

 

 

9,459

 

 

 

6,166

 

 

 

5,751

 

Total operating expenses

 

 

854,316

 

 

 

751,709

 

 

 

713,982

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

154,249

 

 

 

146,186

 

 

 

145,170

 

Provision for impairment of real estate

 

 

 

 

 

 

 

 

84,389

 

Gain on sale of real estate, net of tax

 

 

(661

)

 

 

(109,005

)

 

 

(91,119

)

Early extinguishment of debt

 

 

(99

)

 

 

 

 

 

 

Net investment (income) loss

 

 

(5,665

)

 

 

6,921

 

 

 

(5,463

)

Total other expense

 

 

147,824

 

 

 

44,102

 

 

 

132,977

 

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

 

 

320,326

 

 

 

428,211

 

 

 

319,202

 

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

 

 

50,541

 

 

 

59,824

 

 

 

47,086

 

Net income

 

 

370,867

 

 

 

488,035

 

 

 

366,288

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

(2,008

)

 

 

(2,105

)

 

 

(1,615

)

Limited partners’ interests in consolidated partnerships

 

 

(4,302

)

 

 

(3,065

)

 

 

(3,262

)

Income attributable to noncontrolling interests

 

 

(6,310

)

 

 

(5,170

)

 

 

(4,877

)

Net income attributable to the Company

 

 

364,557

 

 

 

482,865

 

 

 

361,411

 

Preferred stock dividends

 

 

(5,057

)

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

359,500

 

 

 

482,865

 

 

 

361,411

 

Income per common share - basic (note 15)

 

$

2.04

 

 

 

2.82

 

 

 

2.12

 

Income per common share - diluted (note 15)

 

$

2.04

 

 

 

2.81

 

 

 

2.12

 

See accompanying notes to consolidated financial statements.

67


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023, 2022, and 2021

(in thousands)

 

 

 

2023

 

 

2022

 

 

2021

 

Net income

 

$

370,867

 

 

 

488,035

 

 

 

366,288

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

(2,448

)

 

 

20,061

 

 

 

5,391

 

Reclassification adjustment of derivative instruments included in net income

 

 

(7,536

)

 

 

833

 

 

 

4,141

 

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

 

 

337

 

 

 

(1,309

)

 

 

(405

)

Other comprehensive (loss) income

 

 

(9,647

)

 

 

19,585

 

 

 

9,127

 

Comprehensive income

 

 

361,220

 

 

 

507,620

 

 

 

375,415

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

6,310

 

 

 

5,170

 

 

 

4,877

 

Other comprehensive (loss) income attributable to noncontrolling interests

 

 

(779

)

 

 

1,798

 

 

 

729

 

Comprehensive income attributable to noncontrolling interests

 

 

5,531

 

 

 

6,968

 

 

 

5,606

 

Comprehensive income attributable to the Company

 

$

355,689

 

 

 

500,652

 

 

 

369,809

 

See accompanying notes to consolidated financial statements.

68


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the years ended December 31, 2023, 2022, and 2021

(in thousands, except per share data)

 

 

 

Shareholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

Preferred
Stock

 

 

Common
Stock

 

 

Treasury
Stock

 

 

Additional
Paid In
Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Distributions
in Excess of
Net Income

 

 

Total
Shareholders’
Equity

 

 

Exchangeable
Operating
Partnership
Units

 

 

Limited
Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Noncontrolling
Interests

 

 

Total
Equity

 

Balance at December 31, 2020

 

$

 

 

 

1,697

 

 

 

(24,436

)

 

 

7,792,082

 

 

 

(18,625

)

 

 

(1,765,806

)

 

 

5,984,912

 

 

 

35,727

 

 

 

37,508

 

 

 

73,235

 

 

 

6,058,147

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

361,411

 

 

 

361,411

 

 

 

1,615

 

 

 

3,262

 

 

 

4,877

 

 

 

366,288

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,603

 

 

 

 

 

 

4,603

 

 

 

23

 

 

 

360

 

 

 

383

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,795

 

 

 

 

 

 

3,795

 

 

 

17

 

 

 

329

 

 

 

346

 

 

 

4,141

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

1,678

 

 

 

(1,603

)

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

 

 

 

 

 

 

75

 

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

12,650

 

 

 

 

 

 

 

 

 

12,652

 

 

 

 

 

 

 

 

 

 

 

 

12,652

 

Common stock repurchased for taxes withheld for stock-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

(3,553

)

 

 

 

 

 

 

 

 

(3,553

)

 

 

 

 

 

 

 

 

 

 

 

(3,553

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

 

 

 

 

 

1,286

 

Common stock issued for partnership units exchanged

 

 

 

 

 

 

 

 

 

 

 

99

 

 

 

 

 

 

 

 

 

99

 

 

 

(99

)

 

 

 

 

 

(99

)

 

 

 

Common stock issued, net of issuance costs

 

 

 

 

 

13

 

 

 

 

 

 

82,497

 

 

 

 

 

 

 

 

 

82,510

 

 

 

 

 

 

 

 

 

 

 

 

82,510

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,345

)

 

 

(4,345

)

 

 

(4,345

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.410 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(410,419

)

 

 

(410,419

)

 

 

(1,836

)

 

 

 

 

 

(1,836

)

 

 

(412,255

)

Balance at December 31, 2021

 

$

 

 

 

1,712

 

 

 

(22,758

)

 

 

7,883,458

 

 

 

(10,227

)

 

 

(1,814,814

)

 

 

6,037,371

 

 

 

35,447

 

 

 

37,114

 

 

 

72,561

 

 

 

6,109,932

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

482,865

 

 

 

482,865

 

 

 

2,105

 

 

 

3,065

 

 

 

5,170

 

 

 

488,035

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,008

 

 

 

 

 

 

17,008

 

 

 

80

 

 

 

1,664

 

 

 

1,744

 

 

 

18,752

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

779

 

 

 

 

 

 

779

 

 

 

5

 

 

 

49

 

 

 

54

 

 

 

833

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(1,703

)

 

 

1,702

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

16,665

 

 

 

 

 

 

 

 

 

16,667

 

 

 

 

 

 

 

 

 

 

 

 

16,667

 

Common stock repurchased for taxes withheld for stock-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

(5,858

)

 

 

 

 

 

 

 

 

(5,858

)

 

 

 

 

 

 

 

 

 

 

 

(5,858

)

Common stock repurchased and retired

 

 

 

 

 

(13

)

 

 

 

 

 

(75,406

)

 

 

 

 

 

 

 

 

(75,419

)

 

 

 

 

 

 

 

 

 

 

 

(75,419

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

524

 

 

 

 

 

 

 

 

 

524

 

 

 

 

 

 

 

 

 

 

 

 

524

 

Common stock issued for partnership units exchanged

 

 

 

 

 

 

 

 

 

 

 

1,275

 

 

 

 

 

 

 

 

 

1,275

 

 

 

(1,275

)

 

 

 

 

 

(1,275

)

 

 

 

Common stock issued, net of issuance costs

 

 

 

 

 

10

 

 

 

 

 

 

61,274

 

 

 

 

 

 

 

 

 

61,284

 

 

 

 

 

 

 

 

 

 

 

 

61,284

 

Reallocation of noncontrolling interests, net of transaction costs

 

 

 

 

 

 

 

 

 

 

 

(6,482

)

 

 

 

 

 

 

 

 

(6,482

)

 

 

 

 

 

6,266

 

 

 

6,266

 

 

 

(216

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,223

 

 

 

13,223

 

 

 

13,223

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,816

)

 

 

(14,816

)

 

 

(14,816

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.525 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(433,028

)

 

 

(433,028

)

 

 

(1,873

)

 

 

 

 

 

(1,873

)

 

 

(434,901

)

Balance at December 31, 2022

 

$

 

 

$

1,711

 

 

 

(24,461

)

 

 

7,877,152

 

 

 

7,560

 

 

 

(1,764,977

)

 

 

6,096,985

 

 

 

34,489

 

 

 

46,565

 

 

 

81,054

 

 

 

6,178,039

 

 

69


 

 

 

 

Shareholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

Preferred
Stock

 

 

Common
Stock

 

 

Treasury
Stock

 

 

Additional
Paid In
Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Distributions
in Excess of
Net Income

 

 

Total
Shareholders’
Equity

 

 

Exchangeable
Operating
Partnership
Units

 

 

Limited
Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Noncontrolling
Interests

 

 

Total
Equity

 

Balance at December 31, 2022

 

$

 

 

 

1,711

 

 

 

(24,461

)

 

 

7,877,152

 

 

 

7,560

 

 

 

(1,764,977

)

 

 

6,096,985

 

 

 

34,489

 

 

 

46,565

 

 

 

81,054

 

 

 

6,178,039

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

364,557

 

 

 

364,557

 

 

 

2,008

 

 

 

4,302

 

 

 

6,310

 

 

 

370,867

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,063

)

 

 

 

 

 

(2,063

)

 

 

(9

)

 

 

(39

)

 

 

(48

)

 

 

(2,111

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,805

)

 

 

 

 

 

(6,805

)

 

 

(39

)

 

 

(692

)

 

 

(731

)

 

 

(7,536

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

13,518

 

 

 

 

 

 

 

 

 

13,518

 

 

 

(13,518

)

 

 

 

 

 

(13,518

)

 

 

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(1,027

)

 

 

1,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

20,439

 

 

 

 

 

 

 

 

 

20,441

 

 

 

 

 

 

 

 

 

 

 

 

20,441

 

Common stock repurchased for taxes withheld for stock-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

(7,074

)

 

 

 

 

 

 

 

 

(7,074

)

 

 

 

 

 

 

 

 

 

 

 

(7,074

)

Common stock repurchased and retired

 

 

 

 

 

(3

)

 

 

 

 

 

(20,003

)

 

 

 

 

 

 

 

 

(20,006

)

 

 

 

 

 

 

 

 

 

 

 

(20,006

)

Repurchase of exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,163

)

 

 

 

 

 

(9,163

)

 

 

(9,163

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

622

 

 

 

 

 

 

 

 

 

622

 

 

 

 

 

 

 

 

 

 

 

 

622

 

Common stock issued for partnership units exchanged

 

 

 

 

 

 

 

 

 

 

 

198

 

 

 

 

 

 

 

 

 

198

 

 

 

(198

)

 

 

 

 

 

(198

)

 

 

 

Common stock issued, net of issuance costs

 

 

 

 

 

136

 

 

 

 

 

 

818,361

 

 

 

 

 

 

 

 

 

818,497

 

 

 

 

 

 

 

 

 

 

 

 

818,497

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,253

 

 

 

 

 

 

31,253

 

 

 

31,253

 

Issuance of preferred stock

 

 

225,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

225,000

 

 

 

 

 

 

 

 

 

 

 

 

225,000

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

74,730

 

 

 

74,730

 

 

 

74,730

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,813

)

 

 

(7,813

)

 

 

(7,813

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock/unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,057

)

 

 

(5,057

)

 

 

 

 

 

 

 

 

 

 

 

(5,057

)

Common stock/unit ($2.620 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(466,126

)

 

 

(466,126

)

 

 

(2,628

)

 

 

 

 

 

(2,628

)

 

 

(468,754

)

Balance at December 31, 2023

 

$

225,000

 

 

 

1,846

 

 

 

(25,488

)

 

 

8,704,240

 

 

 

(1,308

)

 

 

(1,871,603

)

 

 

7,032,687

 

 

 

42,195

 

 

 

117,053

 

 

 

159,248

 

 

 

7,191,935

 

See accompanying notes to consolidated financial statements.

 

70


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2023, 2022, and 2021

(in thousands)

 

 

2023

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

370,867

 

 

 

488,035

 

 

 

366,288

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

352,282

 

 

 

319,697

 

 

 

303,331

 

Amortization of deferred loan costs and debt premiums

 

 

8,252

 

 

 

5,799

 

 

 

6,003

 

Accretion of above and below market lease intangibles, net

 

 

(29,130

)

 

 

(20,995

)

 

 

(22,936

)

Stock-based compensation, net of capitalization

 

 

20,075

 

 

 

16,521

 

 

 

12,515

 

Equity in income of investments in real estate partnerships

 

 

(50,541

)

 

 

(59,824

)

 

 

(47,086

)

Gain on sale of real estate, net of tax

 

 

(661

)

 

 

(109,005

)

 

 

(91,119

)

Provision for impairment of real estate, net of tax

 

 

 

 

 

 

 

 

84,389

 

Early extinguishment of debt

 

 

(99

)

 

 

 

 

 

 

Distribution of earnings from investments in real estate partnerships

 

 

66,531

 

 

 

61,416

 

 

 

71,934

 

Settlement of derivative instruments

 

 

 

 

 

 

 

 

(2,472

)

Deferred compensation expense (income)

 

 

4,782

 

 

 

(6,128

)

 

 

4,572

 

Realized and unrealized (gain) loss on investments

 

 

(5,571

)

 

 

7,040

 

 

 

(5,348

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(13,904

)

 

 

(35,274

)

 

 

(24,869

)

Deferred leasing costs

 

 

(11,156

)

 

 

(10,801

)

 

 

(6,966

)

Other assets

 

 

3,028

 

 

 

1,292

 

 

 

(1,226

)

Accounts payable and other liabilities

 

 

5,152

 

 

 

(9,088

)

 

 

6,677

 

Tenants’ security, escrow deposits and prepaid rent

 

 

(316

)

 

 

7,130

 

 

 

5,701

 

Net cash provided by operating activities

 

 

719,591

 

 

 

655,815

 

 

 

659,388

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively

 

 

(45,386

)

 

 

(169,639

)

 

 

(392,051

)

Acquisition of UBP, net of cash acquired of $14,143

 

 

(82,389

)

 

 

 

 

 

 

Real estate development and capital improvements

 

 

(232,855

)

 

 

(195,418

)

 

 

(177,631

)

Proceeds from sale of real estate

 

 

11,167

 

 

 

143,133

 

 

 

206,193

 

Issuance of notes receivable

 

 

(4,000

)

 

 

 

 

 

(20

)

Collection of notes receivable

 

 

4,000

 

 

 

1,823

 

 

 

 

Investments in real estate partnerships

 

 

(13,119

)

 

 

(36,266

)

 

 

(23,476

)

Return of capital from investments in real estate partnerships

 

 

11,308

 

 

 

48,473

 

 

 

99,945

 

Dividends on investment securities

 

 

1,283

 

 

 

1,113

 

 

 

813

 

Acquisition of investment securities

 

 

(7,990

)

 

 

(21,112

)

 

 

(23,971

)

Proceeds from sale of investment securities

 

 

16,003

 

 

 

21,785

 

 

 

23,846

 

Net cash used in investing activities

 

 

(341,978

)

 

 

(206,108

)

 

 

(286,352

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

(33

)

 

 

61,284

 

 

 

82,510

 

Repurchase of common shares in conjunction with equity award plans

 

 

(7,662

)

 

 

(6,447

)

 

 

(4,083

)

Common shares repurchased through share repurchase program

 

 

(20,006

)

 

 

(75,419

)

 

 

 

Proceeds from sale of treasury stock

 

 

103

 

 

 

64

 

 

 

96

 

Contributions from limited partners in consolidated partnerships

 

 

10,238

 

 

 

 

 

 

 

Distributions to limited partners in consolidated partnerships

 

 

(7,813

)

 

 

(7,245

)

 

 

(4,345

)

Distributions to exchangeable operating partnership unit holders

 

 

(2,368

)

 

 

(1,867

)

 

 

(1,815

)

Redemption of exchangeable operating partnership units

 

 

(9,163

)

 

 

 

 

 

 

Dividends paid to common shareholders

 

 

(453,065

)

 

 

(428,276

)

 

 

(403,085

)

Dividends paid to preferred shareholders

 

 

(3,413

)

 

 

 

 

 

 

Proceeds from unsecured credit facilities

 

 

557,000

 

 

 

95,000

 

 

 

 

Repayment of unsecured credit facilities

 

 

(405,000

)

 

 

(95,000

)

 

 

(265,000

)

Proceeds from notes payable

 

 

59,500

 

 

 

 

 

 

 

Repayment of notes payable

 

 

(61,592

)

 

 

(6,745

)

 

 

(42,014

)

Scheduled principal payments

 

 

(11,235

)

 

 

(11,219

)

 

 

(11,255

)

Payment of loan costs

 

 

(526

)

 

 

(88

)

 

 

(7,468

)

Net cash used in financing activities

 

 

(355,035

)

 

 

(475,958

)

 

 

(656,459

)

Net change in cash, cash equivalents, and restricted cash

 

 

22,578

 

 

 

(26,251

)

 

 

(283,423

)

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

 

 

68,776

 

 

 

95,027

 

 

 

378,450

 

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

 

$

91,354

 

 

 

68,776

 

 

 

95,027

 

 

71


 

 

 

 

2023

 

 

2022

 

 

2021

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in 2023, 2022, and 2021, respectively)

 

$

147,176

 

 

 

141,359

 

 

 

140,084

 

Cash paid for income taxes, net of refunds

 

$

933

 

 

 

570

 

 

 

378

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid

 

$

126,683

 

 

 

111,709

 

 

 

107,480

 

Previously held equity investments in real estate assets acquired

 

$

 

 

 

17,179

 

 

 

(4,609

)

Mortgage loans assumed by Company with the acquisition of real estate

 

$

98

 

 

 

22,779

 

 

 

111,104

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

36,577

 

 

 

 

 

 

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

8,510

 

 

 

 

 

 

 

UBP Acquisition:

 

 

 

 

 

 

 

 

 

Notes payable assumed in acquisition, at fair value

 

$

284,706

 

 

 

 

 

 

 

Noncontrolling interest assumed in acquisition, at fair value

 

$

64,492

 

 

 

 

 

 

 

Common stock exchanged for UBP shares

 

$

818,530

 

 

 

 

 

 

 

Preferred stock exchanged for UBP shares

 

$

225,000

 

 

 

 

 

 

 

Common stock issued for partnership units exchanged

 

$

199

 

 

 

1,275

 

 

 

99

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

31,253

 

 

 

 

 

 

 

Real estate received in lieu of promote interest

 

$

 

 

 

 

 

 

13,589

 

Change in accrued capital expenditures

 

$

8,877

 

 

 

4,888

 

 

 

10,188

 

Common stock issued under dividend reinvestment plan

 

$

622

 

 

 

524

 

 

 

1,286

 

Stock-based compensation capitalized

 

$

954

 

 

 

735

 

 

 

666

 

Contributions to investments in real estate partnerships

 

$

920

 

 

 

 

 

 

 

Contributions from limited partners in consolidated partnerships, net

 

$

 

 

 

5,436

 

 

 

 

Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership

 

$

 

 

 

6,266

 

 

 

 

Adjustment for noncontrolling interests in the operating partnership

 

$

 

 

 

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

1,193

 

 

 

1,126

 

 

 

1,084

 

Contribution of stock awards into trust

 

$

2,080

 

 

 

2,250

 

 

 

1,416

 

Distribution of stock held in trust

 

$

2,245

 

 

 

786

 

 

 

3,647

 

Change in fair value of securities

 

$

338

 

 

 

1,658

 

 

 

513

 

See accompanying notes to consolidated financial statements.

72


 

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2023 and 2022

(in thousands, except unit data)

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost (note 1)

 

$

13,454,391

 

 

 

11,858,064

 

Less: accumulated depreciation

 

 

2,691,386

 

 

 

2,415,860

 

Real estate assets, net

 

 

10,763,005

 

 

 

9,442,204

 

Investments in sales-type lease, net

 

 

8,705

 

 

 

 

Investments in real estate partnerships (note 4)

 

 

370,605

 

 

 

350,377

 

Net real estate investments

 

 

11,142,315

 

 

 

9,792,581

 

Properties held for sale

 

 

18,878

 

 

 

 

Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1)

 

 

91,354

 

 

 

68,776

 

Tenant and other receivables (note 1)

 

 

206,162

 

 

 

188,863

 

Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023 and 2022, respectively

 

 

73,398

 

 

 

68,945

 

Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at December 31, 2023 and 2022, respectively (note 6)

 

 

283,375

 

 

 

197,745

 

Right of use assets, net

 

 

328,002

 

 

 

275,513

 

Other assets (note 5)

 

 

283,429

 

 

 

267,797

 

Total assets

 

$

12,426,913

 

 

 

10,860,220

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net (note 9)

 

$

4,001,949

 

 

 

3,726,754

 

Unsecured credit facility (note 9)

 

 

152,000

 

 

 

 

Accounts payable and other liabilities

 

 

358,612

 

 

 

317,259

 

Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at December 31, 2023 and 2022, respectively (note 6)

 

 

398,302

 

 

 

354,204

 

Lease liabilities

 

 

246,063

 

 

 

213,722

 

Tenants’ security, escrow deposits and prepaid rent

 

 

78,052

 

 

 

70,242

 

Total liabilities

 

 

5,234,978

 

 

 

4,682,181

 

Capital:

 

 

 

 

 

 

Partners’ capital (note 12):

 

 

 

 

 

 

Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per unit and no units authorized or issued at December 31, 2022

 

 

225,000

 

 

 

 

General partner; 184,581,070 and 171,124,593 units outstanding at December 31, 2023 and 2022, respectively

 

 

6,808,995

 

 

 

6,089,425

 

Limited partners; 1,107,454 and 741,433 units outstanding at December 31, 2023 and 2022, respectively

 

 

42,195

 

 

 

34,489

 

Accumulated other comprehensive (loss) income

 

 

(1,308

)

 

 

7,560

 

Total partners’ capital

 

 

7,074,882

 

 

 

6,131,474

 

Noncontrolling interest: Limited partners’ interests in consolidated partnerships

 

 

117,053

 

 

 

46,565

 

Total capital

 

 

7,191,935

 

 

 

6,178,039

 

Total liabilities and capital

 

$

12,426,913

 

 

 

10,860,220

 

See accompanying notes to consolidated financial statements.

73


 

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2023, 2022, and 2021

(in thousands, except per unit data)

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,283,939

 

 

 

1,187,452

 

 

 

1,113,368

 

Other property income

 

 

11,573

 

 

 

10,719

 

 

 

12,456

 

Management, transaction, and other fees

 

 

26,954

 

 

 

25,851

 

 

 

40,337

 

Total revenues

 

 

1,322,466

 

 

 

1,224,022

 

 

 

1,166,161

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

352,282

 

 

 

319,697

 

 

 

303,331

 

Property operating expense

 

 

229,209

 

 

 

196,148

 

 

 

184,553

 

Real estate taxes

 

 

165,560

 

 

 

149,795

 

 

 

142,129

 

General and administrative

 

 

97,806

 

 

 

79,903

 

 

 

78,218

 

Other operating expenses

 

 

9,459

 

 

 

6,166

 

 

 

5,751

 

Total operating expenses

 

 

854,316

 

 

 

751,709

 

 

 

713,982

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

154,249

 

 

 

146,186

 

 

 

145,170

 

Provision for impairment of real estate

 

 

 

 

 

 

 

 

84,389

 

Gain on sale of real estate, net of tax

 

 

(661

)

 

 

(109,005

)

 

 

(91,119

)

Early extinguishment of debt

 

 

(99

)

 

 

 

 

 

 

Net investment (income) loss

 

 

(5,665

)

 

 

6,921

 

 

 

(5,463

)

Total other expense

 

 

147,824

 

 

 

44,102

 

 

 

132,977

 

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

 

 

320,326

 

 

 

428,211

 

 

 

319,202

 

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

 

 

50,541

 

 

 

59,824

 

 

 

47,086

 

Net income

 

 

370,867

 

 

 

488,035

 

 

 

366,288

 

Limited partners’ interests in consolidated partnerships

 

 

(4,302

)

 

 

(3,065

)

 

 

(3,262

)

Net income attributable to the Partnership

 

 

366,565

 

 

 

484,970

 

 

 

363,026

 

Preferred unit distributions and issuance costs

 

 

(5,057

)

 

 

 

 

 

 

Net income attributable to common unit holders

 

$

361,508

 

 

 

484,970

 

 

 

363,026

 

Income per common unit - basic (note 15):

 

$

2.04

 

 

 

2.82

 

 

 

2.12

 

Income per common unit - diluted (note 15):

 

$

2.04

 

 

 

2.81

 

 

 

2.12

 

See accompanying notes to consolidated financial statements.

74


 

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023, 2022, and 2021

(in thousands)

 

 

 

2023

 

 

2022

 

 

2021

 

Net income

 

$

370,867

 

 

 

488,035

 

 

 

366,288

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

(2,448

)

 

 

20,061

 

 

 

5,391

 

Reclassification adjustment of derivative instruments included in net income

 

 

(7,536

)

 

 

833

 

 

 

4,141

 

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

 

 

337

 

 

 

(1,309

)

 

 

(405

)

Other comprehensive (loss) income

 

 

(9,647

)

 

 

19,585

 

 

 

9,127

 

Comprehensive income

 

 

361,220

 

 

 

507,620

 

 

 

375,415

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

4,302

 

 

 

3,065

 

 

 

3,262

 

Other comprehensive (loss) income attributable to noncontrolling interests

 

 

(731

)

 

 

1,713

 

 

 

689

 

Comprehensive income attributable to noncontrolling interests

 

 

3,571

 

 

 

4,778

 

 

 

3,951

 

Comprehensive income attributable to the Company

 

$

357,649

 

 

 

502,842

 

 

 

371,464

 

See accompanying notes to consolidated financial statements.

75


 

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the years ended December 31, 2023, 2022, and 2021

(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, 2020

 

$

6,003,537

 

 

 

35,727

 

 

 

(18,625

)

 

 

6,020,639

 

 

 

37,508

 

 

 

6,058,147

 

Net income

 

 

361,411

 

 

 

1,615

 

 

 

 

 

 

363,026

 

 

 

3,262

 

 

 

366,288

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

23

 

 

 

4,603

 

 

 

4,626

 

 

 

360

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

17

 

 

 

3,795

 

 

 

3,812

 

 

 

329

 

 

 

4,141

 

Deferred compensation plan, net

 

 

75

 

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

75

 

Distributions to partners

 

 

(410,419

)

 

 

(1,836

)

 

 

 

 

 

(412,255

)

 

 

(4,345

)

 

 

(416,600

)

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

 

 

12,652

 

 

 

 

 

 

 

 

 

12,652

 

 

 

 

 

 

12,652

 

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

 

 

82,510

 

 

 

 

 

 

 

 

 

82,510

 

 

 

 

 

 

82,510

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(2,267

)

 

 

 

 

 

 

 

 

(2,267

)

 

 

 

 

 

(2,267

)

Common units exchanged for common stock of Parent Company

 

 

99

 

 

 

(99

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

$

6,047,598

 

 

 

35,447

 

 

 

(10,227

)

 

 

6,072,818

 

 

 

37,114

 

 

 

6,109,932

 

Net income

 

 

482,865

 

 

 

2,105

 

 

 

 

 

 

484,970

 

 

 

3,065

 

 

 

488,035

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

80

 

 

 

17,008

 

 

 

17,088

 

 

 

1,664

 

 

 

18,752

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

5

 

 

 

779

 

 

 

784

 

 

 

49

 

 

 

833

 

Deferred compensation plan, net

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Contribution from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,223

 

 

 

13,223

 

Distributions to partners

 

 

(433,028

)

 

 

(1,873

)

 

 

 

 

 

(434,901

)

 

 

(14,816

)

 

 

(449,717

)

Reallocation of limited partners' interest, net of transaction costs

 

 

(6,482

)

 

 

 

 

 

 

 

 

(6,482

)

 

 

6,266

 

 

 

(216

)

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

 

 

16,667

 

 

 

 

 

 

 

 

 

16,667

 

 

 

 

 

 

16,667

 

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

 

 

(75,419

)

 

 

 

 

 

 

 

 

(75,419

)

 

 

 

 

 

(75,419

)

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

 

 

61,284

 

 

 

 

 

 

 

 

 

61,284

 

 

 

 

 

 

61,284

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(5,334

)

 

 

 

 

 

 

 

 

(5,334

)

 

 

 

 

 

(5,334

)

Common units exchanged for common stock of Parent Company

 

 

1,275

 

 

 

(1,275

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

$

6,089,425

 

 

 

34,489

 

 

 

7,560

 

 

 

6,131,474

 

 

 

46,565

 

 

 

6,178,039

 

 

76


 

 

 

 

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, 2022

 

$

6,089,425

 

 

 

34,489

 

 

 

7,560

 

 

 

6,131,474

 

 

 

46,565

 

 

 

6,178,039

 

Net income

 

 

364,557

 

 

 

2,008

 

 

 

 

 

 

366,565

 

 

 

4,302

 

 

 

370,867

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassifications

 

 

 

 

 

(9

)

 

 

(2,063

)

 

 

(2,072

)

 

 

(39

)

 

 

(2,111

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

(39

)

 

 

(6,805

)

 

 

(6,844

)

 

 

(692

)

 

 

(7,536

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

13,518

 

 

 

(13,518

)

 

 

 

 

 

 

 

 

 

 

 

 

Contribution from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

74,730

 

 

 

74,730

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

31,253

 

 

 

 

 

 

31,253

 

 

 

 

 

 

31,253

 

Distributions to partners

 

 

(466,126

)

 

 

(2,628

)

 

 

 

 

 

(468,754

)

 

 

(7,813

)

 

 

(476,567

)

Preferred unit distributions

 

 

(5,057

)

 

 

 

 

 

 

 

 

(5,057

)

 

 

 

 

 

(5,057

)

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

 

 

20,441

 

 

 

 

 

 

 

 

 

20,441

 

 

 

 

 

 

20,441

 

Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs

 

 

225,000

 

 

 

 

 

 

 

 

 

225,000

 

 

 

 

 

 

225,000

 

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

 

 

(20,006

)

 

 

 

 

 

 

 

 

(20,006

)

 

 

 

 

 

(20,006

)

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

 

 

818,497

 

 

 

 

 

 

 

 

 

818,497

 

 

 

 

 

 

818,497

 

Repurchase of exchangeable operating partnership units

 

 

 

 

 

(9,163

)

 

 

 

 

 

(9,163

)

 

 

 

 

 

(9,163

)

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(6,452

)

 

 

 

 

 

 

 

 

(6,452

)

 

 

 

 

 

(6,452

)

Common units exchanged for common stock of Parent Company

 

 

198

 

 

 

(198

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2023

 

$

7,033,995

 

 

 

42,195

 

 

 

(1,308

)

 

 

7,074,882

 

 

 

117,053

 

 

 

7,191,935

 

See accompanying notes to consolidated financial statements.

77


 

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2023, 2022, and 2021

(in thousands)

 

 

 

2023

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

370,867

 

 

 

488,035

 

 

 

366,288

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

352,282

 

 

 

319,697

 

 

 

303,331

 

Amortization of deferred loan costs and debt premiums

 

 

8,252

 

 

 

5,799

 

 

 

6,003

 

Accretion of above and below market lease intangibles, net

 

 

(29,130

)

 

 

(20,995

)

 

 

(22,936

)

Stock-based compensation, net of capitalization

 

 

20,075

 

 

 

16,521

 

 

 

12,515

 

Equity in income of investments in real estate partnerships

 

 

(50,541

)

 

 

(59,824

)

 

 

(47,086

)

Gain on sale of real estate, net of tax

 

 

(661

)

 

 

(109,005

)

 

 

(91,119

)

Provision for impairment of real estate, net of tax

 

 

 

 

 

 

 

 

84,389

 

Early extinguishment of debt

 

 

(99

)

 

 

 

 

 

 

Distribution of earnings from investments in real estate partnerships

 

 

66,531

 

 

 

61,416

 

 

 

71,934

 

Settlement of derivative instruments

 

 

 

 

 

 

 

 

(2,472

)

Deferred compensation expense (income)

 

 

4,782

 

 

 

(6,128

)

 

 

4,572

 

Realized and unrealized (gain) loss on investments

 

 

(5,571

)

 

 

7,040

 

 

 

(5,348

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(13,904

)

 

 

(35,274

)

 

 

(24,869

)

Deferred leasing costs

 

 

(11,156

)

 

 

(10,801

)

 

 

(6,966

)

Other assets

 

 

3,028

 

 

 

1,292

 

 

 

(1,226

)

Accounts payable and other liabilities

 

 

5,152

 

 

 

(9,088

)

 

 

6,677

 

Tenants’ security, escrow deposits and prepaid rent

 

 

(316

)

 

 

7,130

 

 

 

5,701

 

Net cash provided by operating activities

 

 

719,591

 

 

 

655,815

 

 

 

659,388

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively

 

 

(45,386

)

 

 

(169,639

)

 

 

(392,051

)

Acquisition of UBP, net of cash acquired of $14,143

 

 

(82,389

)

 

 

 

 

 

 

Real estate development and capital improvements

 

 

(232,855

)

 

 

(195,418

)

 

 

(177,631

)

Proceeds from sale of real estate

 

 

11,167

 

 

 

143,133

 

 

 

206,193

 

Issuance of notes receivable

 

 

(4,000

)

 

 

 

 

 

(20

)

Collection of notes receivable

 

 

4,000

 

 

 

1,823

 

 

 

 

Investments in real estate partnerships

 

 

(13,119

)

 

 

(36,266

)

 

 

(23,476

)

Return of capital from investments in real estate partnerships

 

 

11,308

 

 

 

48,473

 

 

 

99,945

 

Dividends on investment securities

 

 

1,283

 

 

 

1,113

 

 

 

813

 

Acquisition of investment securities

 

 

(7,990

)

 

 

(21,112

)

 

 

(23,971

)

Proceeds from sale of investment securities

 

 

16,003

 

 

 

21,785

 

 

 

23,846

 

Net cash used in investing activities

 

 

(341,978

)

 

 

(206,108

)

 

 

(286,352

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

(33

)

 

 

61,284

 

 

 

82,510

 

Repurchase of common units in conjunction with equity award plans

 

 

(7,662

)

 

 

(6,447

)

 

 

(4,083

)

Common units repurchased through share repurchase program

 

 

(20,006

)

 

 

(75,419

)

 

 

 

Proceeds from sale of treasury stock

 

 

103

 

 

 

64

 

 

 

96

 

Contributions from limited partners in consolidated partnerships

 

 

10,238

 

 

 

 

 

 

 

Distributions to limited partners in consolidated partnerships

 

 

(7,813

)

 

 

(7,245

)

 

 

(4,345

)

Distributions to partners

 

 

(455,433

)

 

 

(430,143

)

 

 

(404,900

)

Dividends paid to preferred shareholders

 

 

(3,413

)

 

 

 

 

 

 

Redemption of exchangeable operating partnership units

 

 

(9,163

)

 

 

 

 

 

 

Proceeds from unsecured credit facilities

 

 

557,000

 

 

 

95,000

 

 

 

 

Repayment of unsecured credit facilities

 

 

(405,000

)

 

 

(95,000

)

 

 

(265,000

)

Proceeds from notes payable

 

 

59,500

 

 

 

 

 

 

 

Repayment of notes payable

 

 

(61,592

)

 

 

(6,745

)

 

 

(42,014

)

Scheduled principal payments

 

 

(11,235

)

 

 

(11,219

)

 

 

(11,255

)

Payment of loan costs

 

 

(526

)

 

 

(88

)

 

 

(7,468

)

Net cash used in financing activities

 

 

(355,035

)

 

 

(475,958

)

 

 

(656,459

)

Net change in cash, cash equivalents, and restricted cash

 

 

22,578

 

 

 

(26,251

)

 

 

(283,423

)

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

 

 

68,776

 

 

 

95,027

 

 

 

378,450

 

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

 

$

91,354

 

 

 

68,776

 

 

 

95,027

 

 

78


 

 

 

 

2023

 

 

2022

 

 

2021

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in 2023, 2022, and 2021, respectively)

 

$

147,176

 

 

 

141,359

 

 

 

140,084

 

Cash paid for income taxes, net of refunds

 

$

933

 

 

 

570

 

 

 

378

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid

 

$

126,683

 

 

 

111,709

 

 

 

107,480

 

Previously held equity investments in real estate assets acquired

 

$

 

 

 

17,179

 

 

 

(4,609

)

Mortgage loans assumed by Company with the acquisition of real estate

 

$

98

 

 

 

22,779

 

 

 

111,104

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

36,577

 

 

 

 

 

 

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

8,510

 

 

 

 

 

 

 

UBP Acquisition:

 

 

 

 

 

 

 

 

 

Notes payable assumed in acquisition, at fair value

 

$

284,706

 

 

 

 

 

 

 

Noncontrolling interest assumed in acquisition, at fair value

 

$

64,492

 

 

 

 

 

 

 

Common stock exchanged for UBP shares

 

$

818,530

 

 

 

 

 

 

 

Preferred stock exchanged for UBP shares

 

$

225,000

 

 

 

 

 

 

 

Common stock issued by Parent Company for partnership units exchanged

 

$

199

 

 

 

1,275

 

 

 

99

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

31,253

 

 

 

 

 

 

 

Real estate received in lieu of promote interest

 

$

 

 

 

 

 

 

13,589

 

Change in accrued capital expenditures

 

$

8,877

 

 

 

4,888

 

 

 

10,188

 

Common stock issued by Parent Company for dividend reinvestment plan

 

$

622

 

 

 

524

 

 

 

1,286

 

Stock-based compensation capitalized

 

$

954

 

 

 

735

 

 

 

666

 

Contributions to investments in real estate partnerships

 

$

920

 

 

 

 

 

 

 

Contributions from limited partners in consolidated partnerships, net

 

$

 

 

 

5,436

 

 

 

 

Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership

 

$

 

 

 

6,266

 

 

 

 

Adjustment for noncontrolling interests in the operating partnership

 

$

 

 

 

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

1,193

 

 

 

1,126

 

 

 

1,084

 

Contribution of stock awards into trust

 

$

2,080

 

 

 

2,250

 

 

 

1,416

 

Distribution of stock held in trust

 

$

2,245

 

 

 

786

 

 

 

3,647

 

Change in fair value of securities

 

$

338

 

 

 

1,658

 

 

 

513

 

See accompanying notes to consolidated financial statements.

 

 

 

79


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

1.
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation

General

Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of December 31, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 381 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Acquisition of Urstadt Biddle Properties Inc.

On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”), UBP, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, (a) UB Sub II merged with and into Urstadt Biddle (the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following the first merger, UB Sub I merged with and into Merger Sub (the “second merger” and together with the first merger, the “mergers”), with Merger Sub being the surviving entity in the second merger. The combined company continues to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).

The closing of the mergers completed on August 18, 2023 and each share of Urstadt Biddle’s common stock, par value $0.01 per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement. Immediately thereafter, on August 18, 2023, each share of UB Sub I’s common stock, par value $0.01 per share, and class A common stock, par value $0.01 per share, converted into 0.347 of a share of common stock, par value $0.01 per share, of common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).

Estimates, Risks, and Uncertainties

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to weaken.

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical challenges, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects

80


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.

Consolidation

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

The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

Ownership of the Parent Company

The Parent Company has a single class of common stock and two series of preferred stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of December 31, 2023, the Parent Company owned approximately 99.4% or 184,581,070 of the 185,688,524 of the outstanding Common Units, with the remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

As of December 31, 2023, Regency held partial ownership interests in 119 properties through partnerships, of which 18 are consolidated. Regency's partners include institutional investors and real estate developers and/or operators (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate property. Regency has a variable interest in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them in accordance with the equity method of accounting.

81


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The assets of these partnerships are restricted to the use of the partnerships and cannot be reached by general creditors of the Company. Similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional contributions by the partners. As managing member, Regency maintains the books and records and typically provides leasing property and asset management services to the partnerships. The Partners' level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.

Certain partnerships were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.
o
Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method of accounting and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. If distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment results in a negative investment balance for a partnership, it is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

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

The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third-party construction loans. The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:

 

(in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Net real estate investments

 

$

270,674

 

 

 

107,725

 

Cash, cash equivalents, and restricted cash

 

 

8,201

 

 

 

2,420

 

Liabilities

 

 

 

 

 

 

Notes payable

 

 

33,211

 

 

 

4,188

 

Equity

 

 

 

 

 

 

Limited partners’ interests in consolidated partnerships

 

 

88,794

 

 

 

24,364

 

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets.

 

82


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Noncontrolling Interests of the Parent Company

The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners other than the common shareholders of the Parent Company: (i) the EOP units and (ii) the minority-owned interest held by third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's shareholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.

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

Noncontrolling Interests of the Operating Partnership

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

(b)
Revenues and Tenant Receivable

Leasing Income and Tenant Receivables

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"), which are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance ("CAM") costs (collectively "Recoverable Costs") incurred.

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

The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:

Classification

Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2023, the Company classified one lease as a sales type lease, with all others classified as operating leases.

 

83


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Recognition and Presentation

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.

For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its cost.

Collectibility

At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period.

In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Tenant receivables

 

$

34,814

 

 

 

31,486

 

Straight-line rent receivables

 

 

138,590

 

 

 

128,214

 

Other receivables (1)

 

 

32,758

 

 

 

29,163

 

Total tenant and other receivables, net

 

$

206,162

 

 

 

188,863

 

(1)
Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.

 

84


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Real Estate Sales

The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.

Management Services and Other Property Income

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.

Property and Asset Management Services

The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.

Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values in Regency's capacity as managing member. The terms of these promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal.

Leasing Services

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

Transaction Services

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

Other Property Income

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met.

 

85


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

 

 

 

 

 

Year ended December 31,

 

 

(in thousands)

 

Timing of
satisfaction of
performance
obligations

 

2023

 

 

2022

 

 

2021

 

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

14,075

 

 

 

13,470

 

 

 

14,415

 

 

Asset management services

 

Over time

 

 

6,542

 

 

 

6,752

 

 

 

6,921

 

 

Promote income

 

Over time

 

 

 

 

 

 

 

 

13,589

 

(1)

Leasing services

 

Point in time

 

 

3,908

 

 

 

3,945

 

 

 

4,096

 

 

Other transaction fees

 

Point in time

 

 

2,429

 

 

 

1,684

 

 

 

1,316

 

 

             Total management, transaction, and other fees

 

$

26,954

 

 

 

25,851

 

 

 

40,337

 

 

(1)
The Company recognized $13.6 million in promote revenue during the year ended December 31, 2021, for exceeding partnership return hurdles from the Company's performance as managing member in the USAA partnership. The consideration was paid in the form of a real estate asset.

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $18.5 million and $16.4 million, as of December 31, 2023 and 2022, respectively.

(c)
Real Estate Assets

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

 

(in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

Land

 

$

4,802,583

 

 

 

4,379,877

 

Land improvements

 

 

758,779

 

 

 

707,227

 

Buildings

 

 

6,371,894

 

 

 

5,465,877

 

Building and tenant improvements

 

 

1,302,954

 

 

 

1,171,650

 

Construction in progress

 

 

218,181

 

 

 

133,433

 

Total real estate assets

 

$

13,454,391

 

 

 

11,858,064

 

Capitalization and Depreciation

Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.

As part of the leasing process, the Company may provide lessees with allowances for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as 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.

 

86


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Development and Redevelopment Costs

All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development or redevelopment.

Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2023 and 2022, the Company had nonrefundable deposits and other pre-development costs of approximately $7.7 million and $6.9 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2023, 2022, and 2021, the Company expensed pre-development costs of approximately $0.1 million, $0.6 million, and $1.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs incurred. The Company discontinues interest and real estate tax capitalization when a project is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on a project beyond 12 months after substantial completion of the building. During the years ended December 31, 2023, 2022, and 2021, the Company capitalized interest of $5.7 million, $4.2 million, and $4.2 million, respectively, on our development and redevelopment projects.

We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2023, 2022, and 2021, we capitalized $13.3 million, $10.8 million, and $11.3 million, respectively, of direct internal costs incurred to support our development and redevelopment program.

Acquisitions

Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the purchase price of the acquired properties based on their relative fair value to the applicable assets and liabilities. Acquisitions of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

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

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

87


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies real estate assets as held-for-sale upon satisfaction of all the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Upon the determination to classify a property as held for sale, the Company ceases depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.

Valuation of Real Estate Investments and Impairments

The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.

Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

(d)
Cash, Cash Equivalents, and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2023 and 2022, $6.4 million and $2.3 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

(e)
Other Assets

Goodwill

Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur. See note 5.

The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more

88


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

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

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

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

Derivative Instruments

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

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

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

 

89


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

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

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

(f)
Deferred Leasing Costs

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

Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.

(g)
Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its shareholders are at least equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a TRS or qualify as a REIT. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.4% owner, is allocated its Pro-rata share of tax attributes.

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

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2020 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.

(h)
Lease Obligations

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

90


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

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

Under Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.

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

(i)
Earnings per Share and Unit

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

(j)
Stock-Based Compensation

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

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

(k)
Segment Reporting

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

The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.

(l)
Business Concentration

Grocer anchor tenants represent approximately 20.0% of Pro-rata annual base rent. No single tenant accounts for 10% or more of revenue and none of the shopping centers are located outside the United States.

91


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

(m)
Fair Value of Assets and Liabilities

ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As 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 at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

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

 

92


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

 

(n) Recent Accounting Pronouncements

 

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

Standard

Description

Date of adoption

Effect on the financial statements or other significant matters

Recently adopted:

 

 

 

 

 

 

 

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related to activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship.

March 2020 through March 31, 2023

The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.

 

 

 

 

 

 

 

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

 

The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.

 

January 1, 2023

 

The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.

 

 

 

 

 

 

 

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 

The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.”

 

January 1, 2024

 

The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures.

 

 

 

 

 

 

 

ASU 2023-09,

Income Taxes (Topic 740):Improvements to Income Tax Disclosures.

 

ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

 

January 1, 2025

 

The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures.

 

 

 

93


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

2.
Real Estate Investments

UBP Acquisition

General

With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:

(in thousands, except stock price)

 

Purchase Price

 

Shares of common stock issued for acquisition

 

 

13,568

 

Closing stock price on August 17, 2023

 

$

61.03

 

Value of common stock issued for acquisition

 

$

828,025

 

Other adjustments

 

 

(9,495

)

Total value of common stock issued

 

$

818,530

 

Debt repaid

 

 

39,266

 

Preferred stock converted

 

 

225,000

 

Transaction costs

 

 

57,197

 

Other cash payments

 

 

68

 

Total purchase price

 

$

1,140,061

 

Purchase Price Allocation

The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:

(in thousands)

 

Purchase Price Allocation

 

Real estate assets

 

$

1,379,835

 

Investments in unconsolidated real estate partnerships

 

 

35,942

 

Real estate assets

 

 

1,415,777

 

Cash, accounts receivable and other assets

 

 

51,902

 

Lease intangible assets

 

 

128,663

 

Total assets acquired

 

 

1,596,342

 

 

 

 

Notes payable

 

 

284,706

 

Accounts payable, accrued expenses, and other liabilities

 

 

37,500

 

Lease intangible liabilities

 

 

69,583

 

Total liabilities assumed

 

 

391,789

 

Non-controlling interest

 

 

64,492

 

Total purchase price

 

$

1,140,061

 

The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment and represents management's best estimate of the fair value as of the acquisition date.

 

94


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:

(in years)

 

Weighted Average Amortization Period

 

Assets:

 

 

 

In-place leases

 

 

8.0

 

Above-market leases

 

 

7.0

 

Liabilities:

 

 

 

Below-market leases

 

 

18.5

 

Other Acquisitions

The following tables detail the other properties acquired for the periods set forth below:

 

(in thousands)

 

December 31, 2023

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Regency Ownership

 

Purchase
Price
(1)

 

 

Debt
Assumed,
Net of
Premiums
(1)

 

 

Intangible
Assets
 (1)

 

 

Intangible
Liabilities
(1)

 

5/1/2023

 

Sienna Phase 1

 

Houston, TX

 

Development

 

75%

 

$

2,695

 

 

 

 

 

 

 

 

 

 

5/18/2023

 

SunVet

 

Holbrook, NY

 

Development

 

100%

 

 

24,140

 

 

 

 

 

 

 

 

 

 

10/11/2023

 

Nohl Plaza

 

Orange, CA

 

Operating

 

100%

 

 

25,328

 

 

 

 

 

 

3,940

 

 

 

10,470

 

12/1/2023

 

The Longmeadow Shops

 

Longmeadow, MA

 

Operating

 

100%

 

 

31,400

 

 

 

 

 

 

4,049

 

 

 

1,876

 

Total property acquisitions

 

 

 

 

 

 

 

$

83,563

 

 

 

 

 

 

7,989

 

 

 

12,346

 

(1)
Amounts for purchase price and allocation are reflected at 100%.

 

(in thousands)

 

December 31, 2022

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Regency Ownership

 

Purchase
Price
(1)

 

 

Debt
Assumed,
Net of
Premiums
(1)

 

 

Intangible
Assets
 (1)

 

 

Intangible
Liabilities
(1)

 

3/1/2022

 

Glenwood Green

 

Old Bridge, NJ

 

Development

 

70%

 

$

11,000

 

 

 

 

 

 

 

 

 

 

3/31/2022

 

Island Village

 

Bainbridge Island, WA

 

Operating

 

100%

 

 

30,650

 

 

 

 

 

 

2,900

 

 

 

6,839

 

4/1/2022

 

Apple Valley (2)

 

Apple Valley, MN

 

Operating

 

100%

 

 

34,070

 

 

 

 

 

 

4,773

 

 

 

490

 

4/1/2022

 

Cedar Commons (2)

 

Minneapolis, MN

 

Operating

 

100%

 

 

29,330

 

 

 

 

 

 

4,369

 

 

 

58

 

4/1/2022

 

Corral Hollow (2)

 

Tracy, CA

 

Operating

 

100%

 

 

40,600

 

 

 

 

 

 

3,410

 

 

 

74

 

4/1/2022

 

Shops at the Columbia (2)

 

Washington, DC

 

Operating

 

100%

 

 

14,000

 

 

 

 

 

 

889

 

 

 

181

 

5/6/2022

 

Baederwood Shoppes

 

Jenkintown, PA

 

Operating

 

80%

 

 

51,603

 

 

 

22,779

 

 

 

5,796

 

 

 

1,062

 

10/12/2022

 

East Meadow Plaza

 

East Meadow, NY

 

Operating

 

100%

 

 

30,000

 

 

 

 

 

 

3,295

 

 

 

10,867

 

Total property acquisitions

 

 

 

 

 

 

 

$

241,253

 

 

 

22,779

 

 

 

25,432

 

 

 

19,571

 

(1)
Amounts for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the four property portfolio purchased from an existing unconsolidated real partnership, RegCal, LLC, in which the Company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carry over basis related to its 25% previously owned equity investment in the partnership.

In addition to the acquisitions listed above, the Company acquired, for $9.0 million, the remaining 50% ownership interest from its partner in Kroger New Albany Center, an existing consolidated property.

 

3.
Property Dispositions

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

 

 

 

Year ended December 31,

 

(in thousands, except number sold data)

 

2023

 

 

2022

 

 

2021

 

Net proceeds from sale of real estate investments

 

$

11,167

 

 

 

143,133

 

 

 

206,193

 

Gain on sale of real estate, net of tax

 

$

661

 

 

 

109,005

 

 

 

91,119

 

Provision for impairment of real estate sold

 

$

 

 

 

 

 

 

112

 

Number of operating properties sold

 

 

 

 

 

2

 

 

 

7

 

Number of land parcels sold

 

 

5

 

 

 

5

 

 

 

5

 

Percent interest sold

 

100%

 

 

100%

 

 

 

100

%

 

95


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

 

4.
Investments in Real Estate Partnerships

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

 

 

 

December 31, 2023

 

(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%

 

 

66

 

 

$

144,371

 

 

 

1,475,611

 

 

 

35,901

 

 

 

84,224

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

7,045

 

 

 

139,224

 

 

 

1,630

 

 

 

8,559

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

14

 

 

 

42,994

 

 

 

424,672

 

 

 

1,743

 

 

 

8,769

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

6,123

 

 

 

97,522

 

 

 

2,199

 

 

 

7,383

 

Individual Investors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ballard Bocks

 

49.90%

 

 

2

 

 

 

62,140

 

 

 

120,379

 

 

 

1,486

 

 

 

3,297

 

Town & Country Center

 

35.00%

 

 

1

 

 

 

42,074

 

 

 

224,579

 

 

 

1,075

 

 

 

3,136

 

Others(1)

 

11.80% - 66.67%

 

 

10

 

 

 

65,858

 

 

 

208,006

 

 

 

6,507

 

 

 

19,770

 

Total investments in real estate partnerships

 

 

101

 

 

$

370,605

 

 

 

2,689,993

 

 

 

50,541

 

 

 

135,138

 

(1)
New York Common Retirement Fund (NYC) and RegCal, LLC (RegCal) no longer have any operating properties and any residual balances have been included in Others as of December 31, 2023. The residual balances are primarily made up of the Company’s share of remaining working capital.

 

 

 

December 31, 2022

 

(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%

 

 

66

 

 

$

155,302

 

 

 

1,501,876

 

 

 

35,819

 

 

 

83,989

 

New York Common Retirement Fund (NYC)(1)

 

30.00%

 

 

 

 

 

674

 

 

 

2,468

 

 

 

9,173

 

 

 

35,673

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

7,423

 

 

 

138,493

 

 

 

1,817

 

 

 

9,392

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

13

 

 

 

41,757

 

 

 

405,927

 

 

 

1,735

 

 

 

8,674

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

5,836

 

 

 

96,002

 

 

 

1,669

 

 

 

5,597

 

RegCal, LLC (RegCal)(2)

 

25.00%

 

 

1

 

 

 

5,789

 

 

 

24,326

 

 

 

4,499

 

 

 

18,258

 

Individual Investors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ballard Bocks

 

49.90%

 

 

2

 

 

 

62,624

 

 

 

126,482

 

 

 

1,300

 

 

 

2,925

 

Town & Country Center

 

35.00%

 

 

1

 

 

 

40,409

 

 

 

206,931

 

 

 

819

 

 

 

2,404

 

Others

 

50.00%

 

 

5

 

 

 

30,563

 

 

 

105,500

 

 

 

2,993

 

 

 

6,254

 

Total investments in real estate partnerships

 

 

96

 

 

$

350,377

 

 

 

2,608,005

 

 

 

59,824

 

 

 

173,166

 

(1)
On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow final distributions, which are expected in 2024.
(2)
During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC, partnership for a total purchase price of $88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements.

 

96


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

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

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Investments in real estate, net

 

$

2,432,859

 

 

 

2,359,289

 

Acquired lease intangible assets, net

 

 

16,723

 

 

 

16,821

 

Other assets

 

 

240,411

 

 

 

231,895

 

Total assets

 

$

2,689,993

 

 

 

2,608,005

 

Notes payable

 

$

1,499,702

 

 

 

1,398,297

 

Acquired lease intangible liabilities, net

 

 

15,112

 

 

 

17,619

 

Other liabilities

 

 

80,457

 

 

 

81,714

 

Capital - Regency

 

 

418,205

 

 

 

412,784

 

Capital - Third parties

 

 

676,517

 

 

 

697,591

 

Total liabilities and capital

 

$

2,689,993

 

 

 

2,608,005

 

The following table reconciles the Company's capital recorded by the unconsolidated partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheet:

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Capital - Regency

 

$

418,205

 

 

 

412,784

 

Basis difference

 

 

(47,600

)

 

 

(62,407

)

Investments in real estate partnerships

 

$

370,605

 

 

 

350,377

 

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)

 

2023

 

 

2022

 

 

2021

 

Total revenues

 

$

390,843

 

 

 

378,096

 

 

 

416,222

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

88,974

 

 

 

86,193

 

 

 

94,026

 

Property operating expense

 

 

65,509

 

 

 

61,224

 

 

 

66,061

 

Real estate taxes

 

 

47,529

 

 

 

42,010

 

 

 

54,618

 

General and administrative

 

 

5,008

 

 

 

5,615

 

 

 

5,837

 

Other operating expenses

 

 

3,119

 

 

 

3,851

 

 

 

3,624

 

Total operating expenses

 

$

210,139

 

 

 

198,893

 

 

 

224,166

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

56,706

 

 

 

54,874

 

 

 

58,109

 

Gain on sale of real estate

 

 

(11,140

)

 

 

(49,424

)

 

 

(75,162

)

Early extinguishment of debt

 

 

 

 

 

587

 

 

 

 

Provision for impairment

 

 

 

 

 

 

 

 

9,833

 

Total other expense (income)

 

 

45,566

 

 

 

6,037

 

 

 

(7,220

)

Net income of the Partnerships

 

$

135,138

 

 

 

173,166

 

 

 

199,276

 

The Company's share of net income of the Partnerships

 

$

50,541

 

 

 

59,824

 

 

 

47,086

 

 

97


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships for the periods set forth below:

(in thousands)

 

Year ended December 31, 2023

 

Date
Purchased

 

Property
Name

 

City/State

 

Property
Type

 

Real Estate Partner

 

Ownership
%

 

Purchase Price (1)

 

 

Debt Assumed, Net of Premiums (1)

 

 

Intangible Assets (1)

 

 

Intangible Liabilities (1)

 

9/19/2023

 

Old Town Square

 

Chicago, IL

 

Operating

 

Other

 

20%

 

 

27,510

 

 

 

 

 

 

3,625

 

 

 

503

 

Total property acquisitions

 

 

 

 

 

 

 

 

 

$

27,510

 

 

 

 

 

 

3,625

 

 

 

503

 

(1)
Amounts reflected for purchase price and allocation are reflected at 100%.

 

(in thousands)

 

Year ended December 31, 2022

 

Date
Purchased

 

Property
Name

 

City/State

 

Property
Type

 

Real Estate Partner

 

Ownership
%

 

Purchase Price (1)

 

 

Debt Assumed, Net of Premiums (1)

 

 

Intangible Assets (1)

 

 

Intangible Liabilities (1)

 

03/25/22

 

Naperville Plaza

 

Naperville, IL

 

Operating

 

Columbia II

 

20.00%

 

$

52,380

 

 

 

22,074

 

 

 

4,336

 

 

 

814

 

06/24/22

 

Baybrook East 1B

 

Houston, TX

 

Development

 

Other

 

50.00%

 

$

5,540

 

 

 

 

 

 

 

 

 

 

Total property acquisitions

 

 

 

 

 

 

 

 

 

$

57,920

 

 

 

22,074

 

 

 

4,336

 

 

 

814

 

(1)
Amounts reflected for purchase price and allocation are reflected at 100%.

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)

 

2023

 

 

2022

 

 

2021

 

Proceeds from sale of real estate investments

 

$

30,659

 

 

 

116,377

 

 

 

224,708

 

Gain on sale of real estate

 

$

11,140

 

 

 

49,424

 

 

 

75,162

 

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

 

$

3,161

 

 

 

12,748

 

 

 

9,380

 

Number of operating properties sold

 

 

1

 

 

 

4

 

 

 

4

 

Number of land out-parcels sold

 

 

 

 

 

 

 

 

1

 

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2023, were as follows:

(in thousands)
Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency's
Pro-Rata
Share

 

2024

 

$

3,718

 

 

 

33,690

 

 

 

 

 

 

37,408

 

 

 

14,678

 

2025

 

 

6,094

 

 

 

147,222

 

 

 

 

 

 

153,316

 

 

 

48,506

 

2026

 

 

7,393

 

 

 

233,147

 

 

 

41,800

 

 

 

282,340

 

 

 

89,520

 

2027

 

 

7,576

 

 

 

32,800

 

 

 

 

 

 

40,376

 

 

 

13,669

 

2028

 

 

4,267

 

 

 

246,605

 

 

 

 

 

 

250,872

 

 

 

92,027

 

Beyond 5 Years

 

 

6,688

 

 

 

739,324

 

 

 

 

 

 

746,012

 

 

 

280,328

 

Net unamortized loan costs, debt premium / (discount)

 

 

 

 

 

(10,622

)

 

 

 

 

 

(10,622

)

 

 

(3,872

)

Total notes payable

 

$

35,736

 

 

 

1,422,166

 

 

 

41,800

 

 

 

1,499,702

 

 

 

534,856

 

These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 95.4% having a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.2% at December 31, 2023.

 

98


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate partner was unable to fund its share of the capital requirements of the real estate partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.

Management fee income

In addition to earning our Pro-rata share of net income or loss in each of these real estate partnerships, we receive fees as discussed in Note 1, as follows:

 

 

 

Year ended December 31,

 

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

 

Asset management, property management, leasing, and investment and financing services

 

$

26,954

 

 

 

25,851

 

 

 

40,301

 

(1)

(1)
In connection with the USAA partnership, we received and recognized a one-time promote fee of $13.6 million during the year ended December 31, 2021, in consideration for exceeding return thresholds resulting from our performance as managing member.
5.
Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:

 

(in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

Goodwill

 

$

167,062

 

 

 

167,062

 

Investments

 

 

51,992

 

 

 

54,581

 

Prepaid and other

 

 

40,635

 

 

 

28,615

 

Derivative assets

 

 

14,213

 

 

 

6,575

 

Furniture, fixtures, and equipment, net

 

 

6,662

 

 

 

5,808

 

Deferred financing costs, net

 

 

2,865

 

 

 

5,156

 

Total other assets

 

$

283,429

 

 

 

267,797

 

The following table presents the goodwill balances and activity during the year to date periods ended:

 

 

December 31, 2023

 

 

December 31, 2022

 

(in thousands)

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

Beginning of year balance

 

$

300,496

 

 

 

(133,434

)

 

 

167,062

 

 

$

300,529

 

 

 

(133,434

)

 

 

167,095

 

Goodwill allocated to Properties held for sale

 

 

(5,972

)

 

 

5,972

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill associated with disposed reporting units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill allocated to Gain on sale of real estate

 

 

 

 

 

 

 

 

 

 

 

(33

)

 

 

 

 

 

(33

)

End of year balance

 

$

294,524

 

 

 

(127,462

)

 

 

167,062

 

 

$

300,496

 

 

 

(133,434

)

 

 

167,062

 

As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

99


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

6.
Acquired Lease Intangibles

The Company had the following acquired lease intangibles as of the periods set forth below:

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

In-place leases

 

$

543,892

 

 

 

452,868

 

Above-market leases

 

 

103,896

 

 

 

82,930

 

Total intangible assets

 

 

647,788

 

 

 

535,798

 

Accumulated amortization

 

 

(364,413

)

 

 

(338,053

)

Acquired lease intangible assets, net

 

$

283,375

 

 

 

197,745

 

Below-market leases

 

 

609,369

 

 

 

547,519

 

Accumulated amortization

 

 

(211,067

)

 

 

(193,315

)

Acquired lease intangible liabilities, net

 

$

398,302

 

 

 

354,204

 

The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

 

Line item in Consolidated Statements of Operations

In-place lease amortization

 

$

44,102

 

 

 

34,568

 

 

 

33,621

 

 

Depreciation and amortization

Above-market lease amortization

 

 

6,571

 

 

 

5,828

 

 

 

5,487

 

 

Lease income

Acquired lease intangible asset amortization

 

$

50,673

 

 

 

40,396

 

 

 

39,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market lease amortization

 

$

37,831

 

 

 

28,642

 

 

 

30,378

 

 

Lease income

The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:

(in thousands)

 

 

 

 

 

 

In Process Year Ending
December 31,

 

Amortization of
In-place lease intangibles

 

 

Net accretion of Above
/ Below market lease
intangibles

 

2024

 

$

45,098

 

 

 

22,598

 

2025

 

 

33,012

 

 

 

21,953

 

2026

 

 

26,791

 

 

 

21,216

 

2027

 

 

21,185

 

 

 

20,207

 

2028

 

 

16,764

 

 

 

20,065

 

 

7.
Leases

Lessor Accounting

Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance ("Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.

Variable lease income includes the following two main items in the lease contracts:

(i)
Recoveries from tenants represent the tenants' contractual obligations to reimburse the Company for their portion of recoverable costs incurred. Generally, the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.
(ii)
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

100


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:

(in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

 

December 31, 2021

 

Operating lease income

 

 

 

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

928,364

 

 

 

851,409

 

 

 

797,502

 

Variable lease income

 

 

324,037

 

 

 

287,149

 

 

 

262,619

 

Other lease related income, net:

 

 

 

 

 

 

 

 

 

Above/below market rent and tenant rent inducement amortization, net

 

 

30,826

 

 

 

22,543

 

 

 

24,539

 

Uncollectible straight-line rent

 

 

1,261

 

 

 

12,510

 

 

 

5,227

 

Uncollectible amounts billable in lease income

 

 

(549

)

 

 

13,841

 

 

 

23,481

 

Total lease income

 

$

1,283,939

 

 

 

1,187,452

 

 

 

1,113,368

 

Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:

(in thousands)

 

 

 

For the year ended December 31,

 

December 31, 2023

 

2024

 

$

972,980

 

2025

 

 

872,330

 

2026

 

 

757,633

 

2027

 

 

633,290

 

2028

 

 

480,640

 

Thereafter

 

 

1,740,783

 

Total

 

$

5,457,656

 

At December 31, 2023, the Company had one lease classified as a sales-type lease, with lease income recorded over the lease term in the form of variable interest income representing the constant periodic rate of return on the Company’s net investment in the lease, and fixed contractual obligations.

Lessee Accounting

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.

The Company has 21 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2121, and in most cases, provide for renewal options.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in many cases, provide for renewal options.

The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements of Operations.

 

101


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Operating lease expense under the Company's ground and office leases were as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:

(in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

 

December 31, 2021

 

Fixed operating lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

$

14,727

 

 

 

13,759

 

 

 

13,862

 

Office leases

 

 

4,103

 

 

 

4,162

 

 

 

4,309

 

Total fixed operating lease expense

 

 

18,830

 

 

 

17,921

 

 

 

18,171

 

Variable lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

 

1,586

 

 

 

1,591

 

 

 

1,032

 

Office leases

 

 

729

 

 

 

611

 

 

 

615

 

Total variable lease expense

 

 

2,315

 

 

 

2,202

 

 

 

1,647

 

Total lease expense

 

$

21,145

 

 

 

20,123

 

 

 

19,818

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

 

 

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

15,823

 

 

 

14,656

 

 

 

15,165

 

The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2023, and provides a reconciliation to the Lease liability included in the accompanying Consolidated Balance Sheets:

(in thousands)

 

Lease Liabilities

 

For the year ended December 31,

 

Ground Leases

 

 

Office Leases

 

 

Total

 

2024

 

$

12,955

 

 

 

3,082

 

 

 

16,037

 

2025

 

 

12,962

 

 

 

3,464

 

 

 

16,426

 

2026

 

 

12,883

 

 

 

3,331

 

 

 

16,214

 

2027

 

 

12,909

 

 

 

2,151

 

 

 

15,060

 

2028

 

 

13,051

 

 

 

1,305

 

 

 

14,356

 

Thereafter

 

 

702,602

 

 

 

312

 

 

 

702,914

 

Total undiscounted lease liabilities

 

$

767,362

 

 

 

13,645

 

 

 

781,007

 

Present value discount

 

 

(533,777

)

 

 

(1,167

)

 

 

(534,944

)

Lease liabilities

 

$

233,585

 

 

 

12,478

 

 

 

246,063

 

Weighted average discount rate

 

 

5.5

%

 

 

3.7

%

 

 

 

Weighted average remaining term (in years)

 

 

49.4

 

 

 

4.1

 

 

 

 

 

8. Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes. The following table summarizes the tax status of dividends paid on our common stock:

 

 

Year ended December 31,

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

Dividend per share

 

$

2.56

 

(1)

 

2.53

 

(2)

 

2.53

 

 (3)

Ordinary income

 

 

100

%

 

 

100

%

 

 

92

%

 

Capital gain (4)

 

 

%

 

 

%

 

 

8

%

 

Additional tax status information:

 

 

 

 

 

 

 

 

 

 

Qualified dividend income

 

 

%

 

 

%

 

 

1

%

 

Section 199A dividend

 

 

100

%

 

 

100

%

 

 

91

%

 

Section 897 ordinary dividends

 

 

%

 

 

%

 

 

2

%

 

Section 897 capital gains

 

 

%

 

 

%

 

 

4

%

 

(1)
During 2023, the Company declared four quarterly dividends, the last of which was paid on January 3, 2024, with a portion allocated to the 2023 dividend period, and the balance allocated to 2024.
(2)
During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a portion allocated to the 2022 dividend period, and the balance allocated to 2023.
(3)
During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with a portion allocated to the 2021 dividend period, and the balance allocated to 2022.
(4)
Of the total capital gain distribution during 2021, 42% is excluded under Reg. 1.1061-4(b)(7). The remaining 58% is a Three Year Amount under Reg. 1.1061-6(c).

102


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The following table summarizes the tax status of dividends paid on our Series A preferred stock:

 

 

Year ended December 31,

 

 

 

2023

 

Dividend per share

 

$

0.39

 

Ordinary income

 

 

100

%

Capital gain

 

 

%

Additional tax status information:

 

 

 

Qualified dividend income

 

 

%

Section 199A dividend

 

 

100

%

Section 897 ordinary dividends

 

 

%

Section 897 capital gains

 

 

%

The following table summarizes the tax status of dividends paid on our Series B preferred stock:

 

 

Year ended December 31,

 

 

 

2023

 

Dividend per share

 

$

0.37

 

Ordinary income

 

 

100

%

Capital gain

 

 

%

Additional tax status information:

 

 

 

Qualified dividend income

 

 

%

Section 199A dividend

 

 

100

%

Section 897 ordinary dividends

 

 

%

Section 897 capital gains

 

 

%

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 was as follows:

 

 

Year ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current

 

$

796

 

 

 

(332

)

 

 

620

 

Deferred

 

 

99

 

 

 

293

 

 

 

421

 

Total income tax expense (benefit) (1)

 

$

895

 

 

 

(39

)

 

 

1,041

 

(1)
Included within Other operating expenses in the Consolidated Statements of Operations.

The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as follows:

 

 

Year ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

Computed expected tax expense (benefit)

 

$

371

 

 

 

504

 

 

 

544

 

State income tax, net of federal benefit

 

 

60

 

 

 

52

 

 

 

477

 

Valuation allowance

 

 

227

 

 

 

(323

)

 

 

15

 

Permanent items

 

 

2

 

 

 

1

 

 

 

1

 

All other items

 

 

235

 

 

 

(273

)

 

 

4

 

Total income tax expense (1)

 

 

895

 

 

 

(39

)

 

 

1,041

 

Income tax expense attributable to operations (1)

 

$

895

 

 

 

(39

)

 

 

1,041

 

(1)
Included within Other operating expenses in the Consolidated Statements of Operations.

103


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Deferred tax assets

 

 

 

 

 

 

Other

 

 

1,893

 

 

 

1,007

 

Deferred tax assets

 

 

1,893

 

 

 

1,007

 

Valuation allowance

 

 

(1,893

)

 

 

(1,007

)

Deferred tax assets, net

 

$

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Fixed assets

 

 

(12,563

)

 

 

(12,527

)

Other

 

 

(780

)

 

 

(61

)

Deferred tax liabilities

 

 

(13,343

)

 

 

(12,588

)

Net deferred tax liabilities

 

$

(13,343

)

 

 

(12,588

)

 

The Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning strategies are implemented.

9.
Notes Payable and Unsecured Credit Facility

The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:

 

 

 

Maturing
Through

 

Weighted
Average
Contractual
Rate

 

Weighted
Average
Effective
Rate

 

December 31,

 

(in thousands)

 

 

 

 

 

 

 

2023

 

 

2022

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

6/1/2037

 

3.8%

 

4.2%

 

$

449,615

 

 

 

342,135

 

Variable rate mortgage loans (1)

 

1/31/2032

 

4.2%

 

4.3%

 

 

299,579

 

 

 

136,246

 

Fixed rate unsecured debt

 

3/15/2049

 

3.8%

 

4.0%

 

 

3,252,755

 

 

 

3,248,373

 

Total notes payable

 

 

 

 

 

 

 

 

4,001,949

 

 

 

3,726,754

 

Unsecured credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

$1.25 Billion Line of Credit (the "Line") (2)

 

3/23/2025

 

6.3%

 

6.6%

 

 

152,000

 

 

 

 

Total unsecured credit facilities

 

 

 

 

 

 

 

 

152,000

 

 

 

 

Total debt outstanding

 

 

 

 

 

 

 

$

4,153,949

 

 

 

3,726,754

 

(1)
As of December 31, 2023, 15 of these 17 variable rate loans, representing $294.9 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the 15 loans range from 2.5% to 6.7%.
(2)
Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate. In January 2024, the Company amended its Line to, among other items, increase the borrowing capacity to $1.5 billion and to extend the expiration date to March, 2028 with the option to extend the expiration for two additional six-month period.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2023, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

104


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2023, the Line had a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line bears interest at a variable rate of SOFR plus a 0.10% market adjustment and an applicable margin of 0.865%, and is subject to a commitment fee of 0.15%. Both the applicable margin and the commitment fee are based on the Company's corporate credit rating.

The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2023, the Company is in compliance with all financial covenants for the Line.

On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured debt due in 2034, and were issued at 99.617% of par value with a coupon of 5.250%.

On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The maturity date of the Credit Agreement is March 23, 2028 with the option to extend the expiration for two additional six month periods.

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:

 

(in thousands)

 

December 31, 2023

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities
 (1)

 

 

Total

 

2024

 

$

12,398

 

 

 

133,580

 

 

 

250,000

 

 

 

395,978

 

2025

 

 

11,094

 

 

 

52,537

 

 

 

402,000

 

 

 

465,631

 

2026

 

 

11,426

 

 

 

147,847

 

 

 

200,000

 

 

 

359,273

 

2027

 

 

8,612

 

 

 

222,558

 

 

 

525,000

 

 

 

756,170

 

2028

 

 

7,011

 

 

 

36,570

 

 

 

300,000

 

 

 

343,581

 

Beyond 5 Years

 

 

8,070

 

 

 

106,130

 

 

 

1,750,000

 

 

 

1,864,200

 

Unamortized debt premium/(discount) and issuance costs

 

 

 

 

 

(8,640

)

 

 

(22,244

)

 

 

(30,884

)

Total

 

$

58,611

 

 

 

690,582

 

 

 

3,404,756

 

 

 

4,153,949

 

(1)
Includes unsecured public and private debt and unsecured credit facilities.

 

105


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:

Assumed fixed rate debt of $130.0 million in the aggregate (including a mark to market debt discount of $13.6 million) that, on a property-by-property basis, encumbers 11 operating properties, and includes one unsecured note. This indebtedness has scheduled maturity dates ranging from August 2024 to June 2037, and accrues interest at rates ranging from 3.5% to 5.6% per annum.
Assumed variable rate debt of $154.7 million in the aggregate (including a mark to market debt premium of $1.1 million) that collectively encumbers 9 operating properties. This indebtedness has interest rate swaps in place to mitigate rate fluctuation risk. Based on these swap agreements, the effective fixed rates range from 3.1% to 4.8% per annum. The scheduled maturity dates range from August 2024 to January 2032.

The Company was in compliance as of December 31, 2023, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

10.
Derivative Instruments

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:

 

 

 

 

 

 

 

 

 

 

 

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

 

2023

 

 

2022

 

12/1/22

 

3/17/25

 

 

24,000

 

 

SOFR

 

1.443%

 

 

873

 

 

 

1,443

 

12/16/22

 

6/2/27

 

 

34,873

 

 

SOFR

 

2.261%

 

 

1,540

 

 

 

2,158

 

1/17/23(2)

 

8/15/24

 

 

13,033

 

 

SOFR

 

3.995%

 

 

196

 

 

 

-

 

7/17/17(2)

 

7/1/27

 

 

43,150

 

 

SOFR

 

1.498%

 

 

3,041

 

 

 

-

 

9/21/16(2)

 

10/1/26

 

 

8,768

 

 

SOFR

 

1.475%

 

 

526

 

 

 

-

 

8/16/18(2)

 

8/15/28

 

 

8,764

 

 

SOFR

 

4.830%

 

 

214

 

 

 

-

 

3/18/19(2)

 

4/1/29

 

 

23,078

 

 

SOFR

 

3.165%

 

 

473

 

 

 

-

 

2/1/22(2)

 

2/1/32

 

 

33,667

 

 

SOFR

 

3.053%

 

 

4,879

 

 

 

-

 

1/3/23(2)

 

7/1/29

 

 

10,944

 

 

SOFR

 

3.633%

 

 

861

 

 

 

-

 

1/3/23(2)

 

11/1/24

 

 

5,000

 

 

SOFR

 

3.705%

 

 

106

 

 

 

-

 

2/24/23

 

12/31/26

 

 

15,342

 

 

SOFR

 

4.229%

 

 

(212

)

 

 

152

 

2/21/23

 

12/21/26

 

 

24,365

 

 

SOFR

 

1.684%

 

 

1,386

 

 

 

1,939

 

9/19/23

 

9/19/28

 

 

30,919

 

 

SOFR

 

4.314%

 

 

(1,008

)

 

 

883

 

10/31/17(2)

 

10/1/24

 

 

6,025

 

 

SOFR

 

2.334%

 

 

118

 

 

 

-

 

12/1/23

 

12/1/26

 

 

13,000

 

 

SOFR

 

4.060%

 

 

(115

)

 

 

-

 

Total derivative financial instruments

 

 

 

 

 

 

$

12,878

 

 

 

6,575

 

(1)
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2)
Derivative instruments assumed as part of the UBP acquisitions.

106


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of December 31, 2023, does not have any derivatives that are not designated as hedges.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:

Location and Amount of Gain (Loss)
Recognized in OCI on Derivative

 

 

Location and Amount of Loss (Gain)
Reclassified from AOCI into Income

 

 

Total amounts presented in the Consolidated
Statements of Operations in which the effects
of cash flow hedges are recorded

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

 

2023

 

 

2022

 

 

2021

 

Interest
rate swaps

 

$

(2,448

)

 

 

20,061

 

 

 

5,391

 

 

Interest
expense, net

 

$

(7,536

)

 

 

833

 

 

 

4,141

 

 

Interest
expense, net

 

$

154,249

 

 

 

146,186

 

 

 

145,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Early extinguishment of debt

 

$

(99

)

 

 

 

 

 

 

 

As of December 31, 2023, the Company expects approximately $10.6 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

11.
Fair Value Measurements
(a)
Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except for the following:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable

 

$

2,109

 

 

 

2,109

 

 

$

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net

 

$

4,001,949

 

 

 

3,763,152

 

 

$

3,726,754

 

 

 

3,333,378

 

Unsecured credit facilities

 

$

152,000

 

 

 

152,000

 

 

$

 

 

 

 

 

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2023 and 2022, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

107


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

(b)
Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $4.2 million for the year ended December 31, 2023, unrealized losses of $8.0 million for the year ended December 31, 2022 and unrealized gains of $1.7 million for the year ended December 31, 2021.

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through Other comprehensive income.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

 

 

 

Fair Value Measurements as of December 31, 2023

 

(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

 

$

37,039

 

 

 

37,039

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

14,953

 

 

 

 

 

 

14,953

 

 

 

 

Interest rate derivatives

 

 

14,213

 

 

 

 

 

 

14,213

 

 

 

 

Total

 

$

66,205

 

 

 

37,039

 

 

 

29,166

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(1,335

)

 

 

 

 

 

(1,335

)

 

 

 

 

108


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

 

 

 

Fair Value Measurements as of December 31, 2022

 

(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

 

$

40,089

 

 

 

40,089

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

14,492

 

 

 

 

 

 

14,492

 

 

 

 

Interest rate derivatives

 

 

6,575

 

 

 

 

 

 

6,575

 

 

 

 

Total

 

$

61,156

 

 

 

40,089

 

 

 

21,067

 

 

 

 

During the year ended December 31, 2023 and December 31, 2022, there were no real estate assets re-measured to estimated fair value on a nonrecurring basis.

12.
Equity and Capital

UBP Acquisition

See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:

 

Preferred Stock Outstanding as of December 31, 2023

 

Date of Issuance

 

Shares Issued and Outstanding

 

 

Liquidation Preference

 

 

Distribution Rate

 

Callable By Company

Series A

8/18/2023

 

 

4,600,000

 

 

$

115,000,000

 

 

6.250%

 

On demand

Series B

8/18/2023

 

 

4,400,000

 

 

 

110,000,000

 

 

5.875%

 

On or after 10/1/2024

 

 

 

 

9,000,000

 

 

$

225,000,000

 

 

 

 

 

 

Each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1, 2024. The holders of the Preferred Stock have general preference rights over common stock holders with respect to liquidation and quarterly distributions. Except under certain limited conditions, holders of the Preferred Stock will not be entitled to vote. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.

Dividends Declared

On February 7, 2024, the Board:

Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2024; and
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2024 The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 2024.

 

109


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

Common Stock of the Parent Company

Dividends Declared

On February 7, 2024, the Board declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13, 2024.

At the Market ("ATM") Program

Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during 2023. As of December 31, 2023, $500 million of common stock remained available for issuance under this ATM equity program.

Stock Repurchase Program

The Board has authorized a two-year common stock repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any will be dependent upon market conditions and other factors. The stock repurchased, if not retired, would be treated as treasury stock. The Board's authorization for this Repurchase Program will expire on February 7, 2025, unless modified, extended or earlier terminated by the Board.

During the year ended December 31, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates. At December 31, 2023, $230.0 million remained available under this Repurchase Program.

Preferred Units of the Operating Partnership

The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by RCLP is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Company.

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as described above. During the year ended December 31, 2023, the Operating Partnership issued 520,589 exchangeable operating partnership units, valued at $31.3 million, as partial purchase price consideration for the acquisition of two properties. In addition, 3,340 Partnership Units were converted to Parent Company common stock, and 151,228 Partnership Units were converted to $9.2 million in cash at the Parent Company's election.

General Partners

The Parent Company, as general partner, owned the following Partnership Units outstanding:

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Partnership units owned by the general partner

 

 

184,581

 

 

 

171,125

 

Partnership units owned by the limited partners

 

 

1,108

 

 

 

741

 

Total partnership units outstanding

 

 

185,689

 

 

 

171,866

 

Percentage of partnership units owned by the general partner

 

 

99.4

%

 

 

99.6

%

 

 

110


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

 

13.
Stock-Based Compensation

The Company recorded stock-based compensation in General and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below:

 

 

Year ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

Restricted stock (1)

 

$

17,277

 

 

 

16,667

 

 

 

12,651

 

Directors' fees paid in common stock and other employee stock grants

 

 

590

 

 

 

589

 

 

 

530

 

Capitalized stock-based compensation

 

 

(954

)

 

 

(735

)

 

 

(666

)

Stock-based compensation, net of capitalization

 

$

16,913

 

 

 

16,521

 

 

 

12,515

 

(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.

The Company established its Omnibus Incentive Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2023, there were 4.1 million shares available for grant under the Plan.

Restricted Stock Awards

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.

 

111


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The following table summarizes non-vested restricted stock activity:

 

 

Year ended December 31, 2023

 

 

 

Number of Shares

 

 

Intrinsic Value (in thousands)

 

 

Weighted Average Grant Price

 

Non-vested as of December 31, 2022

 

 

711,699

 

 

 

 

 

 

 

Time-based awards granted  (1) (4)

 

 

162,616

 

 

 

 

 

$

66.62

 

Performance-based awards granted (2) (4)

 

 

15,882

 

 

 

 

 

$

67.53

 

Market-based awards granted (3) (4)

 

 

129,305

 

 

 

 

 

$

70.47

 

Change in market-based awards earned for performance (3)

 

 

36,483

 

 

 

 

 

$

66.78

 

Vested (5)

 

 

(299,938

)

 

 

 

 

$

65.74

 

Forfeited

 

 

(1,529

)

 

 

 

 

$

65.38

 

Non-vested as of December 31, 2023 (6)

 

 

754,518

 

 

$

50,553

 

 

 

 

(1)
Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
(2)
Performance-based awards are earned subject to future performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.
(3)
Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of 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,

 

 

 

2023

 

 

2022

 

 

2021

 

Volatility

 

 

45.50

%

 

 

43.10

%

 

 

42.60

%

Risk free interest rate

 

 

3.75

%

 

 

1.39

%

 

 

0.18

%

(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:

 

 

Year ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Weighted-average grant price for restricted stock

 

$

68.28

 

 

$

72.86

 

 

$

46.55

 

(5)
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):

 

 

Year ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Intrinsic value of restricted stock vested

 

$

19,717

 

 

$

17,797

 

 

$

10,939

 

(6)
As of December 31, 2023, there was $20.3 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

 

112


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

 

14.
Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2023. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $5.3 million, $4.4 million, and $4.1 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Non-Qualified Deferred Compensation Plan ("NQDCP")

The Company maintains 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)

 

2023

 

 

2022

 

 

Location in Consolidated Balance Sheets

Assets:

 

 

 

 

 

 

 

 

Securities

 

$

31,852

 

 

 

36,163

 

 

Other assets

Liabilities:

 

 

 

 

 

 

 

 

Deferred compensation obligation

 

$

31,770

 

 

 

36,085

 

 

Accounts payable and other liabilities

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment (income) loss in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within shareholders' equity.

15.
Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2021

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common shareholders - basic

 

$

359,500

 

 

 

482,865

 

 

 

361,411

 

Income attributable to common shareholders - diluted

 

$

359,500

 

 

 

482,865

 

 

 

361,411

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

176,085

 

 

 

171,404

 

 

 

170,236

 

Weighted average common shares outstanding for diluted EPS (1) (2)

 

 

176,371

 

 

 

171,791

 

 

 

170,694

 

Income per common share – basic

 

$

2.04

 

 

 

2.82

 

 

 

2.12

 

Income per common share – diluted

 

$

2.04

 

 

 

2.81

 

 

 

2.12

 

(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.

113


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2023

 

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per share calculations.

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2021

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common unit holders - basic

 

$

361,508

 

 

 

484,970

 

 

 

363,026

 

Income attributable to common unit holders - diluted

 

$

361,508

 

 

 

484,970

 

 

 

363,026

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

177,038

 

 

 

172,152

 

 

 

170,998

 

Weighted average common units outstanding for diluted EPU (1) (2)

 

 

177,324

 

 

 

172,540

 

 

 

171,456

 

Income per common unit – basic

 

$

2.04

 

 

 

2.82

 

 

 

2.12

 

Income per common unit – diluted

 

$

2.04

 

 

 

2.81

 

 

 

2.12

 

(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.

 

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common unit holders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per unit calculations.

16.
Commitments and Contingencies

Litigation

The Company is a party to litigation, and is subject to other disputes, in each case that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $8.5 million and $9.4 million in letters of credit outstanding as of December 31, 2023, and 2022, respectively.

114


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

101 7th Avenue

 

$

48,340

 

 

 

34,895

 

 

 

(57,260

)

 

 

15,378

 

 

 

10,597

 

 

 

25,975

 

 

 

(1,818

)

 

 

24,157

 

 

 

 

111 Kraft Avenue

 

 

1,220

 

 

 

3,932

 

 

 

 

 

 

1,220

 

 

 

3,932

 

 

 

5,152

 

 

 

(39

)

 

 

5,113

 

 

 

 

1175 Third Avenue

 

 

40,560

 

 

 

25,617

 

 

 

866

 

 

 

40,560

 

 

 

26,483

 

 

 

67,043

 

 

 

(4,243

)

 

 

62,800

 

 

 

 

1225-1239 Second Ave

 

 

23,033

 

 

 

17,173

 

 

 

(33

)

 

 

23,033

 

 

 

17,140

 

 

 

40,173

 

 

 

(3,637

)

 

 

36,536

 

 

 

 

200 Potrero

 

 

4,860

 

 

 

2,251

 

 

 

135

 

 

 

4,860

 

 

 

2,386

 

 

 

7,246

 

 

 

(535

)

 

 

6,711

 

 

 

 

22 Crescent Road

 

 

2,198

 

 

 

272

 

 

 

(318

)

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

25 Valley Drive

 

 

3,141

 

 

 

2,945

 

 

 

 

 

 

3,141

 

 

 

2,945

 

 

 

6,086

 

 

 

(37

)

 

 

6,049

 

 

 

 

260-270 Sawmill Road

 

 

3,943

 

 

 

58

 

 

 

 

 

 

3,943

 

 

 

58

 

 

 

4,001

 

 

 

(1

)

 

 

4,000

 

 

 

 

27 Purchase Street

 

 

903

 

 

 

2,239

 

 

 

 

 

 

903

 

 

 

2,239

 

 

 

3,142

 

 

 

(21

)

 

 

3,121

 

 

 

 

321-323 Railroad Ave

 

 

3,044

 

 

 

2,414

 

 

 

1

 

 

 

3,044

 

 

 

2,415

 

 

 

5,459

 

 

 

(29

)

 

 

5,430

 

 

 

 

410 South Broadway

 

 

2,372

 

 

 

1,603

 

 

 

 

 

 

2,372

 

 

 

1,603

 

 

 

3,975

 

 

 

(15

)

 

 

3,960

 

 

 

 

470 Main Street

 

 

1,021

 

 

 

4,361

 

 

 

(1

)

 

 

1,021

 

 

 

4,360

 

 

 

5,381

 

 

 

(70

)

 

 

5,311

 

 

 

 

48 Purchase Street

 

 

1,214

 

 

 

4,414

 

 

 

6

 

 

 

1,214

 

 

 

4,420

 

 

 

5,634

 

 

 

(42

)

 

 

5,592

 

 

 

 

4S Commons Town Center

 

 

30,760

 

 

 

35,830

 

 

 

3,021

 

 

 

30,812

 

 

 

38,799

 

 

 

69,611

 

 

 

(30,862

)

 

 

38,749

 

 

 

(79,032

)

530 Old Post Rd

 

 

1,673

 

 

 

552

 

 

 

 

 

 

1,673

 

 

 

552

 

 

 

2,225

 

 

 

(11

)

 

 

2,214

 

 

 

 

6401 Roosevelt

 

 

2,685

 

 

 

934

 

 

 

288

 

 

 

2,685

 

 

 

1,222

 

 

 

3,907

 

 

 

(139

)

 

 

3,768

 

 

 

 

7 Riversville

 

 

2,170

 

 

 

1,634

 

 

 

 

 

 

2,170

 

 

 

1,634

 

 

 

3,804

 

 

 

(20

)

 

 

3,784

 

 

 

 

90 - 30 Metropolitan Avenue

 

 

16,614

 

 

 

24,171

 

 

 

343

 

 

 

16,614

 

 

 

24,514

 

 

 

41,128

 

 

 

(4,940

)

 

 

36,188

 

 

 

 

91 Danbury Road

 

 

732

 

 

 

851

 

 

 

25

 

 

 

732

 

 

 

876

 

 

 

1,608

 

 

 

(220

)

 

 

1,388

 

 

 

 

970 High Ridge Center

 

 

5,695

 

 

 

5,204

 

 

 

(1

)

 

 

5,695

 

 

 

5,203

 

 

 

10,898

 

 

 

(67

)

 

 

10,831

 

 

 

 

Airport Plaza

 

 

1,293

 

 

 

11,119

 

 

 

 

 

 

1,293

 

 

 

11,119

 

 

 

12,412

 

 

 

(119

)

 

 

12,293

 

 

 

 

Alafaya Village

 

 

3,004

 

 

 

5,852

 

 

 

220

 

 

 

3,004

 

 

 

6,072

 

 

 

9,076

 

 

 

(1,398

)

 

 

7,678

 

 

 

 

Alden Bridge

 

 

17,014

 

 

 

21,958

 

 

 

623

 

 

 

17,014

 

 

 

22,581

 

 

 

39,595

 

 

 

(2,363

)

 

 

37,232

 

 

 

(26,000

)

Aldi Square

 

 

6,394

 

 

 

1,704

 

 

 

 

 

 

6,394

 

 

 

1,704

 

 

 

8,098

 

 

 

(41

)

 

 

8,057

 

 

 

 

Amerige Heights Town Center

 

 

10,109

 

 

 

11,288

 

 

 

1,591

 

 

 

10,109

 

 

 

12,879

 

 

 

22,988

 

 

 

(6,797

)

 

 

16,191

 

 

 

 

Anastasia Plaza

 

 

9,065

 

 

 

 

 

 

1,270

 

 

 

3,338

 

 

 

6,997

 

 

 

10,335

 

 

 

(4,250

)

 

 

6,085

 

 

 

 

Apple Valley Square

 

 

5,438

 

 

 

21,328

 

 

 

(33

)

 

 

5,358

 

 

 

21,375

 

 

 

26,733

 

 

 

(2,788

)

 

 

23,945

 

 

 

 

Arcadian Shopping Center

 

 

14,546

 

 

 

26,716

 

 

 

31

 

 

 

14,546

 

 

 

26,747

 

 

 

41,293

 

 

 

(298

)

 

 

40,995

 

 

 

(13,033

)

Ashford Place

 

 

2,584

 

 

 

9,865

 

 

 

1,278

 

 

 

2,584

 

 

 

11,143

 

 

 

13,727

 

 

 

(9,409

)

 

 

4,318

 

 

 

 

Atlantic Village

 

 

4,282

 

 

 

18,827

 

 

 

2,145

 

 

 

4,868

 

 

 

20,386

 

 

 

25,254

 

 

 

(6,183

)

 

 

19,071

 

 

 

 

Avenida Biscayne (fka Aventura Square)

 

 

88,098

 

 

 

20,771

 

 

 

764

 

 

 

89,657

 

 

 

19,976

 

 

 

109,633

 

 

 

(4,374

)

 

 

105,259

 

 

 

 

Aventura Shopping Center

 

 

2,751

 

 

 

10,459

 

 

 

11,071

 

 

 

9,486

 

 

 

14,795

 

 

 

24,281

 

 

 

(5,369

)

 

 

18,912

 

 

 

 

Baederwood Shopping Center

 

 

12,016

 

 

 

33,556

 

 

 

887

 

 

 

12,016

 

 

 

34,443

 

 

 

46,459

 

 

 

(2,158

)

 

 

44,301

 

 

 

(24,365

)

Balboa Mesa Shopping Center

 

 

23,074

 

 

 

33,838

 

 

 

14,113

 

 

 

27,758

 

 

 

43,267

 

 

 

71,025

 

 

 

(21,154

)

 

 

49,871

 

 

 

 

Banco Popular Building

 

 

2,160

 

 

 

1,137

 

 

 

(1,294

)

 

 

2,003

 

 

 

 

 

 

2,003

 

 

 

 

 

 

2,003

 

 

 

 

Belleview Square

 

 

8,132

 

 

 

9,756

 

 

 

5,081

 

 

 

8,323

 

 

 

14,646

 

 

 

22,969

 

 

 

(10,673

)

 

 

12,296

 

 

 

 

Belmont Chase

 

 

13,881

 

 

 

17,193

 

 

 

(247

)

 

 

14,372

 

 

 

16,455

 

 

 

30,827

 

 

 

(9,231

)

 

 

21,596

 

 

 

 

Berkshire Commons

 

 

2,295

 

 

 

9,551

 

 

 

3,061

 

 

 

2,965

 

 

 

11,942

 

 

 

14,907

 

 

 

(9,854

)

 

 

5,053

 

 

 

 

Bethany Park Place

 

 

4,832

 

 

 

12,405

 

 

 

532

 

 

 

4,832

 

 

 

12,937

 

 

 

17,769

 

 

 

(1,440

)

 

 

16,329

 

 

 

(10,200

)

Bethel Hub Center

 

 

1,738

 

 

 

3,918

 

 

 

88

 

 

 

1,738

 

 

 

4,006

 

 

 

5,744

 

 

 

(47

)

 

 

5,697

 

 

 

 

 

 

115


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Biltmore Shopping Center

 

 

4,632

 

 

 

3,766

 

 

 

11

 

 

 

4,632

 

 

 

3,777

 

 

 

8,409

 

 

 

(47

)

 

 

8,362

 

 

 

 

Bird 107 Plaza

 

 

10,371

 

 

 

5,136

 

 

 

125

 

 

 

10,371

 

 

 

5,261

 

 

 

15,632

 

 

 

(1,452

)

 

 

14,180

 

 

 

 

Bird Ludlam

 

 

42,663

 

 

 

38,481

 

 

 

1,126

 

 

 

42,663

 

 

 

39,607

 

 

 

82,270

 

 

 

(9,570

)

 

 

72,700

 

 

 

 

Black Rock

 

 

22,251

 

 

 

20,815

 

 

 

587

 

 

 

22,251

 

 

 

21,402

 

 

 

43,653

 

 

 

(7,461

)

 

 

36,192

 

 

 

(15,342

)

Blakeney Town Center

 

 

82,411

 

 

 

89,165

 

 

 

3,178

 

 

 

82,425

 

 

 

92,329

 

 

 

174,754

 

 

 

(7,764

)

 

 

166,990

 

 

 

 

Bloomfield Crossing

 

 

3,365

 

 

 

11,453

 

 

 

 

 

 

3,365

 

 

 

11,453

 

 

 

14,818

 

 

 

(137

)

 

 

14,681

 

 

 

 

Bloomingdale Square

 

 

3,940

 

 

 

14,912

 

 

 

23,012

 

 

 

8,639

 

 

 

33,225

 

 

 

41,864

 

 

 

(13,921

)

 

 

27,943

 

 

 

 

Blossom Valley

 

 

31,988

 

 

 

5,850

 

 

 

823

 

 

 

31,988

 

 

 

6,673

 

 

 

38,661

 

 

 

(901

)

 

 

37,760

 

 

 

(22,300

)

Boca Village Square

 

 

43,888

 

 

 

9,726

 

 

 

353

 

 

 

43,888

 

 

 

10,079

 

 

 

53,967

 

 

 

(3,389

)

 

 

50,578

 

 

 

 

Boonton ACME Shopping Center

 

 

8,664

 

 

 

9,601

 

 

 

 

 

 

8,664

 

 

 

9,601

 

 

 

18,265

 

 

 

(139

)

 

 

18,126

 

 

 

(10,585

)

Boulevard Center

 

 

3,659

 

 

 

10,787

 

 

 

3,750

 

 

 

3,659

 

 

 

14,537

 

 

 

18,196

 

 

 

(9,678

)

 

 

8,518

 

 

 

 

Boynton Lakes Plaza

 

 

2,628

 

 

 

11,236

 

 

 

5,218

 

 

 

3,606

 

 

 

15,476

 

 

 

19,082

 

 

 

(9,941

)

 

 

9,141

 

 

 

 

Boynton Plaza

 

 

12,879

 

 

 

20,713

 

 

 

597

 

 

 

12,879

 

 

 

21,310

 

 

 

34,189

 

 

 

(5,343

)

 

 

28,846

 

 

 

 

Brentwood Plaza

 

 

2,788

 

 

 

3,473

 

 

 

380

 

 

 

2,788

 

 

 

3,853

 

 

 

6,641

 

 

 

(1,999

)

 

 

4,642

 

 

 

 

Briarcliff La Vista

 

 

694

 

 

 

3,292

 

 

 

785

 

 

 

694

 

 

 

4,077

 

 

 

4,771

 

 

 

(3,518

)

 

 

1,253

 

 

 

 

Briarcliff Village

 

 

4,597

 

 

 

24,836

 

 

 

6,113

 

 

 

5,519

 

 

 

30,027

 

 

 

35,546

 

 

 

(22,604

)

 

 

12,942

 

 

 

 

Brick Walk

 

 

25,299

 

 

 

41,995

 

 

 

2,258

 

 

 

25,299

 

 

 

44,253

 

 

 

69,552

 

 

 

(13,635

)

 

 

55,917

 

 

 

(30,919

)

BridgeMill Market

 

 

7,521

 

 

 

13,306

 

 

 

1,057

 

 

 

7,522

 

 

 

14,362

 

 

 

21,884

 

 

 

(4,303

)

 

 

17,581

 

 

 

 

Bridgeton

 

 

3,033

 

 

 

8,137

 

 

 

621

 

 

 

3,067

 

 

 

8,724

 

 

 

11,791

 

 

 

(4,005

)

 

 

7,786

 

 

 

 

Brighten Park

 

 

3,983

 

 

 

18,687

 

 

 

12,076

 

 

 

3,887

 

 

 

30,859

 

 

 

34,746

 

 

 

(23,089

)

 

 

11,657

 

 

 

 

Broadway Plaza

 

 

40,723

 

 

 

42,170

 

 

 

2,015

 

 

 

40,723

 

 

 

44,185

 

 

 

84,908

 

 

 

(10,433

)

 

 

74,475

 

 

 

 

Brooklyn Station on Riverside

 

 

7,019

 

 

 

8,688

 

 

 

353

 

 

 

6,998

 

 

 

9,062

 

 

 

16,060

 

 

 

(3,453

)

 

 

12,607

 

 

 

 

Brookside Plaza

 

 

35,161

 

 

 

17,494

 

 

 

5,966

 

 

 

36,163

 

 

 

22,458

 

 

 

58,621

 

 

 

(7,166

)

 

 

51,455

 

 

 

 

Buckhead Court

 

 

1,417

 

 

 

7,432

 

 

 

4,425

 

 

 

1,417

 

 

 

11,857

 

 

 

13,274

 

 

 

(10,379

)

 

 

2,895

 

 

 

 

Buckhead Landing

 

 

45,502

 

 

 

16,642

 

 

 

(3,255

)

 

 

42,552

 

 

 

16,337

 

 

 

58,889

 

 

 

(8,210

)

 

 

50,679

 

 

 

 

Buckhead Station

 

 

70,411

 

 

 

36,518

 

 

 

937

 

 

 

70,448

 

 

 

37,418

 

 

 

107,866

 

 

 

(10,853

)

 

 

97,013

 

 

 

 

Buckley Square

 

 

2,970

 

 

 

5,978

 

 

 

1,424

 

 

 

2,970

 

 

 

7,402

 

 

 

10,372

 

 

 

(5,222

)

 

 

5,150

 

 

 

 

Caligo Crossing

 

 

2,459

 

 

 

4,897

 

 

 

163

 

 

 

2,546

 

 

 

4,973

 

 

 

7,519

 

 

 

(4,274

)

 

 

3,245

 

 

 

 

Cambridge Square

 

 

774

 

 

 

4,347

 

 

 

604

 

 

 

774

 

 

 

4,951

 

 

 

5,725

 

 

 

(4,358

)

 

 

1,367

 

 

 

 

Carmel Commons

 

 

2,466

 

 

 

12,548

 

 

 

5,844

 

 

 

3,422

 

 

 

17,436

 

 

 

20,858

 

 

 

(12,733

)

 

 

8,125

 

 

 

 

Carmel ShopRite Plaza

 

 

5,828

 

 

 

15,321

 

 

 

 

 

 

5,828

 

 

 

15,321

 

 

 

21,149

 

 

 

(174

)

 

 

20,975

 

 

 

 

Carriage Gate

 

 

833

 

 

 

4,974

 

 

 

3,233

 

 

 

1,302

 

 

 

7,738

 

 

 

9,040

 

 

 

(7,541

)

 

 

1,499

 

 

 

 

Carytown Exchange

 

 

24,121

 

 

 

21,263

 

 

 

(44

)

 

 

24,122

 

 

 

21,218

 

 

 

45,340

 

 

 

(4,162

)

 

 

41,178

 

 

 

 

Cashmere Corners

 

 

3,187

 

 

 

9,397

 

 

 

686

 

 

 

3,187

 

 

 

10,083

 

 

 

13,270

 

 

 

(3,127

)

 

 

10,143

 

 

 

 

Cedar Commons

 

 

4,704

 

 

 

16,748

 

 

 

140

 

 

 

4,704

 

 

 

16,888

 

 

 

21,592

 

 

 

(1,717

)

 

 

19,875

 

 

 

 

Cedar Hill Shopping Center

 

 

7,266

 

 

 

9,372

 

 

 

35

 

 

 

7,280

 

 

 

9,393

 

 

 

16,673

 

 

 

(120

)

 

 

16,553

 

 

 

(7,035

)

Centerplace of Greeley III

 

 

6,661

 

 

 

11,502

 

 

 

244

 

 

 

4,607

 

 

 

13,800

 

 

 

18,407

 

 

 

(7,740

)

 

 

10,667

 

 

 

 

Charlotte Square

 

 

1,141

 

 

 

6,845

 

 

 

1,511

 

 

 

1,141

 

 

 

8,356

 

 

 

9,497

 

 

 

(2,794

)

 

 

6,703

 

 

 

 

Chasewood Plaza

 

 

4,612

 

 

 

20,829

 

 

 

5,947

 

 

 

6,886

 

 

 

24,502

 

 

 

31,388

 

 

 

(21,856

)

 

 

9,532

 

 

 

 

Chastain Square

 

 

30,074

 

 

 

12,644

 

 

 

2,479

 

 

 

30,074

 

 

 

15,123

 

 

 

45,197

 

 

 

(5,178

)

 

 

40,019

 

 

 

 

Cherry Grove

 

 

3,533

 

 

 

15,862

 

 

 

5,763

 

 

 

3,533

 

 

 

21,625

 

 

 

25,158

 

 

 

(14,466

)

 

 

10,692

 

 

 

 

 

 

116


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Chilmark Shopping Center

 

 

4,952

 

 

 

15,407

 

 

 

 

 

 

4,952

 

 

 

15,407

 

 

 

20,359

 

 

 

(168

)

 

 

20,191

 

 

 

 

Chimney Rock

 

 

23,623

 

 

 

48,200

 

 

 

685

 

 

 

23,623

 

 

 

48,885

 

 

 

72,508

 

 

 

(18,914

)

 

 

53,594

 

 

 

 

Circle Center West

 

 

22,930

 

 

 

9,028

 

 

 

304

 

 

 

22,930

 

 

 

9,332

 

 

 

32,262

 

 

 

(2,513

)

 

 

29,749

 

 

 

 

Circle Marina Center

 

 

29,303

 

 

 

18,437

 

 

 

77

 

 

 

28,880

 

 

 

18,937

 

 

 

47,817

 

 

 

(2,642

)

 

 

45,175

 

 

 

(24,000

)

CityLine Market

 

 

12,208

 

 

 

15,839

 

 

 

464

 

 

 

12,306

 

 

 

16,205

 

 

 

28,511

 

 

 

(6,478

)

 

 

22,033

 

 

 

 

CityLine Market Phase II

 

 

2,744

 

 

 

3,081

 

 

 

104

 

 

 

2,744

 

 

 

3,185

 

 

 

5,929

 

 

 

(1,136

)

 

 

4,793

 

 

 

 

Clayton Valley Shopping Center

 

 

24,189

 

 

 

35,422

 

 

 

2,474

 

 

 

24,538

 

 

 

37,547

 

 

 

62,085

 

 

 

(30,482

)

 

 

31,603

 

 

 

 

Clocktower Plaza Shopping Ctr

 

 

49,630

 

 

 

19,624

 

 

 

550

 

 

 

49,630

 

 

 

20,174

 

 

 

69,804

 

 

 

(5,041

)

 

 

64,763

 

 

 

 

Clybourn Commons

 

 

15,056

 

 

 

5,594

 

 

 

499

 

 

 

15,056

 

 

 

6,093

 

 

 

21,149

 

 

 

(2,220

)

 

 

18,929

 

 

 

 

Cochran's Crossing

 

 

13,154

 

 

 

12,315

 

 

 

2,839

 

 

 

13,154

 

 

 

15,154

 

 

 

28,308

 

 

 

(12,149

)

 

 

16,159

 

 

 

 

Compo Acres Shopping Center

 

 

28,627

 

 

 

10,395

 

 

 

952

 

 

 

28,627

 

 

 

11,347

 

 

 

39,974

 

 

 

(2,735

)

 

 

37,239

 

 

 

 

Concord Shopping Plaza

 

 

30,819

 

 

 

36,506

 

 

 

1,699

 

 

 

31,272

 

 

 

37,752

 

 

 

69,024

 

 

 

(8,597

)

 

 

60,427

 

 

 

 

Copps Hill Plaza

 

 

29,515

 

 

 

40,673

 

 

 

2,473

 

 

 

29,514

 

 

 

43,147

 

 

 

72,661

 

 

 

(9,074

)

 

 

63,587

 

 

 

(7,706

)

Coral Reef Shopping Center

 

 

14,922

 

 

 

15,200

 

 

 

2,542

 

 

 

15,332

 

 

 

17,332

 

 

 

32,664

 

 

 

(4,734

)

 

 

27,930

 

 

 

 

Corkscrew Village

 

 

8,407

 

 

 

8,004

 

 

 

899

 

 

 

8,407

 

 

 

8,903

 

 

 

17,310

 

 

 

(4,641

)

 

 

12,669

 

 

 

 

Cornerstone Square

 

 

1,772

 

 

 

6,944

 

 

 

1,988

 

 

 

1,772

 

 

 

8,932

 

 

 

10,704

 

 

 

(7,179

)

 

 

3,525

 

 

 

 

Corral Hollow

 

 

8,887

 

 

 

24,121

 

 

 

62

 

 

 

8,887

 

 

 

24,183

 

 

 

33,070

 

 

 

(1,649

)

 

 

31,421

 

 

 

 

Corvallis Market Center

 

 

6,674

 

 

 

12,244

 

 

 

915

 

 

 

6,696

 

 

 

13,137

 

 

 

19,833

 

 

 

(8,297

)

 

 

11,536

 

 

 

 

Cos Cob Commons

 

 

6,608

 

 

 

14,967

 

 

 

11

 

 

 

6,608

 

 

 

14,978

 

 

 

21,586

 

 

 

(163

)

 

 

21,423

 

 

 

(13,142

)

Cos Cob Plaza

 

 

4,030

 

 

 

4,225

 

 

 

 

 

 

4,030

 

 

 

4,225

 

 

 

8,255

 

 

 

(53

)

 

 

8,202

 

 

 

(3,902

)

Country Walk Plaza

 

 

18,713

 

 

 

20,373

 

 

 

421

 

 

 

18,713

 

 

 

20,794

 

 

 

39,507

 

 

 

(2,857

)

 

 

36,650

 

 

 

(16,000

)

Countryside Shops

 

 

17,982

 

 

 

35,574

 

 

 

13,746

 

 

 

23,175

 

 

 

44,127

 

 

 

67,302

 

 

 

(14,636

)

 

 

52,666

 

 

 

 

Courtyard Shopping Center

 

 

5,867

 

 

 

4

 

 

 

3

 

 

 

5,867

 

 

 

7

 

 

 

5,874

 

 

 

(3

)

 

 

5,871

 

 

 

 

Culver Center

 

 

108,841

 

 

 

32,308

 

 

 

3,391

 

 

 

108,841

 

 

 

35,699

 

 

 

144,540

 

 

 

(9,219

)

 

 

135,321

 

 

 

 

Danbury Green

 

 

30,303

 

 

 

19,255

 

 

 

1,967

 

 

 

30,303

 

 

 

21,222

 

 

 

51,525

 

 

 

(4,970

)

 

 

46,555

 

 

 

 

Danbury Square

 

 

6,592

 

 

 

23,543

 

 

 

542

 

 

 

6,592

 

 

 

24,085

 

 

 

30,677

 

 

 

(248

)

 

 

30,429

 

 

 

 

Dardenne Crossing

 

 

4,194

 

 

 

4,005

 

 

 

803

 

 

 

4,343

 

 

 

4,659

 

 

 

9,002

 

 

 

(2,726

)

 

 

6,276

 

 

 

 

Darinor Plaza

 

 

693

 

 

 

32,140

 

 

 

1,328

 

 

 

711

 

 

 

33,450

 

 

 

34,161

 

 

 

(8,335

)

 

 

25,826

 

 

 

 

DeCicco's Plaza

 

 

8,890

 

 

 

23,368

 

 

 

30

 

 

 

8,890

 

 

 

23,398

 

 

 

32,288

 

 

 

(240

)

 

 

32,048

 

 

 

 

Diablo Plaza

 

 

5,300

 

 

 

8,181

 

 

 

2,880

 

 

 

5,300

 

 

 

11,061

 

 

 

16,361

 

 

 

(7,125

)

 

 

9,236

 

 

 

 

Dunwoody Hall

 

 

15,145

 

 

 

12,110

 

 

 

924

 

 

 

15,145

 

 

 

13,034

 

 

 

28,179

 

 

 

(1,255

)

 

 

26,924

 

 

 

(13,800

)

Dunwoody Village

 

 

3,342

 

 

 

15,934

 

 

 

7,519

 

 

 

3,342

 

 

 

23,453

 

 

 

26,795

 

 

 

(18,473

)

 

 

8,322

 

 

 

 

East Meadow

 

 

12,325

 

 

 

21,378

 

 

 

715

 

 

 

12,267

 

 

 

22,151

 

 

 

34,418

 

 

 

(1,923

)

 

 

32,495

 

 

 

 

East Meadow Plaza

 

 

13,135

 

 

 

25,070

 

 

 

(27

)

 

 

13,137

 

 

 

25,041

 

 

 

38,178

 

 

 

(1,902

)

 

 

36,276

 

 

 

 

East Pointe

 

 

1,730

 

 

 

7,189

 

 

 

2,622

 

 

 

1,941

 

 

 

9,600

 

 

 

11,541

 

 

 

(7,486

)

 

 

4,055

 

 

 

 

East San Marco

 

 

4,663

 

 

 

14,313

 

 

 

(144

)

 

 

4,519

 

 

 

14,313

 

 

 

18,832

 

 

 

(1,023

)

 

 

17,809

 

 

 

 

Eastchester Plaza

 

 

5,017

 

 

 

7,379

 

 

 

20

 

 

 

5,017

 

 

 

7,399

 

 

 

12,416

 

 

 

(82

)

 

 

12,334

 

 

 

 

Eastport

 

 

2,985

 

 

 

5,649

 

 

 

784

 

 

 

2,925

 

 

 

6,493

 

 

 

9,418

 

 

 

(568

)

 

 

8,850

 

 

 

 

El Camino Shopping Center

 

 

7,600

 

 

 

11,538

 

 

 

15,728

 

 

 

10,328

 

 

 

24,538

 

 

 

34,866

 

 

 

(13,584

)

 

 

21,282

 

 

 

 

El Cerrito Plaza

 

 

11,025

 

 

 

27,371

 

 

 

3,818

 

 

 

11,025

 

 

 

31,189

 

 

 

42,214

 

 

 

(15,804

)

 

 

26,410

 

 

 

 

El Norte Pkwy Plaza

 

 

2,834

 

 

 

7,370

 

 

 

3,039

 

 

 

3,263

 

 

 

9,980

 

 

 

13,243

 

 

 

(7,042

)

 

 

6,201

 

 

 

 

Emerson Plaza

 

 

8,615

 

 

 

7,835

 

 

 

65

 

 

 

8,641

 

 

 

7,874

 

 

 

16,515

 

 

 

(99

)

 

 

16,416

 

 

 

 

 

117


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Encina Grande

 

 

5,040

 

 

 

11,572

 

 

 

20,254

 

 

 

10,518

 

 

 

26,348

 

 

 

36,866

 

 

 

(17,639

)

 

 

19,227

 

 

 

 

Fairfield Center

 

 

6,731

 

 

 

29,420

 

 

 

1,757

 

 

 

6,731

 

 

 

31,177

 

 

 

37,908

 

 

 

(9,194

)

 

 

28,714

 

 

 

 

Fairfield Crossroads

 

 

9,982

 

 

 

9,796

 

 

 

(1

)

 

 

9,982

 

 

 

9,795

 

 

 

19,777

 

 

 

(119

)

 

 

19,658

 

 

 

 

Falcon Marketplace

 

 

1,340

 

 

 

4,168

 

 

 

507

 

 

 

1,246

 

 

 

4,769

 

 

 

6,015

 

 

 

(3,276

)

 

 

2,739

 

 

 

 

Fellsway Plaza

 

 

30,712

 

 

 

7,327

 

 

 

10,350

 

 

 

34,924

 

 

 

13,465

 

 

 

48,389

 

 

 

(8,847

)

 

 

39,542

 

 

 

(34,873

)

Fenton Marketplace

 

 

2,298

 

 

 

8,510

 

 

 

(7,919

)

 

 

512

 

 

 

2,377

 

 

 

2,889

 

 

 

(1,428

)

 

 

1,461

 

 

 

 

Ferry Street Plaza

 

 

7,960

 

 

 

24,439

 

 

 

100

 

 

 

7,960

 

 

 

24,539

 

 

 

32,499

 

 

 

(258

)

 

 

32,241

 

 

 

(8,796

)

Fleming Island

 

 

3,077

 

 

 

11,587

 

 

 

3,735

 

 

 

3,111

 

 

 

15,288

 

 

 

18,399

 

 

 

(10,020

)

 

 

8,379

 

 

 

 

Fountain Square

 

 

29,722

 

 

 

29,041

 

 

 

438

 

 

 

29,784

 

 

 

29,417

 

 

 

59,201

 

 

 

(14,462

)

 

 

44,739

 

 

 

 

French Valley Village Center

 

 

11,924

 

 

 

16,856

 

 

 

543

 

 

 

11,822

 

 

 

17,501

 

 

 

29,323

 

 

 

(15,956

)

 

 

13,367

 

 

 

 

Friars Mission Center

 

 

6,660

 

 

 

28,021

 

 

 

2,922

 

 

 

6,660

 

 

 

30,943

 

 

 

37,603

 

 

 

(19,452

)

 

 

18,151

 

 

 

 

Gardens Square

 

 

2,136

 

 

 

8,273

 

 

 

894

 

 

 

2,136

 

 

 

9,167

 

 

 

11,303

 

 

 

(6,220

)

 

 

5,083

 

 

 

 

Gateway Shopping Center

 

 

52,665

 

 

 

7,134

 

 

 

12,960

 

 

 

55,087

 

 

 

17,672

 

 

 

72,759

 

 

 

(20,577

)

 

 

52,182

 

 

 

 

Gelson's Westlake Market Plaza

 

 

3,157

 

 

 

11,153

 

 

 

6,182

 

 

 

4,654

 

 

 

15,838

 

 

 

20,492

 

 

 

(10,315

)

 

 

10,177

 

 

 

 

Glen Oak Plaza

 

 

4,103

 

 

 

12,951

 

 

 

1,826

 

 

 

4,124

 

 

 

14,756

 

 

 

18,880

 

 

 

(6,036

)

 

 

12,844

 

 

 

 

Glenwood Village

 

 

1,194

 

 

 

5,381

 

 

 

613

 

 

 

1,194

 

 

 

5,994

 

 

 

7,188

 

 

 

(5,082

)

 

 

2,106

 

 

 

 

Golden Hills Plaza

 

 

12,699

 

 

 

18,482

 

 

 

3,843

 

 

 

11,521

 

 

 

23,503

 

 

 

35,024

 

 

 

(13,838

)

 

 

21,186

 

 

 

 

Goodwives Shopping Center

 

 

17,091

 

 

 

26,274

 

 

 

184

 

 

 

17,092

 

 

 

26,457

 

 

 

43,549

 

 

 

(282

)

 

 

43,267

 

 

 

(23,078

)

Grand Ridge Plaza

 

 

24,208

 

 

 

61,033

 

 

 

6,199

 

 

 

24,918

 

 

 

66,522

 

 

 

91,440

 

 

 

(32,434

)

 

 

59,006

 

 

 

 

Greens Farms Plaza

 

 

4,831

 

 

 

3,138

 

 

 

(1

)

 

 

4,831

 

 

 

3,137

 

 

 

7,968

 

 

 

(59

)

 

 

7,909

 

 

 

 

Greenwich Commons

 

 

3,831

 

 

 

6,990

 

 

 

1

 

 

 

3,831

 

 

 

6,991

 

 

 

10,822

 

 

 

(72

)

 

 

10,750

 

 

 

(4,866

)

Greenwood Shopping Centre

 

 

7,777

 

 

 

24,829

 

 

 

1,079

 

 

 

7,777

 

 

 

25,908

 

 

 

33,685

 

 

 

(6,997

)

 

 

26,688

 

 

 

 

H Mart Plaza

 

 

1,296

 

 

 

2,469

 

 

 

 

 

 

1,296

 

 

 

2,469

 

 

 

3,765

 

 

 

(24

)

 

 

3,741

 

 

 

 

Hammocks Town Center

 

 

28,764

 

 

 

25,113

 

 

 

1,484

 

 

 

28,764

 

 

 

26,597

 

 

 

55,361

 

 

 

(7,202

)

 

 

48,159

 

 

 

 

Hancock

 

 

8,232

 

 

 

28,260

 

 

 

(13,805

)

 

 

4,692

 

 

 

17,995

 

 

 

22,687

 

 

 

(12,162

)

 

 

10,525

 

 

 

 

Harpeth Village Fieldstone

 

 

2,284

 

 

 

9,443

 

 

 

947

 

 

 

2,284

 

 

 

10,390

 

 

 

12,674

 

 

 

(6,769

)

 

 

5,905

 

 

 

 

Harrison Shopping Square

 

 

6,034

 

 

 

5,195

 

 

 

 

 

 

6,034

 

 

 

5,195

 

 

 

11,229

 

 

 

(71

)

 

 

11,158

 

 

 

 

Hasley Canyon Village

 

 

17,630

 

 

 

8,231

 

 

 

65

 

 

 

17,630

 

 

 

8,296

 

 

 

25,926

 

 

 

(881

)

 

 

25,045

 

 

 

(16,000

)

Heritage 202 Center

 

 

1,694

 

 

 

5,901

 

 

 

(1

)

 

 

1,694

 

 

 

5,900

 

 

 

7,594

 

 

 

(67

)

 

 

7,527

 

 

 

 

Heritage Plaza

 

 

12,390

 

 

 

26,097

 

 

 

14,924

 

 

 

12,215

 

 

 

41,196

 

 

 

53,411

 

 

 

(22,818

)

 

 

30,593

 

 

 

 

Hershey

 

 

7

 

 

 

808

 

 

 

12

 

 

 

7

 

 

 

820

 

 

 

827

 

 

 

(601

)

 

 

226

 

 

 

 

Hewlett Crossing I & II

 

 

11,850

 

 

 

18,205

 

 

 

949

 

 

 

11,850

 

 

 

19,154

 

 

 

31,004

 

 

 

(3,806

)

 

 

27,198

 

 

 

 

Hibernia Pavilion

 

 

4,929

 

 

 

5,065

 

 

 

244

 

 

 

4,929

 

 

 

5,309

 

 

 

10,238

 

 

 

(4,498

)

 

 

5,740

 

 

 

 

High Ridge Center

 

 

26,078

 

 

 

21,460

 

 

 

4

 

 

 

26,078

 

 

 

21,464

 

 

 

47,542

 

 

 

(254

)

 

 

47,288

 

 

 

(9,047

)

Hillcrest Village

 

 

1,600

 

 

 

1,909

 

 

 

51

 

 

 

1,600

 

 

 

1,960

 

 

 

3,560

 

 

 

(1,245

)

 

 

2,315

 

 

 

 

Hilltop Village

 

 

2,995

 

 

 

4,581

 

 

 

4,423

 

 

 

3,104

 

 

 

8,895

 

 

 

11,999

 

 

 

(5,268

)

 

 

6,731

 

 

 

 

Hinsdale Lake Commons

 

 

5,734

 

 

 

16,709

 

 

 

12,058

 

 

 

8,343

 

 

 

26,158

 

 

 

34,501

 

 

 

(18,222

)

 

 

16,279

 

 

 

 

Holly Park

 

 

8,975

 

 

 

23,799

 

 

 

2,334

 

 

 

8,828

 

 

 

26,280

 

 

 

35,108

 

 

 

(9,330

)

 

 

25,778

 

 

 

 

Howell Mill Village

 

 

5,157

 

 

 

14,279

 

 

 

7,444

 

 

 

9,610

 

 

 

17,270

 

 

 

26,880

 

 

 

(9,115

)

 

 

17,765

 

 

 

 

Hyde Park

 

 

9,809

 

 

 

39,905

 

 

 

11,630

 

 

 

9,971

 

 

 

51,373

 

 

 

61,344

 

 

 

(31,988

)

 

 

29,356

 

 

 

 

 

118


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Indian Springs Center

 

 

24,974

 

 

 

25,903

 

 

 

1,318

 

 

 

25,050

 

 

 

27,145

 

 

 

52,195

 

 

 

(9,052

)

 

 

43,143

 

 

 

 

Indigo Square

 

 

8,087

 

 

 

9,849

 

 

 

(4

)

 

 

8,087

 

 

 

9,845

 

 

 

17,932

 

 

 

(2,940

)

 

 

14,992

 

 

 

 

Inglewood Plaza

 

 

1,300

 

 

 

2,159

 

 

 

1,283

 

 

 

1,300

 

 

 

3,442

 

 

 

4,742

 

 

 

(2,099

)

 

 

2,643

 

 

 

 

Island Village

 

 

12,354

 

 

 

23,660

 

 

 

175

 

 

 

12,361

 

 

 

23,828

 

 

 

36,189

 

 

 

(1,721

)

 

 

34,468

 

 

 

 

Keller Town Center

 

 

2,294

 

 

 

12,841

 

 

 

1,382

 

 

 

2,404

 

 

 

14,113

 

 

 

16,517

 

 

 

(8,293

)

 

 

8,224

 

 

 

 

Kirkman Shoppes

 

 

9,364

 

 

 

26,243

 

 

 

787

 

 

 

9,367

 

 

 

27,027

 

 

 

36,394

 

 

 

(6,805

)

 

 

29,589

 

 

 

 

Kirkwood Commons

 

 

6,772

 

 

 

16,224

 

 

 

1,479

 

 

 

6,802

 

 

 

17,673

 

 

 

24,475

 

 

 

(7,209

)

 

 

17,266

 

 

 

 

Klahanie Shopping Center

 

 

14,451

 

 

 

20,089

 

 

 

441

 

 

 

14,451

 

 

 

20,530

 

 

 

34,981

 

 

 

(5,244

)

 

 

29,737

 

 

 

 

Knotts Landing

 

 

2,062

 

 

 

23,536

 

 

 

 

 

 

2,062

 

 

 

23,536

 

 

 

25,598

 

 

 

(201

)

 

 

25,397

 

 

 

 

Kroger New Albany Center

 

 

3,844

 

 

 

6,599

 

 

 

1,455

 

 

 

3,844

 

 

 

8,054

 

 

 

11,898

 

 

 

(6,789

)

 

 

5,109

 

 

 

 

Lake Mary Centre

 

 

24,036

 

 

 

57,476

 

 

 

2,541

 

 

 

24,036

 

 

 

60,017

 

 

 

84,053

 

 

 

(16,636

)

 

 

67,417

 

 

 

 

Lake Pine Plaza

 

 

2,008

 

 

 

7,632

 

 

 

1,286

 

 

 

2,029

 

 

 

8,897

 

 

 

10,926

 

 

 

(5,852

)

 

 

5,074

 

 

 

 

Lakeview Shopping Center

 

 

6,341

 

 

 

22,296

 

 

 

313

 

 

 

6,341

 

 

 

22,609

 

 

 

28,950

 

 

 

(283

)

 

 

28,667

 

 

 

(10,944

)

Lebanon/Legacy Center

 

 

3,913

 

 

 

7,874

 

 

 

1,310

 

 

 

3,913

 

 

 

9,184

 

 

 

13,097

 

 

 

(7,333

)

 

 

5,764

 

 

 

 

Littleton Square

 

 

2,030

 

 

 

8,859

 

 

 

(3,519

)

 

 

2,433

 

 

 

4,937

 

 

 

7,370

 

 

 

(3,437

)

 

 

3,933

 

 

 

 

Lloyd King Center

 

 

1,779

 

 

 

10,060

 

 

 

1,661

 

 

 

1,779

 

 

 

11,721

 

 

 

13,500

 

 

 

(7,766

)

 

 

5,734

 

 

 

 

Lower Nazareth Commons

 

 

15,992

 

 

 

12,964

 

 

 

4,112

 

 

 

16,343

 

 

 

16,725

 

 

 

33,068

 

 

 

(14,163

)

 

 

18,905

 

 

 

 

Main & Bailey

 

 

603

 

 

 

13,428

 

 

 

 

 

 

603

 

 

 

13,428

 

 

 

14,031

 

 

 

(174

)

 

 

13,857

 

 

 

 

Mandarin Landing

 

 

7,913

 

 

 

27,230

 

 

 

658

 

 

 

7,913

 

 

 

27,888

 

 

 

35,801

 

 

 

(10,155

)

 

 

25,646

 

 

 

 

Marine's Taste of Italy

 

 

420

 

 

 

1,266

 

 

 

 

 

 

420

 

 

 

1,266

 

 

 

1,686

 

 

 

(11

)

 

 

1,675

 

 

 

 

Market at Colonnade Center

 

 

6,455

 

 

 

9,839

 

 

 

213

 

 

 

6,160

 

 

 

10,347

 

 

 

16,507

 

 

 

(6,063

)

 

 

10,444

 

 

 

 

Market at Preston Forest

 

 

4,400

 

 

 

11,445

 

 

 

1,881

 

 

 

4,400

 

 

 

13,326

 

 

 

17,726

 

 

 

(8,790

)

 

 

8,936

 

 

 

 

Market at Round Rock

 

 

2,000

 

 

 

9,676

 

 

 

6,329

 

 

 

1,996

 

 

 

16,009

 

 

 

18,005

 

 

 

(11,672

)

 

 

6,333

 

 

 

 

Market at Springwoods Village

 

 

12,592

 

 

 

12,781

 

 

 

137

 

 

 

12,592

 

 

 

12,918

 

 

 

25,510

 

 

 

(4,984

)

 

 

20,526

 

 

 

(3,750

)

Marketplace at Briargate

 

 

1,706

 

 

 

4,885

 

 

 

399

 

 

 

1,727

 

 

 

5,263

 

 

 

6,990

 

 

 

(3,573

)

 

 

3,417

 

 

 

 

McLean Plaza

 

 

12,527

 

 

 

12,039

 

 

 

22

 

 

 

12,527

 

 

 

12,061

 

 

 

24,588

 

 

 

(149

)

 

 

24,439

 

 

 

(5,000

)

Meadtown Shopping Center

 

 

9,961

 

 

 

15,328

 

 

 

5

 

 

 

9,961

 

 

 

15,333

 

 

 

25,294

 

 

 

(195

)

 

 

25,099

 

 

 

(9,364

)

Mellody Farm

 

 

35,628

 

 

 

66,847

 

 

 

(289

)

 

 

35,628

 

 

 

66,558

 

 

 

102,186

 

 

 

(17,637

)

 

 

84,549

 

 

 

 

Melrose Market

 

 

4,451

 

 

 

10,807

 

 

 

(370

)

 

 

4,451

 

 

 

10,437

 

 

 

14,888

 

 

 

(1,773

)

 

 

13,115

 

 

 

 

Midland Park Shopping Center

 

 

9,814

 

 

 

24,226

 

 

 

104

 

 

 

9,814

 

 

 

24,330

 

 

 

34,144

 

 

 

(283

)

 

 

33,861

 

 

 

(17,722

)

Millhopper Shopping Center

 

 

1,073

 

 

 

5,358

 

 

 

6,043

 

 

 

1,901

 

 

 

10,573

 

 

 

12,474

 

 

 

(8,252

)

 

 

4,222

 

 

 

 

Mockingbird Commons

 

 

3,000

 

 

 

10,728

 

 

 

3,365

 

 

 

3,000

 

 

 

14,093

 

 

 

17,093

 

 

 

(8,806

)

 

 

8,287

 

 

 

 

Monument Jackson Creek

 

 

2,999

 

 

 

6,765

 

 

 

1,411

 

 

 

2,999

 

 

 

8,176

 

 

 

11,175

 

 

 

(6,686

)

 

 

4,489

 

 

 

 

Morningside Plaza

 

 

4,300

 

 

 

13,951

 

 

 

1,228

 

 

 

4,300

 

 

 

15,179

 

 

 

19,479

 

 

 

(9,699

)

 

 

9,780

 

 

 

 

Murrayhill Marketplace

 

 

2,670

 

 

 

18,401

 

 

 

14,569

 

 

 

2,903

 

 

 

32,737

 

 

 

35,640

 

 

 

(20,011

)

 

 

15,629

 

 

 

 

Naples Walk

 

 

18,173

 

 

 

13,554

 

 

 

2,322

 

 

 

18,173

 

 

 

15,876

 

 

 

34,049

 

 

 

(8,566

)

 

 

25,483

 

 

 

 

New City PCSB Bank Pad

 

 

837

 

 

 

1,306

 

 

 

(1

)

 

 

837

 

 

 

1,305

 

 

 

2,142

 

 

 

(14

)

 

 

2,128

 

 

 

 

New Milford Plaza

 

 

7,955

 

 

 

18,349

 

 

 

54

 

 

 

7,955

 

 

 

18,403

 

 

 

26,358

 

 

 

(223

)

 

 

26,135

 

 

 

 

Newberry Square

 

 

2,412

 

 

 

10,150

 

 

 

1,356

 

 

 

2,412

 

 

 

11,506

 

 

 

13,918

 

 

 

(10,204

)

 

 

3,714

 

 

 

 

Newfield Green

 

 

22,993

 

 

 

7,778

 

 

 

9

 

 

 

22,993

 

 

 

7,787

 

 

 

30,780

 

 

 

(158

)

 

 

30,622

 

 

 

(19,278

)

Newland Center

 

 

12,500

 

 

 

10,697

 

 

 

8,913

 

 

 

16,276

 

 

 

15,834

 

 

 

32,110

 

 

 

(11,960

)

 

 

20,150

 

 

 

 

 

119


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Nocatee Town Center

 

 

10,124

 

 

 

8,691

 

 

 

8,962

 

 

 

11,045

 

 

 

16,732

 

 

 

27,777

 

 

 

(10,815

)

 

 

16,962

 

 

 

 

Nohl Plaza

 

 

1,688

 

 

 

6,733

 

 

 

 

 

 

1,688

 

 

 

6,733

 

 

 

8,421

 

 

 

(91

)

 

 

8,330

 

 

 

 

North Hills

 

 

4,900

 

 

 

19,774

 

 

 

4,471

 

 

 

4,900

 

 

 

24,245

 

 

 

29,145

 

 

 

(14,662

)

 

 

14,483

 

 

 

 

Northgate Marketplace

 

 

5,668

 

 

 

13,727

 

 

 

38

 

 

 

4,995

 

 

 

14,438

 

 

 

19,433

 

 

 

(8,210

)

 

 

11,223

 

 

 

 

Northgate Marketplace Ph II

 

 

12,189

 

 

 

30,171

 

 

 

126

 

 

 

12,189

 

 

 

30,297

 

 

 

42,486

 

 

 

(10,600

)

 

 

31,886

 

 

 

 

Northgate Plaza (Maxtown Road)

 

 

1,769

 

 

 

6,652

 

 

 

4,983

 

 

 

2,840

 

 

 

10,564

 

 

 

13,404

 

 

 

(7,232

)

 

 

6,172

 

 

 

 

Northgate Square

 

 

5,011

 

 

 

8,692

 

 

 

1,196

 

 

 

5,011

 

 

 

9,888

 

 

 

14,899

 

 

 

(5,557

)

 

 

9,342

 

 

 

 

Northlake Village

 

 

2,662

 

 

 

11,284

 

 

 

5,876

 

 

 

2,662

 

 

 

17,160

 

 

 

19,822

 

 

 

(7,745

)

 

 

12,077

 

 

 

 

Oakbrook Plaza

 

 

4,000

 

 

 

6,668

 

 

 

6,295

 

 

 

4,766

 

 

 

12,197

 

 

 

16,963

 

 

 

(7,003

)

 

 

9,960

 

 

 

 

Oakleaf Commons

 

 

3,503

 

 

 

11,671

 

 

 

2,052

 

 

 

3,190

 

 

 

14,036

 

 

 

17,226

 

 

 

(9,223

)

 

 

8,003

 

 

 

 

Oakshade Town Center

 

 

6,591

 

 

 

28,966

 

 

 

498

 

 

 

6,591

 

 

 

29,464

 

 

 

36,055

 

 

 

(12,717

)

 

 

23,338

 

 

 

(4,085

)

Ocala Corners

 

 

1,816

 

 

 

10,515

 

 

 

650

 

 

 

1,816

 

 

 

11,165

 

 

 

12,981

 

 

 

(6,152

)

 

 

6,829

 

 

 

 

Old Greenwich CVS

 

 

3,704

 

 

 

2,065

 

 

 

 

 

 

3,704

 

 

 

2,065

 

 

 

5,769

 

 

 

(31

)

 

 

5,738

 

 

 

(891

)

Old St Augustine Plaza

 

 

2,368

 

 

 

11,405

 

 

 

13,514

 

 

 

3,455

 

 

 

23,832

 

 

 

27,287

 

 

 

(13,127

)

 

 

14,160

 

 

 

 

Orange Meadows

 

 

4,984

 

 

 

16,731

 

 

 

569

 

 

 

4,984

 

 

 

17,300

 

 

 

22,284

 

 

 

(281

)

 

 

22,003

 

 

 

 

Orangetown Shopping Center

 

 

4,716

 

 

 

15,472

 

 

 

106

 

 

 

4,718

 

 

 

15,576

 

 

 

20,294

 

 

 

(189

)

 

 

20,105

 

 

 

(6,005

)

Pablo Plaza

 

 

11,894

 

 

 

21,407

 

 

 

11,241

 

 

 

14,135

 

 

 

30,407

 

 

 

44,542

 

 

 

(9,583

)

 

 

34,959

 

 

 

 

Paces Ferry Plaza

 

 

2,812

 

 

 

12,639

 

 

 

21,232

 

 

 

13,803

 

 

 

22,880

 

 

 

36,683

 

 

 

(14,913

)

 

 

21,770

 

 

 

 

Panther Creek

 

 

14,414

 

 

 

14,748

 

 

 

6,165

 

 

 

15,212

 

 

 

20,115

 

 

 

35,327

 

 

 

(16,359

)

 

 

18,968

 

 

 

 

Pavillion

 

 

15,626

 

 

 

22,124

 

 

 

1,517

 

 

 

15,626

 

 

 

23,641

 

 

 

39,267

 

 

 

(6,996

)

 

 

32,271

 

 

 

 

Peartree Village

 

 

5,197

 

 

 

19,746

 

 

 

936

 

 

 

5,197

 

 

 

20,682

 

 

 

25,879

 

 

 

(15,171

)

 

 

10,708

 

 

 

 

Pelham Manor Plaza

 

 

4,708

 

 

 

6,243

 

 

 

19

 

 

 

4,710

 

 

 

6,260

 

 

 

10,970

 

 

 

(65

)

 

 

10,905

 

 

 

 

Persimmon Place

 

 

25,975

 

 

 

38,114

 

 

 

691

 

 

 

26,692

 

 

 

38,088

 

 

 

64,780

 

 

 

(17,940

)

 

 

46,840

 

 

 

 

Pike Creek

 

 

5,153

 

 

 

20,652

 

 

 

9,595

 

 

 

5,873

 

 

 

29,527

 

 

 

35,400

 

 

 

(16,394

)

 

 

19,006

 

 

 

 

Pine Island

 

 

21,086

 

 

 

28,123

 

 

 

3,780

 

 

 

21,086

 

 

 

31,903

 

 

 

52,989

 

 

 

(10,192

)

 

 

42,797

 

 

 

 

Pine Lake Village

 

 

6,300

 

 

 

10,991

 

 

 

1,905

 

 

 

6,300

 

 

 

12,896

 

 

 

19,196

 

 

 

(8,395

)

 

 

10,801

 

 

 

 

Pine Ridge Square

 

 

13,951

 

 

 

23,147

 

 

 

565

 

 

 

13,951

 

 

 

23,712

 

 

 

37,663

 

 

 

(5,819

)

 

 

31,844

 

 

 

 

Pine Tree Plaza

 

 

668

 

 

 

6,220

 

 

 

1,038

 

 

 

668

 

 

 

7,258

 

 

 

7,926

 

 

 

(4,649

)

 

 

3,277

 

 

 

 

Pinecrest Place

 

 

4,193

 

 

 

13,275

 

 

 

(165

)

 

 

3,992

 

 

 

13,311

 

 

 

17,303

 

 

 

(3,560

)

 

 

13,743

 

 

 

 

Plaza Escuela

 

 

24,829

 

 

 

104,395

 

 

 

4,047

 

 

 

24,829

 

 

 

108,442

 

 

 

133,271

 

 

 

(20,348

)

 

 

112,923

 

 

 

 

Plaza Hermosa

 

 

4,200

 

 

 

10,109

 

 

 

3,881

 

 

 

4,202

 

 

 

13,988

 

 

 

18,190

 

 

 

(9,062

)

 

 

9,128

 

 

 

 

Point 50

 

 

15,239

 

 

 

11,367

 

 

 

69

 

 

 

14,628

 

 

 

12,047

 

 

 

26,675

 

 

 

(2,273

)

 

 

24,402

 

 

 

 

Point Royale Shopping Center

 

 

18,201

 

 

 

14,889

 

 

 

6,748

 

 

 

19,386

 

 

 

20,452

 

 

 

39,838

 

 

 

(7,643

)

 

 

32,195

 

 

 

 

Pompton Lakes Towne Square

 

 

12,940

 

 

 

16,392

 

 

 

136

 

 

 

12,940

 

 

 

16,528

 

 

 

29,468

 

 

 

(194

)

 

 

29,274

 

 

 

 

Post Road Plaza

 

 

15,240

 

 

 

5,196

 

 

 

176

 

 

 

15,240

 

 

 

5,372

 

 

 

20,612

 

 

 

(1,412

)

 

 

19,200

 

 

 

 

Potrero Center

 

 

133,422

 

 

 

116,758

 

 

 

(88,645

)

 

 

85,205

 

 

 

76,330

 

 

 

161,535

 

 

 

(15,070

)

 

 

146,465

 

 

 

 

Powell Street Plaza

 

 

8,248

 

 

 

30,716

 

 

 

4,172

 

 

 

8,248

 

 

 

34,888

 

 

 

43,136

 

 

 

(20,033

)

 

 

23,103

 

 

 

 

Powers Ferry Square

 

 

3,687

 

 

 

17,965

 

 

 

10,088

 

 

 

5,758

 

 

 

25,982

 

 

 

31,740

 

 

 

(22,479

)

 

 

9,261

 

 

 

 

Powers Ferry Village

 

 

1,191

 

 

 

4,672

 

 

 

663

 

 

 

1,191

 

 

 

5,335

 

 

 

6,526

 

 

 

(4,415

)

 

 

2,111

 

 

 

 

Prairie City Crossing

 

 

4,164

 

 

 

13,032

 

 

 

623

 

 

 

4,164

 

 

 

13,655

 

 

 

17,819

 

 

 

(7,785

)

 

 

10,034

 

 

 

 

Preston Oaks

 

 

763

 

 

 

30,438

 

 

 

513

 

 

 

1,534

 

 

 

30,180

 

 

 

31,714

 

 

 

(5,281

)

 

 

26,433

 

 

 

 

 

120


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Prestonbrook

 

 

7,069

 

 

 

8,622

 

 

 

(593

)

 

 

5,244

 

 

 

9,854

 

 

 

15,098

 

 

 

(8,167

)

 

 

6,931

 

 

 

 

Prosperity Centre

 

 

11,682

 

 

 

26,215

 

 

 

750

 

 

 

11,681

 

 

 

26,966

 

 

 

38,647

 

 

 

(6,214

)

 

 

32,433

 

 

 

 

Purchase Street Shops

 

 

466

 

 

 

1,388

 

 

 

1

 

 

 

466

 

 

 

1,389

 

 

 

1,855

 

 

 

(22

)

 

 

1,833

 

 

 

 

Ralphs Circle Center

 

 

20,939

 

 

 

6,317

 

 

 

162

 

 

 

20,939

 

 

 

6,479

 

 

 

27,418

 

 

 

(2,080

)

 

 

25,338

 

 

 

 

Red Bank Village

 

 

10,336

 

 

 

9,500

 

 

 

1,267

 

 

 

9,755

 

 

 

11,348

 

 

 

21,103

 

 

 

(4,948

)

 

 

16,155

 

 

 

 

Regency Commons

 

 

3,917

 

 

 

3,616

 

 

 

371

 

 

 

3,917

 

 

 

3,987

 

 

 

7,904

 

 

 

(3,073

)

 

 

4,831

 

 

 

 

Regency Square

 

 

4,770

 

 

 

25,191

 

 

 

7,003

 

 

 

5,060

 

 

 

31,904

 

 

 

36,964

 

 

 

(27,508

)

 

 

9,456

 

 

 

 

Ridgeway Shopping Center

 

 

47,684

 

 

 

96,414

 

 

 

204

 

 

 

47,684

 

 

 

96,618

 

 

 

144,302

 

 

 

(969

)

 

 

143,333

 

 

 

(43,150

)

Rite Aid Plaza-Waldwick Plaza

 

 

1,774

 

 

 

5,753

 

 

 

10

 

 

 

1,774

 

 

 

5,763

 

 

 

7,537

 

 

 

(58

)

 

 

7,479

 

 

 

 

Rivertowns Square

 

 

15,505

 

 

 

52,505

 

 

 

5,381

 

 

 

16,853

 

 

 

56,538

 

 

 

73,391

 

 

 

(10,252

)

 

 

63,139

 

 

 

 

Rona Plaza

 

 

1,500

 

 

 

4,917

 

 

 

397

 

 

 

1,500

 

 

 

5,314

 

 

 

6,814

 

 

 

(3,632

)

 

 

3,182

 

 

 

 

Roosevelt Square

 

 

40,371

 

 

 

32,108

 

 

 

7,587

 

 

 

40,382

 

 

 

39,684

 

 

 

80,066

 

 

 

(7,150

)

 

 

72,916

 

 

 

 

Russell Ridge

 

 

2,234

 

 

 

6,903

 

 

 

1,684

 

 

 

2,234

 

 

 

8,587

 

 

 

10,821

 

 

 

(6,294

)

 

 

4,527

 

 

 

 

Ryanwood Square

 

 

10,581

 

 

 

10,044

 

 

 

361

 

 

 

10,581

 

 

 

10,405

 

 

 

20,986

 

 

 

(3,525

)

 

 

17,461

 

 

 

 

Sammamish-Highlands

 

 

9,300

 

 

 

8,075

 

 

 

8,945

 

 

 

9,592

 

 

 

16,728

 

 

 

26,320

 

 

 

(12,078

)

 

 

14,242

 

 

 

 

San Carlos Marketplace

 

 

36,006

 

 

 

57,886

 

 

 

402

 

 

 

36,006

 

 

 

58,288

 

 

 

94,294

 

 

 

(11,710

)

 

 

82,584

 

 

 

 

San Leandro Plaza

 

 

1,300

 

 

 

8,226

 

 

 

1,537

 

 

 

1,300

 

 

 

9,763

 

 

 

11,063

 

 

 

(5,971

)

 

 

5,092

 

 

 

 

Sandy Springs

 

 

6,889

 

 

 

28,056

 

 

 

4,754

 

 

 

6,889

 

 

 

32,810

 

 

 

39,699

 

 

 

(12,255

)

 

 

27,444

 

 

 

 

Sawgrass Promenade

 

 

10,846

 

 

 

12,525

 

 

 

1,105

 

 

 

10,846

 

 

 

13,630

 

 

 

24,476

 

 

 

(3,906

)

 

 

20,570

 

 

 

 

Scripps Ranch Marketplace

 

 

59,949

 

 

 

26,334

 

 

 

1,045

 

 

 

59,949

 

 

 

27,379

 

 

 

87,328

 

 

 

(5,986

)

 

 

81,342

 

 

 

 

Serramonte Center

 

 

390,106

 

 

 

172,652

 

 

 

95,691

 

 

 

416,509

 

 

 

241,940

 

 

 

658,449

 

 

 

(77,112

)

 

 

581,337

 

 

 

 

Shaw's at Plymouth

 

 

3,968

 

 

 

8,367

 

 

 

 

 

 

3,968

 

 

 

8,367

 

 

 

12,335

 

 

 

(2,481

)

 

 

9,854

 

 

 

 

Shelton Square

 

 

13,383

 

 

 

25,265

 

 

 

2,844

 

 

 

13,383

 

 

 

28,109

 

 

 

41,492

 

 

 

(362

)

 

 

41,130

 

 

 

 

Sheridan Plaza

 

 

82,260

 

 

 

97,273

 

 

 

15,832

 

 

 

83,814

 

 

 

111,551

 

 

 

195,365

 

 

 

(25,907

)

 

 

169,458

 

 

 

 

Sherwood Crossroads

 

 

2,731

 

 

 

6,360

 

 

 

920

 

 

 

2,454

 

 

 

7,557

 

 

 

10,011

 

 

 

(4,394

)

 

 

5,617

 

 

 

 

Shiloh Springs

 

 

5,236

 

 

 

11,802

 

 

 

625

 

 

 

5,236

 

 

 

12,427

 

 

 

17,663

 

 

 

(1,394

)

 

 

16,269

 

 

 

 

Shoppes @ 104

 

 

11,193

 

 

 

 

 

 

3,002

 

 

 

7,078

 

 

 

7,117

 

 

 

14,195

 

 

 

(4,159

)

 

 

10,036

 

 

 

 

Shoppes at Homestead

 

 

5,420

 

 

 

9,450

 

 

 

2,490

 

 

 

5,420

 

 

 

11,940

 

 

 

17,360

 

 

 

(7,824

)

 

 

9,536

 

 

 

 

Shoppes at Lago Mar

 

 

8,323

 

 

 

11,347

 

 

 

287

 

 

 

8,323

 

 

 

11,634

 

 

 

19,957

 

 

 

(3,457

)

 

 

16,500

 

 

 

 

Shoppes at Sunlake Centre

 

 

16,643

 

 

 

15,091

 

 

 

6,360

 

 

 

18,001

 

 

 

20,093

 

 

 

38,094

 

 

 

(5,764

)

 

 

32,330

 

 

 

 

Shoppes of Grande Oak

 

 

5,091

 

 

 

5,985

 

 

 

953

 

 

 

5,091

 

 

 

6,938

 

 

 

12,029

 

 

 

(6,045

)

 

 

5,984

 

 

 

 

Shoppes of Jonathan's Landing

 

 

4,474

 

 

 

5,628

 

 

 

514

 

 

 

4,474

 

 

 

6,142

 

 

 

10,616

 

 

 

(1,634

)

 

 

8,982

 

 

 

 

Shoppes of Oakbrook

 

 

20,538

 

 

 

42,992

 

 

 

402

 

 

 

20,538

 

 

 

43,394

 

 

 

63,932

 

 

 

(13,126

)

 

 

50,806

 

 

 

 

Shoppes of Silver Lakes

 

 

17,529

 

 

 

21,829

 

 

 

1,933

 

 

 

17,529

 

 

 

23,762

 

 

 

41,291

 

 

 

(6,674

)

 

 

34,617

 

 

 

 

Shoppes of Sunset

 

 

2,860

 

 

 

1,316

 

 

 

680

 

 

 

2,860

 

 

 

1,996

 

 

 

4,856

 

 

 

(482

)

 

 

4,374

 

 

 

 

Shoppes of Sunset II

 

 

2,834

 

 

 

715

 

 

 

623

 

 

 

2,834

 

 

 

1,338

 

 

 

4,172

 

 

 

(363

)

 

 

3,809

 

 

 

 

Shops at County Center

 

 

9,957

 

 

 

11,296

 

 

 

2,197

 

 

 

9,973

 

 

 

13,477

 

 

 

23,450

 

 

 

(12,136

)

 

 

11,314

 

 

 

 

Shops at Erwin Mill

 

 

9,082

 

 

 

6,124

 

 

 

575

 

 

 

9,087

 

 

 

6,694

 

 

 

15,781

 

 

 

(4,316

)

 

 

11,465

 

 

 

(10,000

)

Shops at John's Creek

 

 

1,863

 

 

 

2,014

 

 

 

(63

)

 

 

1,501

 

 

 

2,313

 

 

 

3,814

 

 

 

(1,701

)

 

 

2,113

 

 

 

 

Shops at Mira Vista

 

 

11,691

 

 

 

9,026

 

 

 

739

 

 

 

11,691

 

 

 

9,765

 

 

 

21,456

 

 

 

(3,555

)

 

 

17,901

 

 

 

(165

)

Shops at Quail Creek

 

 

1,487

 

 

 

7,717

 

 

 

1,146

 

 

 

1,448

 

 

 

8,902

 

 

 

10,350

 

 

 

(4,938

)

 

 

5,412

 

 

 

 

 

121


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Shops at Saugus

 

 

19,201

 

 

 

17,984

 

 

 

555

 

 

 

18,811

 

 

 

18,929

 

 

 

37,740

 

 

 

(13,955

)

 

 

23,785

 

 

 

 

Shops at Skylake

 

 

84,586

 

 

 

39,342

 

 

 

2,382

 

 

 

85,117

 

 

 

41,193

 

 

 

126,310

 

 

 

(12,523

)

 

 

113,787

 

 

 

 

Shops at The Columbia

 

 

3,117

 

 

 

8,869

 

 

 

 

 

 

3,117

 

 

 

8,869

 

 

 

11,986

 

 

 

(627

)

 

 

11,359

 

 

 

 

Shops on Main

 

 

17,020

 

 

 

27,055

 

 

 

16,431

 

 

 

18,534

 

 

 

41,972

 

 

 

60,506

 

 

 

(18,076

)

 

 

42,430

 

 

 

 

Somers Commons

 

 

7,019

 

 

 

29,808

 

 

 

2,366

 

 

 

7,019

 

 

 

32,174

 

 

 

39,193

 

 

 

(343

)

 

 

38,850

 

 

 

 

Sope Creek Crossing

 

 

2,985

 

 

 

12,001

 

 

 

3,482

 

 

 

3,332

 

 

 

15,136

 

 

 

18,468

 

 

 

(10,741

)

 

 

7,727

 

 

 

 

South Beach Regional

 

 

28,188

 

 

 

53,405

 

 

 

1,383

 

 

 

28,188

 

 

 

54,788

 

 

 

82,976

 

 

 

(13,782

)

 

 

69,194

 

 

 

 

South Pass Village

 

 

11,079

 

 

 

31,610

 

 

 

56

 

 

 

11,079

 

 

 

31,666

 

 

 

42,745

 

 

 

(361

)

 

 

42,384

 

 

 

(20,144

)

South Point

 

 

6,563

 

 

 

7,939

 

 

 

586

 

 

 

6,563

 

 

 

8,525

 

 

 

15,088

 

 

 

(2,430

)

 

 

12,658

 

 

 

 

Southbury Green

 

 

26,661

 

 

 

34,325

 

 

 

7,247

 

 

 

29,743

 

 

 

38,490

 

 

 

68,233

 

 

 

(9,918

)

 

 

58,315

 

 

 

 

Southcenter

 

 

1,300

 

 

 

12,750

 

 

 

2,350

 

 

 

1,300

 

 

 

15,100

 

 

 

16,400

 

 

 

(9,929

)

 

 

6,471

 

 

 

 

Southpark at Cinco Ranch

 

 

18,395

 

 

 

11,306

 

 

 

7,531

 

 

 

21,438

 

 

 

15,794

 

 

 

37,232

 

 

 

(9,989

)

 

 

27,243

 

 

 

 

SouthPoint Crossing

 

 

4,412

 

 

 

12,235

 

 

 

1,556

 

 

 

4,382

 

 

 

13,821

 

 

 

18,203

 

 

 

(8,865

)

 

 

9,338

 

 

 

 

Staples Plaza-Yorktown Heights

 

 

7,131

 

 

 

47,704

 

 

 

268

 

 

 

7,131

 

 

 

47,972

 

 

 

55,103

 

 

 

(465

)

 

 

54,638

 

 

 

 

Starke

 

 

71

 

 

 

1,683

 

 

 

13

 

 

 

71

 

 

 

1,696

 

 

 

1,767

 

 

 

(986

)

 

 

781

 

 

 

 

Star's at Cambridge

 

 

31,082

 

 

 

13,520

 

 

 

(1

)

 

 

31,082

 

 

 

13,519

 

 

 

44,601

 

 

 

(3,426

)

 

 

41,175

 

 

 

 

Star's at Quincy

 

 

27,003

 

 

 

9,425

 

 

 

1

 

 

 

27,003

 

 

 

9,426

 

 

 

36,429

 

 

 

(2,887

)

 

 

33,542

 

 

 

 

Star's at West Roxbury

 

 

21,973

 

 

 

13,386

 

 

 

282

 

 

 

21,973

 

 

 

13,668

 

 

 

35,641

 

 

 

(3,390

)

 

 

32,251

 

 

 

 

Station Centre @ Old Greenwich

 

 

9,121

 

 

 

7,603

 

 

 

 

 

 

9,121

 

 

 

7,603

 

 

 

16,724

 

 

 

(110

)

 

 

16,614

 

 

 

(6,770

)

Sterling Ridge

 

 

12,846

 

 

 

12,162

 

 

 

1,660

 

 

 

12,846

 

 

 

13,822

 

 

 

26,668

 

 

 

(11,447

)

 

 

15,221

 

 

 

 

Stroh Ranch

 

 

4,280

 

 

 

8,189

 

 

 

1,192

 

 

 

4,280

 

 

 

9,381

 

 

 

13,661

 

 

 

(7,573

)

 

 

6,088

 

 

 

 

Suncoast Crossing

 

 

9,030

 

 

 

10,764

 

 

 

4,602

 

 

 

13,374

 

 

 

11,022

 

 

 

24,396

 

 

 

(9,744

)

 

 

14,652

 

 

 

 

Sunny Valley Shops

 

 

2,820

 

 

 

5,055

 

 

 

31

 

 

 

2,820

 

 

 

5,086

 

 

 

7,906

 

 

 

(71

)

 

 

7,835

 

 

 

 

Talega Village Center

 

 

22,415

 

 

 

12,054

 

 

 

86

 

 

 

22,415

 

 

 

12,140

 

 

 

34,555

 

 

 

(2,894

)

 

 

31,661

 

 

 

 

Tamarac Town Square

 

 

12,584

 

 

 

9,221

 

 

 

1,503

 

 

 

12,584

 

 

 

10,724

 

 

 

23,308

 

 

 

(3,183

)

 

 

20,125

 

 

 

 

Tanasbourne Market

 

 

3,269

 

 

 

10,861

 

 

 

(294

)

 

 

3,149

 

 

 

10,687

 

 

 

13,836

 

 

 

(7,083

)

 

 

6,753

 

 

 

 

Tanglewood Shopping Center

 

 

5,920

 

 

 

7,889

 

 

 

9

 

 

 

5,920

 

 

 

7,898

 

 

 

13,818

 

 

 

(100

)

 

 

13,718

 

 

 

(3,163

)

Tassajara Crossing

 

 

8,560

 

 

 

15,464

 

 

 

2,791

 

 

 

8,560

 

 

 

18,255

 

 

 

26,815

 

 

 

(11,227

)

 

 

15,588

 

 

 

 

Tech Ridge Center

 

 

12,945

 

 

 

37,169

 

 

 

4,362

 

 

 

13,589

 

 

 

40,887

 

 

 

54,476

 

 

 

(20,180

)

 

 

34,296

 

 

 

 

The Abbot

 

 

72,910

 

 

 

6,086

 

 

 

51,854

 

 

 

79,217

 

 

 

51,633

 

 

 

130,850

 

 

 

(2,904

)

 

 

127,946

 

 

 

 

The Crossing Clarendon

 

 

154,932

 

 

 

126,328

 

 

 

54,813

 

 

 

161,278

 

 

 

174,795

 

 

 

336,073

 

 

 

(31,880

)

 

 

304,193

 

 

 

 

The Dock-Dockside

 

 

20,974

 

 

 

49,185

 

 

 

2

 

 

 

20,974

 

 

 

49,187

 

 

 

70,161

 

 

 

(527

)

 

 

69,634

 

 

 

(33,667

)

The Field at Commonwealth

 

 

30,982

 

 

 

18,248

 

 

 

37

 

 

 

30,983

 

 

 

18,284

 

 

 

49,267

 

 

 

(9,071

)

 

 

40,196

 

 

 

 

The Gallery at Westbury Plaza

 

 

108,653

 

 

 

216,771

 

 

 

4,150

 

 

 

108,653

 

 

 

220,921

 

 

 

329,574

 

 

 

(48,381

)

 

 

281,193

 

 

 

 

The Hub Hillcrest Market

 

 

18,773

 

 

 

61,906

 

 

 

7,706

 

 

 

19,611

 

 

 

68,774

 

 

 

88,385

 

 

 

(23,007

)

 

 

65,378

 

 

 

 

The Longmeadow Shops

 

 

5,451

 

 

 

23,738

 

 

 

15

 

 

 

5,451

 

 

 

23,753

 

 

 

29,204

 

 

 

(82

)

 

 

29,122

 

 

 

(13,000

)

The Marketplace

 

 

10,927

 

 

 

36,052

 

 

 

1,230

 

 

 

10,927

 

 

 

37,282

 

 

 

48,209

 

 

 

(8,304

)

 

 

39,905

 

 

 

 

The Plaza at St. Lucie West

 

 

1,718

 

 

 

6,204

 

 

 

39

 

 

 

1,718

 

 

 

6,243

 

 

 

7,961

 

 

 

(1,515

)

 

 

6,446

 

 

 

 

The Point at Garden City Park

 

 

741

 

 

 

9,764

 

 

 

5,889

 

 

 

2,559

 

 

 

13,835

 

 

 

16,394

 

 

 

(5,256

)

 

 

11,138

 

 

 

 

The Pruneyard

 

 

112,136

 

 

 

86,918

 

 

 

2,810

 

 

 

112,136

 

 

 

89,728

 

 

 

201,864

 

 

 

(14,462

)

 

 

187,402

 

 

 

(2,200

)

The Shops at Hampton Oaks

 

 

843

 

 

 

372

 

 

 

(313

)

 

 

297

 

 

 

605

 

 

 

902

 

 

 

(266

)

 

 

636

 

 

 

 

The Village at Hunter's Lake

 

 

9,735

 

 

 

12,982

 

 

 

35

 

 

 

9,735

 

 

 

13,017

 

 

 

22,752

 

 

 

(2,929

)

 

 

19,823

 

 

 

 

 

122


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

The Village at Riverstone

 

 

17,179

 

 

 

13,013

 

 

 

(111

)

 

 

17,179

 

 

 

12,902

 

 

 

30,081

 

 

 

(3,838

)

 

 

26,243

 

 

 

 

Town and Country

 

 

4,664

 

 

 

5,207

 

 

 

22

 

 

 

4,664

 

 

 

5,229

 

 

 

9,893

 

 

 

(2,110

)

 

 

7,783

 

 

 

 

Town Square

 

 

883

 

 

 

8,132

 

 

 

739

 

 

 

883

 

 

 

8,871

 

 

 

9,754

 

 

 

(5,677

)

 

 

4,077

 

 

 

 

Towne Centre at Somers

 

 

3,235

 

 

 

30,998

 

 

 

22

 

 

 

3,235

 

 

 

31,020

 

 

 

34,255

 

 

 

(326

)

 

 

33,929

 

 

 

 

Treasure Coast Plaza

 

 

7,553

 

 

 

21,554

 

 

 

1,198

 

 

 

7,553

 

 

 

22,752

 

 

 

30,305

 

 

 

(5,975

)

 

 

24,330

 

 

 

 

Tustin Legacy

 

 

13,829

 

 

 

23,922

 

 

 

42

 

 

 

13,828

 

 

 

23,965

 

 

 

37,793

 

 

 

(7,310

)

 

 

30,483

 

 

 

 

Twin City Plaza

 

 

17,245

 

 

 

44,225

 

 

 

2,685

 

 

 

17,263

 

 

 

46,892

 

 

 

64,155

 

 

 

(22,416

)

 

 

41,739

 

 

 

 

Twin Peaks

 

 

5,200

 

 

 

25,827

 

 

 

9,650

 

 

 

6,585

 

 

 

34,092

 

 

 

40,677

 

 

 

(19,041

)

 

 

21,636

 

 

 

 

Unigold Shopping Center

 

 

5,490

 

 

 

5,144

 

 

 

6,637

 

 

 

5,561

 

 

 

11,710

 

 

 

17,271

 

 

 

(5,788

)

 

 

11,483

 

 

 

 

University Commons

 

 

4,070

 

 

 

30,785

 

 

 

729

 

 

 

4,070

 

 

 

31,514

 

 

 

35,584

 

 

 

(10,327

)

 

 

25,257

 

 

 

 

Valencia Crossroads

 

 

17,921

 

 

 

17,659

 

 

 

1,298

 

 

 

17,921

 

 

 

18,957

 

 

 

36,878

 

 

 

(17,499

)

 

 

19,379

 

 

 

 

Valley Ridge Shopping Center

 

 

13,363

 

 

 

19,803

 

 

 

49

 

 

 

13,363

 

 

 

19,852

 

 

 

33,215

 

 

 

(238

)

 

 

32,977

 

 

 

(16,775

)

Valley Stream

 

 

13,297

 

 

 

16,241

 

 

 

533

 

 

 

13,887

 

 

 

16,184

 

 

 

30,071

 

 

 

(1,403

)

 

 

28,668

 

 

 

 

Van Houten Plaza

 

 

2,178

 

 

 

2,747

 

 

 

 

 

 

2,178

 

 

 

2,747

 

 

 

4,925

 

 

 

(39

)

 

 

4,886

 

 

 

 

Veterans Plaza

 

 

2,328

 

 

 

7,104

 

 

 

31

 

 

 

2,328

 

 

 

7,135

 

 

 

9,463

 

 

 

(85

)

 

 

9,378

 

 

 

 

Village at La Floresta

 

 

13,140

 

 

 

20,559

 

 

 

(59

)

 

 

13,156

 

 

 

20,484

 

 

 

33,640

 

 

 

(8,735

)

 

 

24,905

 

 

 

 

Village at Lee Airpark

 

 

11,099

 

 

 

12,975

 

 

 

3,823

 

 

 

11,803

 

 

 

16,094

 

 

 

27,897

 

 

 

(14,880

)

 

 

13,017

 

 

 

 

Village Center

 

 

3,885

 

 

 

14,131

 

 

 

10,047

 

 

 

5,480

 

 

 

22,583

 

 

 

28,063

 

 

 

(13,473

)

 

 

14,590

 

 

 

 

Village Commons

 

 

312

 

 

 

5,950

 

 

 

114

 

 

 

312

 

 

 

6,064

 

 

 

6,376

 

 

 

(85

)

 

 

6,291

 

 

 

 

Von's Circle Center

 

 

49,037

 

 

 

22,618

 

 

 

924

 

 

 

49,037

 

 

 

23,542

 

 

 

72,579

 

 

 

(6,091

)

 

 

66,488

 

 

 

(4,273

)

Wading River

 

 

14,969

 

 

 

18,641

 

 

 

634

 

 

 

14,915

 

 

 

19,329

 

 

 

34,244

 

 

 

(1,476

)

 

 

32,768

 

 

 

 

Waldwick Plaza

 

 

1,724

 

 

 

5,824

 

 

 

 

 

 

1,724

 

 

 

5,824

 

 

 

7,548

 

 

 

(73

)

 

 

7,475

 

 

 

 

Walker Center

 

 

3,840

 

 

 

7,232

 

 

 

4,094

 

 

 

3,878

 

 

 

11,288

 

 

 

15,166

 

 

 

(8,612

)

 

 

6,554

 

 

 

 

Walmart Norwalk

 

 

20,394

 

 

 

21,261

 

 

 

9

 

 

 

20,394

 

 

 

21,270

 

 

 

41,664

 

 

 

(6,377

)

 

 

35,287

 

 

 

 

Washington Commons

 

 

7,829

 

 

 

12,182

 

 

 

36

 

 

 

7,829

 

 

 

12,218

 

 

 

20,047

 

 

 

(150

)

 

 

19,897

 

 

 

(8,766

)

Waterstone Plaza

 

 

5,498

 

 

 

13,500

 

 

 

131

 

 

 

5,498

 

 

 

13,631

 

 

 

19,129

 

 

 

(3,544

)

 

 

15,585

 

 

 

 

Welleby Plaza

 

 

1,496

 

 

 

7,787

 

 

 

2,338

 

 

 

1,496

 

 

 

10,125

 

 

 

11,621

 

 

 

(8,928

)

 

 

2,693

 

 

 

 

Wellington Town Square

 

 

2,041

 

 

 

12,131

 

 

 

3,010

 

 

 

2,600

 

 

 

14,582

 

 

 

17,182

 

 

 

(7,916

)

 

 

9,266

 

 

 

 

West Bird Plaza

 

 

12,934

 

 

 

18,594

 

 

 

339

 

 

 

15,386

 

 

 

16,481

 

 

 

31,867

 

 

 

(4,044

)

 

 

27,823

 

 

 

 

West Chester Plaza

 

 

1,857

 

 

 

7,572

 

 

 

725

 

 

 

1,857

 

 

 

8,297

 

 

 

10,154

 

 

 

(6,979

)

 

 

3,175

 

 

 

 

West Lake Shopping Center

 

 

10,561

 

 

 

9,792

 

 

 

447

 

 

 

10,561

 

 

 

10,239

 

 

 

20,800

 

 

 

(3,114

)

 

 

17,686

 

 

 

 

West Park Plaza

 

 

5,840

 

 

 

5,759

 

 

 

3,003

 

 

 

5,840

 

 

 

8,762

 

 

 

14,602

 

 

 

(5,619

)

 

 

8,983

 

 

 

 

Westbard Square

 

 

127,859

 

 

 

21,514

 

 

 

(8,648

)

 

 

127,934

 

 

 

12,791

 

 

 

140,725

 

 

 

(12,024

)

 

 

128,701

 

 

 

 

Westbury Plaza

 

 

116,129

 

 

 

51,460

 

 

 

6,901

 

 

 

117,832

 

 

 

56,658

 

 

 

174,490

 

 

 

(14,612

)

 

 

159,878

 

 

 

(88,000

)

Westchase

 

 

5,302

 

 

 

8,273

 

 

 

1,428

 

 

 

5,302

 

 

 

9,701

 

 

 

15,003

 

 

 

(4,971

)

 

 

10,032

 

 

 

 

Westchester Commons

 

 

3,366

 

 

 

11,751

 

 

 

11,160

 

 

 

4,894

 

 

 

21,383

 

 

 

26,277

 

 

 

(11,182

)

 

 

15,095

 

 

 

 

Westlake Village Plaza and Center

 

 

7,043

 

 

 

27,195

 

 

 

30,794

 

 

 

17,620

 

 

 

47,412

 

 

 

65,032

 

 

 

(36,156

)

 

 

28,876

 

 

 

 

Westport Plaza

 

 

9,035

 

 

 

7,455

 

 

 

(29

)

 

 

9,035

 

 

 

7,426

 

 

 

16,461

 

 

 

(2,271

)

 

 

14,190

 

 

 

 

Westport Row

 

 

43,597

 

 

 

16,428

 

 

 

14,673

 

 

 

46,170

 

 

 

28,528

 

 

 

74,698

 

 

 

(7,180

)

 

 

67,518

 

 

 

 

Westwood Village

 

 

19,933

 

 

 

25,301

 

 

 

(1,050

)

 

 

18,979

 

 

 

25,205

 

 

 

44,184

 

 

 

(18,416

)

 

 

25,768

 

 

 

 

Willa Springs

 

 

13,322

 

 

 

15,314

 

 

 

330

 

 

 

13,322

 

 

 

15,644

 

 

 

28,966

 

 

 

(1,358

)

 

 

27,608

 

 

 

(16,700

)

 

123


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(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 or
Encumbrances

 

Williamsburg at Dunwoody

 

 

7,435

 

 

 

3,721

 

 

 

1,193

 

 

 

7,444

 

 

 

4,905

 

 

 

12,349

 

 

 

(1,763

)

 

 

10,586

 

 

 

 

Willow Festival

 

 

1,954

 

 

 

56,501

 

 

 

3,641

 

 

 

1,976

 

 

 

60,120

 

 

 

62,096

 

 

 

(23,333

)

 

 

38,763

 

 

 

 

Willow Oaks

 

 

6,664

 

 

 

7,908

 

 

 

(272

)

 

 

6,294

 

 

 

8,006

 

 

 

14,300

 

 

 

(3,998

)

 

 

10,302

 

 

 

 

Willows Shopping Center

 

 

51,964

 

 

 

78,029

 

 

 

3,414

 

 

 

51,992

 

 

 

81,415

 

 

 

133,407

 

 

 

(17,960

)

 

 

115,447

 

 

 

 

Woodcroft Shopping Center

 

 

1,419

 

 

 

6,284

 

 

 

1,799

 

 

 

1,421

 

 

 

8,081

 

 

 

9,502

 

 

 

(5,807

)

 

 

3,695

 

 

 

 

Woodman Van Nuys

 

 

5,500

 

 

 

7,195

 

 

 

384

 

 

 

5,500

 

 

 

7,579

 

 

 

13,079

 

 

 

(4,833

)

 

 

8,246

 

 

 

 

Woodmen Plaza

 

 

7,621

 

 

 

11,018

 

 

 

1,441

 

 

 

7,621

 

 

 

12,459

 

 

 

20,080

 

 

 

(12,436

)

 

 

7,644

 

 

 

 

Woodside Central

 

 

3,500

 

 

 

9,288

 

 

 

895

 

 

 

3,489

 

 

 

10,194

 

 

 

13,683

 

 

 

(6,498

)

 

 

7,185

 

 

 

 

Corporate Assets

 

 

 

 

 

2,127

 

 

 

1,336

 

 

 

 

 

 

3,463

 

 

 

3,463

 

 

 

(1,489

)

 

 

1,974

 

 

 

 

Land held for future development

 

 

11,323

 

 

 

 

 

 

(4,611

)

 

 

6,712

 

 

 

 

 

 

6,712

 

 

 

 

 

 

6,712

 

 

 

 

Construction in progress

 

 

 

 

 

 

 

 

218,181

 

 

 

 

 

 

218,181

 

 

 

218,181

 

 

 

 

 

 

218,181

 

 

 

 

 

 

$

5,506,209

 

 

 

6,848,826

 

 

 

1,099,356

 

 

 

5,561,362

 

 

 

7,893,029

 

 

 

13,454,391

 

 

 

(2,691,386

)

 

 

10,763,005

 

 

 

(757,833

)

 

(1)
See "Item 2 - Properties" of this Report, for geographic location, year each operating property was acquired, and year constructed or last major renovation.
(2)
The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for losses recorded, and demolition of part of the property for redevelopment.

See accompanying report of independent registered public accounting firm.

 

124


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2023

(in thousands)

Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $10.8 billion at December 31, 2023.

The changes in total real estate assets for the years ended December 31, 2023, 2022, and 2021 are as follows:

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

Beginning balance

 

$

11,858,064

 

 

 

11,495,581

 

 

 

11,101,858

 

Acquired properties and land

 

 

1,445,428

 

 

 

224,653

 

 

 

479,708

 

Developments and improvements

 

 

206,085

 

 

 

171,629

 

 

 

172,012

 

Disposal of building and tenant improvements

 

 

(14,149

)

 

 

(29,523

)

 

 

(10,898

)

Sale of properties

 

 

(19,366

)

 

 

(4,276

)

 

 

(107,090

)

Properties held for sale

 

 

(21,671

)

 

 

 

 

 

(50,873

)

Provision for impairment

 

 

 

 

 

 

 

 

(89,136

)

Ending balance

 

$

13,454,391

 

 

 

11,858,064

 

 

 

11,495,581

 

The changes in accumulated depreciation for the years ended December 31, 2023, 2022, and 2021 are as follows:

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

Beginning balance

 

$

2,415,860

 

 

 

2,174,963

 

 

 

1,994,108

 

Depreciation expense

 

 

293,705

 

 

 

270,520

 

 

 

253,437

 

Disposal of building and tenant improvements

 

 

(14,149

)

 

 

(29,523

)

 

 

(10,898

)

Sale of properties

 

 

(569

)

 

 

(100

)

 

 

(28,715

)

Accumulated depreciation related to properties held for sale

 

 

(3,461

)

 

 

 

 

 

(28,110

)

Provision for impairment

 

 

 

 

 

 

 

 

(4,859

)

Ending balance

 

$

2,691,386

 

 

 

2,415,860

 

 

 

2,174,963

 

See accompanying report of independent registered public accounting firm.

 

125


 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2023, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2023.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting.

The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2023, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

126


 

Management's Report on Internal Control over Financial Reporting

The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2023.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.

The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

On September 13, 2023, Martin E. Stein Jr., the Company’s Executive Chairman of the Board of the Company, took the following actions:

(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination by Mr. Stein, was to expire by its terms on March 31, 2024. This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000 shares of common stock pursuant to multiple limit orders. As of the date of termination of this plan, Mr. Stein had not sold any shares of common stock under its terms.

(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Stein’s Rule 10b5-1 Trading Plan, which expires on February 15, 2025, provides for the sale of up to 50,000 shares of common stock pursuant to multiple limit orders. On December 14, 2023, Mr. Stein sold 25,000 shares of common stock at $68.00 per share in accordance with this Rule 10b5-1 Trading Plan.

Entry into Material Definitive Agreements

Indemnification Agreements

On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively as the “Indemnified Parties”). These Indemnification Agreements require the Company, among other things, to indemnify and hold harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act. These Indemnification Agreements also require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets forth various procedures in respect of such advancement and indemnification. The Indemnification Agreements also require the Company to procure customary directors and officers liability insurance, subject to certain conditions. The Company believes that these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.

127


 

The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the “form of” Indemnification Agreement, a copy of which is incorporated by reference as Exhibit 10(k) herein.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Code of Ethics.

We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our website.

Item 11. Executive Compensation

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information about securities that may be issued under our existing equity compensation plans:

Equity Compensation Plan Information

(as of December 31, 2023)

 

 

 

(a)

 

 

(b)

 

 

(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

 

 

 

 

$

 

 

 

4,138,535

 

Equity compensation plans not approved by security holders

 

N/A

 

 

N/A

 

 

N/A

 

Total

 

 

 

 

$

 

 

 

4,138,535

 

(1)
This column does not include 754,518 shares that may be issued pursuant to unvested restricted stock and performance share awards.
(2)
The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
(3)
The Regency Centers Corporation Omnibus Incentive Plan, ("Omnibus Plan"), as approved by shareholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.

128


 

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2024 Annual Meeting of Shareholders.

129


 

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)
Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 2023 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8. Financial Statements and Supplementary Data" of this Report.

(b)
Exhibits:

In reviewing the agreements included as exhibits to this Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

 

1.

Underwriting Agreement

 

 

 

 

 

 

(a)

Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

 

 

 

 

 

 

 

 

(i)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;

 

 

 

 

 

 

 

 

(ii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;

 

 

 

 

 

 

 

 

(iii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;

 

 

 

 

 

 

 

 

(iv)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.

 

 

 

 

 

 

 

(b)

Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity Distribution Agreements, dated May 17, 2017, and listed in Exhibit 1 (a) are substantially identical in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of

130


 

 

 

 

the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.

 

 

 

 

 

 

(c)

Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

 

 

 

 

 

 

 

 

 

(i)

Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

 

 

 

 

 

 

 

 

 

 

(ii)

Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan Securities LLC

 

 

 

 

 

 

 

 

 

 

(iii)

Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.

 

 

 

 

(d)

Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 8, 2020).

 

 

 

 

 

 

(e)

Form of Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 8, 2020). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

 

 

 

 

 

 

 

 

 

 

(i)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Jefferies LLC.

 

 

 

 

 

 

 

 

 

 

(ii)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., The Bank of Nova Scotia and Scotia Capital (USA) Inc.

 

 

 

 

 

 

 

 

 

 

(iii)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of Montreal and BMO Capital Markets Corp.

 

 

 

 

 

 

 

 

 

 

(iv)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., TD Securities (USA) LLC and The Toronto-Dominion Bank

 

 

 

 

 

 

 

 

 

(f)

Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BNY Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

 

 

 

 

(g)

Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to the Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

 

 

 

 

 

(i)

Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC.

 

 

 

 

 

 

 

 

 

 

(ii)

Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Truist Securities, Inc.

 

 

 

 

 

 

 

131


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(h)

Form of Forward Master Confirmation, dated May 8, 2020 (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 8, 2020). The Forward Master Confirmations listed below are substantially identical in all material respects to the Form of Forward Master Confirmation, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

 

 

 

 

 

 

 

 

 

(i)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

 

 

 

 

 

 

 

 

(ii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of America, N.A.

 

 

 

 

 

 

 

 

(iii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association, New York Branch

 

 

 

 

 

 

 

 

(iv)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of Montreal

 

 

 

 

 

 

 

 

(v)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Mizuho Markets Americas LLC

 

 

 

 

 

 

 

 

(vi)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Jefferies LLC

 

 

 

 

 

 

 

 

(vii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Bank of Nova Scotia

 

 

 

 

 

 

 

 

(viii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Toronto-Dominion Bank.

 

 

 

 

 

 

 

(i)

Forward Master Confirmation, dated August 8, 2023, by and between the Regency Centers Corporation and BNY Mellon Capital Markets LLC (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

 

 

(j)

Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Nomura Global Financial Products, Inc (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

 

 

(k)

Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Regions Securities LLC (incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

 

 

(l)

Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Truist Bank (incorporated by reference to Exhibit 1.6 to the Company’s Form 8-K filed on August 8, 2023).

 

 

 

 

 

2.

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

 

 

 

(a)

Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)

 

3.

Articles of Incorporation and Bylaws

 

 

 

 

 

 

 

(a)

Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).

 

 

 

 

 

132


 

 

 

(b)

Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 in Regency’s Form 8-A filed on August 17, 2023)

 

 

 

 

 

 

(c)

Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-A filed on August 17, 2023)

 

 

 

 

 

 

(d)

Articles of Amendment to the Company’s Restated Articles of Incorporation Deleting the Series 6 and Series 7 Cumulative Redeemable Preferred Stock Designations (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-A filed on August 17, 2023)

 

 

 

 

 

 

(e)

Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on August 5, 2022).

 

 

 

 

 

 

 

(f)

Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).

 

 

 

 

 

 

(g)

Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K filed on August 18, 2023)

 

 

 

 

 

 

(h)

Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K filed on August 18, 2023)

 

 

 

 

4.

Instruments Defining Rights of Security Holders

 

 

 

 

 

 

 

(a)

See Exhibits 3(a), 3(b), 3(c), 3(d) and 3(e) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(f), 3(g) and 3 (h) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.

 

 

 

 

 

 

 

(b)

Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).

 

 

 

 

 

 

 

 

(i)

First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).

 

 

 

 

 

 

 

 

(ii)

Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).

 

 

 

 

 

 

 

 

(iii)

Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).

 

 

 

 

 

 

 

 

(iv)

Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).

 

 

 

 

 

 

 

 

(v)

Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).

 

 

 

 

 

133


 

 

 

 

(vi)

Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 13, 2020).

 

 

 

 

 

 

 

 

(vi)

Seventh Supplemental Indenture dated as of January 18, 2024 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s 8-K filed on January 18, 2024).

 

 

 

 

 

 

 

(c)

Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).

 

 

 

 

 

 

(d)

Description of the Company’s Securities Registered under Section 12 of the Exchange Act.

 

 

 

 

 

10.

Material Contracts (~ indicates management contract or compensatory plan)

 

 

 

 

 

 

 

~(a)

Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

 

 

 

 

 

 

 

~(b)

Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

 

 

 

 

 

 

 

~(c)

First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(d)

Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(e)

Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(f)

Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).

 

 

 

 

 

 

 

~(g)

Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K filed on February 17, 2022).

 

 

 

 

 

 

 

~(h)

Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 6, 2022).

 

 

 

 

 

 

 

~(i)

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(j)

Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).

 

 

 

 

 

 

 

~(k)

Form of Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation (the Company”) and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and each of the other executive officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 6, 2023).

 

 

 

 

 

 

 

~(l)

Form of Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) of referenced 8-K.

 

 

 

 

 

 

 

 

(i)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.

134


 

 

 

 

 

 

 

 

(ii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Lisa Palmer

 

 

 

 

 

 

 

(iii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Michael J. Mas

 

 

 

 

 

 

 

~(m)

The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.

 

 

 

 

 

 

 

 

(i)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Alan T. Roth (incorporated by reference to Exhibit 10 (m)(i) to the Company’s Form 10-K filed on February 17, 2023).

 

 

 

 

 

 

 

 

(ii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer (incorporated by reference to Exhibit 10 (m)(ii) to the Company’s Form 10-K filed on February 17, 2023).

 

 

 

 

 

 

 

(n)

Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on January 18, 2024).

 

 

 

 

 

 

 

(o)

Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).

 

 

 

 

 

19.

Insider Trading Policies and Procedures

 

 

21.

Subsidiaries of Regency Centers Corporation

 

 

 

 

 

22.

Subsidiary Guarantors and Issuers of Guaranteed Securities

 

 

 

 

 

23.

Consent of Independent Accountants

 

 

 

 

 

 

23.1

Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.

 

 

 

 

 

31.

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

 

 

 

 

31.1

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

31.2

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

31.3

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

31.4

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

32.

Section 1350 Certifications.

135


 

The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.

 

 

32.1

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.

 

 

 

97.

Restatement Clawback Policy of Regency Centers Corporation, effective as of November 15, 2023.

 

 

 

101.

Interactive Data Files

 

 

 

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

101.SCH+

Inline XBRL Taxonomy Extension Schema with embedded linkbases document

 

 

 

104.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

+ Submitted electronically with this Annual Report

Item 16. Form 10-K Summary

None.

136


 

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 16, 2024

REGENCY CENTERS CORPORATION

 

 

 

 

 

By:

/s/ Lisa Palmer

 

 

 

 Lisa Palmer, President and Chief Executive Officer

 

February 16, 2024

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 16, 2024

/s/ Martin E. Stein, Jr.

 

 

Martin E. Stein. Jr., Executive Chairman of the Board

 

 

 

February 16, 2024

/s/ Lisa Palmer

 

 

Lisa Palmer, President, Chief Executive Officer, and Director

 

 

 

February 16, 2024

/s/ Michael J. Mas

 

 

Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)

 

 

 

February 16, 2024

/s/ Terah L. Devereaux

 

 

Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

 

 

 

February 16, 2024

/s/ Bryce Blair

 

 

Bryce Blair, Director

 

 

 

February 16, 2024

/s/ C. Ronald Blankenship

 

 

C. Ronald Blankenship, Director

 

 

 

February 16, 2024

 

/s/ Kristin A. Campbell

 

 

Kristin A. Campbell, Director

 

 

 

February 16, 2024

/s/ Deirdre J. Evens

 

 

Deirdre J. Evens, Director

 

 

 

February 16, 2024

/s/ Thomas W. Furphy

 

 

Thomas W. Furphy, Director

 

 

 

February 16, 2024

/s/ Karin M. Klein

 

 

Karin M. Klein, Director

 

 

 

February 16, 2024

/s/ Peter Linneman

 

 

Peter Linneman, Director

 

 

 

February 16, 2024

/s/ David P. O'Connor

 

 

David P. O'Connor, Director

 

 

 

February 16, 2024

 

/s/ James H Simmons

 

 

James H. Simmons, Director

 

 

 

 

137


EX-4.(d)

Exhibit 4(d)

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2023, Regency Centers Corporation (“Regency,” “we,” “our,” or “us”), had three outstanding classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (i) our common stock, par value $0.01 per share (“Common Stock”), (ii) our 6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), and (iii) our 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”).

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), 3(b), 3(c), 3(d), and 3(e) to our Annual Report on Form 10-K for the year ended December 31, 2023 of which this Exhibit 4(d) is a part.

 

Description of Capital Stock of Regency

The total number of shares of capital stock authorized by our Articles is 260,000,000, divided into classes as follows: (i) 220,000,000 shares of Common Stock; (ii) 30,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), of which 4,600,000 shares have been designated as Series A Preferred Stock and 4,400,000 shares have been designated as Series B Preferred Stock; and (iii) 10,000,000 shares of special common stock, par value $0.01 per share (the “Special Common Stock”). Each of the Preferred Stock and Special Common Stock may be issued in one or more classes or series as described in our Articles.

Restrictions on Ownership and Transfer

To maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), we must meet several requirements regarding the number of our shareholders and concentration of the ownership of our shares. No person or entity may beneficially own, or be deemed to own under the applicable constructive ownership provisions of the Code, more than 7% of the value of the outstanding shares of our capital stock (the “Ownership Limit”). Our board of directors may from time to time increase or decrease such Ownership Limit but may not increase the Ownership limit to greater than 9.8% of the value of our outstanding capital stock. No person may constructively own more than 9.8% of the value of our outstanding capital stock (the “Related Tenant Limit”).

The following attempted transfers will be void and the intended transferee will acquire no rights in such capital stock:

any transfer that, if effective, would result in any person beneficially or constructively owning our capital stock in excess of the Ownership Limit or the Related Tenant Limit, respectively;

 

any transfer that, if effective, would result in our capital stock being owned by fewer than 100 persons, within the meaning of the Code;

 

any transfer that, if effective, would result in Regency being “closely held” within the meaning of the Code; and

 

any transfer that, if effective, would result in our disqualification as a REIT by virtue of actual, beneficial, or constructive ownership of our capital stock.

1

 


Exhibit 4(d)

Notwithstanding the foregoing, our board of directors may, upon receipt of either a certified copy of a ruling of the IRS, an opinion of counsel satisfactory to our board of directors or such other evidence as our board of directors deems appropriate, but will in no case be required to, exempt a person from the Ownership Limit, if the ruling or opinion concludes or the other evidence shows (i) that no person who is an individual as defined in the Code will, as a result of the ownership of the shares by such exempted person, be considered to have beneficial ownership, as defined in the Code, of an amount of our capital stock that will violate the Ownership Limit, or (ii) in the case of a person who constructively owns our capital stock in excess of the Related Tenant Limit, that the exemption from such limit would not cause us to fail to qualify as a REIT.

Our restrictions on ownership and transfer could have the effect of delaying, deferring, or preventing a Change of Control (as defined below).

Transfer Agent and Registrar

Our transfer agent and registrar for the Common Stock, the Series A Preferred Stock, and the Series B Preferred Stock, is Broadridge Corporate Issuer Solutions, Inc.

Common Stock

Voting Rights

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.

Dividend Rights

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.

Liquidation Rights

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.

Preemptive Rights

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.

Listing

Our Common Stock is listed on Nasdaq under the symbol “REG.”

 

Series A Preferred Stock

 

Maturity

 

Unless redeemed by us or converted by the holders in connection with a Change of Control (as defined below), the Series A Preferred Stock will have perpetual terms, with no maturity. The Series A Preferred Stock will not be subject to any sinking fund.

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Exhibit 4(d)

 

 

Ranking

The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up:

senior to all classes or series of our Common Stock, and to all equity securities issued by us ranking junior to the Series A Preferred Stock;

 

on a parity with the Series B Preferred Stock, and with all other equity securities we may issue, the terms of which specifically provide that such equity securities rank on a parity with the Series B Preferred Stock and the Series A Preferred Stock;

 

junior to all existing and future indebtedness of Regency, and to any equity securities that we may issue in the future, the terms of which specifically provide that such equity securities rank senior to the Series A Preferred Stock.

Dividends

Holders of the shares of the Series A Preferred Stock are entitled to receive, when and as authorized by our board of directors and declared by us, out of our funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.5625 per share of the Series A Preferred Stock (the “Annual Dividend Rate”), which is equivalent to a rate of 6.250% per annum of the $25.00 per share liquidation preference. These dividends are cumulative from and including August 1, 2023, and are payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, of each year, respectively, or, if any such date is not a business day, no later than the next business day. The amount of dividends payable on each dividend payment date for the Series A Preferred Stock will be computed by dividing the Annual Dividend Rate by four. The amount of any dividend payable on the Series A Preferred Stock with respect to any other period (that is shorter or longer than one full quarterly period) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record as they appear in our shareholder records at the close of business on the applicable record date determined each quarter by our board of directors, as provided by the FBCA, which will not be more than 30 days before the applicable dividend payment date.

We will not declare dividends on outstanding shares of the Series A Preferred Stock or pay or set apart for payment dividends on the Series A Preferred Stock at any time if the authorization, declaration, payment or setting apart for payment thereof:

is prohibited by the terms and provisions of any agreement to which we are a party;

 

would constitute a breach or a default of any agreement to which we are a party; or

 

is restricted or prohibited by law.

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Exhibit 4(d)

Notwithstanding the foregoing, dividends on the Series A Preferred Stock will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are authorized or declared. Accrued but unpaid dividends on shares of the Series A Preferred Stock do not bear interest and holders of Series A Preferred Stock are not entitled to any distributions in excess of the full cumulative distributions described above.

Except as described in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any of our capital stock ranking, as to dividends, on a parity with the Series A Preferred Stock (other than a dividend in shares of the Common Stock or in shares of any other class of stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sufficient sum for the payment of such dividends is set apart for such payment on outstanding shares of the Series A Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sufficient sum for such full payment is not set apart) upon the Series A Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred Stock, all dividends authorized and declared upon the Series A Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred Stock will be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series A Preferred Stock and such other series of preferred stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other series of preferred stock (which will not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

Except as described in the immediately preceding paragraph, unless full cumulative dividends on outstanding shares of the Series A Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, we will not declare or pay or set aside for payment dividends (other than in shares of our Common Stock or other shares of capital stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation), declare or make any other distribution on our Common Stock, or any other capital stock ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation, or redeem, purchase, or otherwise acquire for any consideration, or pay or make available any monies for sinking fund for the redemption of, any of our shares of Common Stock, or any other shares of capital stock ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation (except by conversion into or exchange for other capital stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving our qualification as a REIT).

 

Holders of Series A Preferred Stock are not entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series A Preferred Stock as described above. Any dividend payment made on shares of the Series A Preferred Stock is first credited against the earliest accrued but unpaid dividend due with respect to those shares which remains payable. So long as no dividends are in arrears, we are entitled at any time and from time to time to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws.

 

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or the winding up of our affairs, the holders of Series A Preferred Stock are entitled to be paid out of our assets that are legally available for distribution to our shareholders a $25.00 per share liquidation preference, plus any amount equal to any accrued and unpaid dividends (whether or not declared) to, but excluding, the date of payment, but without interest, before any distribution of assets may be made to holders of our Common Stock or any other class or series of our capital stock that ranks junior to the Series A Preferred Stock as to liquidation rights. Each such distribution is subject to the “Ranking” section provided above.

Holders of Series A Preferred Stock are entitled to written notice of any liquidation, dissolution, or winding up. After the holders of Series A Preferred Stock receive payment of the full amount of the liquidating distributions to which they are entitled, the holder of Series A Preferred Stock will have no right or claim to any of our remaining assets. Our consolidation or merger with or into any corporation, trust or entity or of any other corporation with or

4

 


Exhibit 4(d)

into Regency, or the sale, lease or conveyance of all or substantially all of our property or business, is not deemed to constitute our liquidation, dissolution, or winding up.

In determining whether a distribution to holders of Series A Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of our stock or otherwise is permitted under the FBCA, no effect will be given to the amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of our stock whose preferential rights upon dissolution are superior to those receiving the distribution.

 

Optional Redemption

We may, at our option and upon notice, redeem shares of the Series A Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends, but not including, the date fixed for redemption (unless the redemption date falls after a dividend record date and prior to the corresponding dividend payment date) without interest. At any time, we will have the right to purchase from a holder of shares of Series A Preferred Stock any shares of Series A Preferred Stock held by such holder in excess of 7% of the value of our outstanding capital stock in order to enforce the ownership restrictions described in the section “Restrictions on Ownership and Transfer” above, to preserve our tax status as a REIT.

Special Optional Redemption

In the event of a Change of Control (as defined below) we may, at our option, redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date (unless the redemption date falls after a dividend record date and prior to the corresponding dividend payment date).

A “Change of Control” occurs when, after the Series A Preferred Stock issue date, the following have occurred and are continuing:

 

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of common stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of common stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

 

following the closing of any transaction referred to in the immediately preceding bullet point, neither Regency nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed or quoted on the NYSE, the NYSE American or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.

 

Redemption Procedures

We will give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock, except as to a holder to whom notice was defective or not given. However, no notice of redemption will be required where we elect to redeem Series A Preferred Stock to preserve our REIT qualification.

If we redeem less than all of the Series A Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than

5

 


Exhibit 4(d)

all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata. If a redemption date falls after a dividend record date and prior to the corresponding dividend payment date, each holder of Series A Preferred Stock at the close of business on the applicable dividend record date is entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before the dividend payment date.

If we have given notice of redemption of any shares of Series A Preferred Stock and have set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series A Preferred Stock called for redemption, then from and after the redemption date:

dividends will cease to accrue on such shares of Series A Preferred Stock;

 

the shares of Series A Preferred Stock will no longer be deemed outstanding; and

 

all rights of the holders of the shares will terminate, except the right to receive the redemption price.

If full cumulative dividends on the Series A Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, we may not redeem any shares of Series A Preferred Stock unless we simultaneously redeem all outstanding shares of Series A Preferred Stock, and we will not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchange for shares of capital stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation). So long as no dividends are in arrears, we are entitled, at any time and from time to time, to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable law.

 

Voting Rights

 

Holders of Series A Preferred Stock do not have any voting rights, except as described below.

Whenever dividends on any Series A Preferred Stock are in arrears for six or more consecutive or nonconsecutive quarterly periods, the number of directors then serving on our board of directors will be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as defined below)) and the holders of Series A Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series A Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series B Preferred Stock (“Parity Preferred”), in order to fill the newly created vacancies, for the election of a total of two additional directors of Regency (the “Preferred Stock Directors”) at the annual meeting of shareholders or at a special meeting of the Series A Preferred Stock called by us at the request of holders of record of at least 10% of the Series A Preferred Stock or the holders of record of at least 10% of any series of Parity Preferred also in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of shareholders), and at each subsequent annual meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each Preferred Stock Director) all dividends accrued on the shares of Series A Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period are fully paid.

Each Preferred Stock Director, as a qualification for election (and regardless of how elected) will submit to our board of directors a duly executed, valid, binding and enforceable letter of resignation from our board of directors, to be effective upon the date upon which all dividends accrued on the shares of Series A Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period are fully paid, at which time the terms of office of all persons elected as Preferred Stock Directors by the holders of Series A Preferred Stock and any Parity Preferred will, upon the effectiveness of their respective letters of resignation, terminate, and the number of directors then serving on our board of directors will be reduced accordingly. A quorum for any meeting will exist if at least a majority of the outstanding shares of Series A Preferred Stock and shares of Parity Preferred

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Exhibit 4(d)

upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at the meeting.

The Preferred Stock Directors will be elected upon the affirmative vote of a plurality of the shares of Series A Preferred Stock and Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accrued dividends and the dividend for the then current dividend period on the Series A Preferred Stock are paid in full, the holders of Series A Preferred Stock will be divested of the these voting rights (subject to revesting each and every time dividends on the Series A Preferred Stock are in arrears for six of more consecutive or non-consecutive quarterly periods).

Any Preferred Stock Director may be removed at any time with or without cause by, and will not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series A Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as dividends on the Series A Preferred Stock continue to be in arrears, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors will each be entitled to one vote per director on any matter properly coming before our board of directors.

In no event will the holders of Series A Preferred Stock be entitled to elect a director that would cause Regency to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of our stock is listed.

So long as any shares of Series A Preferred Stock are outstanding, we will not, without the affirmative vote or consent of at least two-thirds of the votes entitled to be cast by the holders of our outstanding Series A Preferred Stock, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting:

voluntarily terminate or revoke our status as a REIT;

 

amend, alter or repeal of any of the provisions of our Articles (whether by merger, consolidation or otherwise (an “Event”)) so as to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Series A Preferred Stock or the holders of Series A Preferred Stock; or

 

authorize, create or increase the authorized number of shares of any class or series, or any security convertible into shares of any class or series of our stock ranking senior to the Series A Preferred Stock as to distribution or any liquidation, dissolution or winding up or as to the payment of dividends;

provided, however, that, in the case of each of the bullet points listed above, no such vote of the holders of Series A Preferred Stock will be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series A Preferred Stock will have been redeemed or called for redemption upon proper notice and sufficient funds will have been deposited in trust to effect such redemption or, in the case of an Event, regardless of the date of the transaction, the holders of Series A Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

With respect to the occurrence of any Event described above, (a) any increase in the authorized amount of any shares Series A Preferred Stock or any shares ranking on a parity with or junior to the Series A Preferred Stock will not be deemed to materially adversely affect the rights and preferences, and (b) any filing with the Florida Division

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Exhibit 4(d)

of Corporations by us will not be deemed to be an amendment, alteration or repeal of any of the provisions of the Articles that materially and adversely affects the rights and preferences, provided that: (1) Regency is the surviving entity and the Series A Preferred Stock remain outstanding with terms materially unchanged in any respect adverse to the holders of Series A Preferred Stock; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series A Preferred Stock for other preferred stock, shares or other equity interests having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption that are substantially similar to that of the Series A Preferred Stock (except for changes that do not materially and adversely affect the holders of Series A Preferred Stock).

Each holder of Series A Preferred Stock will be entitled to one vote for each liquidation preference per share with respect to shares of the Series A Preferred Stock held by such holder. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of the Series A Preferred Stock has been cast or given on any matter on which the holders of Series A Preferred Stock are entitled to vote will be determined by us by reference to the specified liquidation amounts of the shares voted or covered by the consent.

The holders of Series A Preferred Stock will have exclusive voting rights on any proposed amendment to the Articles that would alter only the contract rights of the Series A Preferred Stock.

Except as expressly stated in our Articles, the Series A Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders of Series A Preferred Stock will not be required for the taking of any corporate action, including, but not limited to, any merger or consolidation, or a sale of all or substantially all of our assets, or our liquidation or dissolution, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of Series A Preferred Stock.

Conversion Rights

The Series A Preferred Stock is not convertible or exchangeable for any property or other services unless upon occurrence of a Change of Control.

Upon the occurrence of a Change of Control, unless, upon the date fixed for such conversion, we provide notice of redemption of such shares of Series A Preferred Stock as described above under “Optional Redemption” or “Special Redemption”, then, unless the holders of Series A Preferred Stock will receive Alternative Form Consideration as described below, each holder of Series A Preferred Stock will have the right to convert all or part of the Series A Preferred Stock held by such holder into a number of shares of our Common Stock per share of Series A Preferred Stock to be so converted, or the Common Share Conversion Consideration, equal to the lesser of:

the quotient obtained (the “Conversion Rate”) by dividing (A) the sum of $25.00 plus the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the applicable date fixed for conversion (unless the conversion date (as defined below) is after a record date for the payment or a dividend on the Series A Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the sum), by (B) the Common Stock Price (as defined below); and

 

0.6709 (the “Share Cap”), subject to the adjustments described below.

 

The Share Cap will be subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to our Common Stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of our Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

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Exhibit 4(d)

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of our Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the conversion rights in connection with a Change of Control and respect of the Series A Preferred Stock will not exceed 3,086,140 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series A Preferred Stock increases after the first date on which any shares of the Series A Preferred Stock are issued (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

In the case of a Change of Control pursuant to which shares of our Common Stock will be converted into cash, securities or other property or assets, including any combination thereof, or Alternative Form Consideration, a holder of shares of Series A Preferred Stock will receive upon conversion of a share of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of our Common Stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”).

If the holders of our Common Stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the form of consideration that the holders of Series A Preferred Stock will receive will be in the form of consideration elected by the holders of a plurality of the shares of Common Stock held by shareholders who participate in the election and will be subject to any limitations to which all holders of our Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

We will not issue fractional shares of Common Stock upon the conversion of Series A Preferred Stock. Instead, we will pay the cash value of any such fractional shares based on the Common Stock Price (defined below).

The “Conversion Date” with respect to any Change of Control is the date the Series A Preferred Stock is to be converted, which will be a business day no fewer than 20 days nor more than 35 days after the date on which we provide notice of the Change of Control.

The “Common Stock Price” for any Change of Control will be (x) the amount of cash consideration per share of Common Stock, if the consideration to be received in the Change of Control by holders of our Common Stock is solely cash, and (y) the average of the closing prices per share of Common Stock on the NYSE, the NYSE American or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of our Common Stock is other than solely cash.

If a Conversion Date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of Series A Preferred Stock at the close of business on such dividend record date will be entitled to receive the dividend payable on such shares on the corresponding payment date, notwithstanding the conversion of such shares on or prior to such payment date, but the Conversion Rate will not be calculated to include such accrued and unpaid dividends.

Within 15 days following the occurrence of a Change of Control, we will provide to holders of record of outstanding shares of Series A Preferred Stock, at the addresses for such holders shown in our stock transfer records, a notice of the occurrence of the Change of Control. A failure to give such notice, any defect of the notice, or any defect in the mailing of the notice will not affect the sufficiency of the notice or validity of the proceedings for conversion of any shares of Series A Preferred Stock in connection with a Change of Control, except as to the holder to whom notice was defective or not given. A notice that has been mailed in the manner provided in this paragraph will be conclusively presumed to be given on the date it is mailed whether or not the stockholder received such notice. We will issue a press release containing the information stated in such a notice, and post such a notice on our website, prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of record of Series A Preferred Stock.

 

To exercise the conversion rights in connection with a Change of Control, a holder of record of Series A Preferred Stock will be required to deliver, on or before the close of business on the applicable Conversion Date, the

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Exhibit 4(d)

certificates, if any, representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a written notice of exercise and any other documents the we reasonably require in connection with such conversion, to our conversion agent. The conversion notice must state the number of shares of Series A Preferred Stock to be converted.

Holders of Series A Preferred Stock may withdraw any notice of exercise of a conversion right in connection with a Change of Control (in whole or in part), by a written notice of withdrawal, containing the requisite information, delivered to our conversion agent prior to the close of business on the business day prior to the applicable Conversion Date. However, if the shares of Series A Preferred Stock are held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must instead comply with applicable procedures of The DTC.

Shares of Series A Preferred Stock as to which the holder’s conversion right has been properly exercised and for which the notice of exercise has not been properly withdrawn will be converted into the applicable form of consideration on the applicable Conversion Date unless, prior to the Conversion Date, we provide notice of our election to redeem such shares of Series A Preferred Stock, whether pursuant to its our optional redemption right or special redemption right.

We will deliver the amounts owing upon the conversion no later than the third business day following the applicable Conversion Date.

In connection with the exercise of any conversion rights due to a Change of Control, we will comply with all U.S. federal and state securities laws and stock exchange rules regarding any conversion of shares of Series A Preferred Stock into the applicable conversion consideration.

Notwithstanding any other provision of the terms of the Series A Preferred Stock, no holder of the Series A Preferred Stock will be entitled to convert any shares of Series A Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause such holder (or any other person) to violate our “Restrictions on Ownership and Transfer” as described above.

The conversion and redemption features of the Series A Preferred Stock may make it more difficult for or discourage a party from taking over Regency.

 

Information Rights

During any period during which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding, we will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series A Preferred Stock, as their names and addresses appear in our record books and without cost to such holders, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that we would have been required to file with the SEC if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file such reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act, and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of Series A Preferred Stock.

Listing

Our Series A Preferred Stock is listed on The Nasdaq Stock Market LLC, under the symbol “REGCP.”

 

Description of the Series B Preferred Stock

The terms of the Series B Preferred Stock are substantially similar to the terms of the Series A Preferred Stock, other than as follows:

Dividends

10

 


Exhibit 4(d)

Holders of shares of the Series B Preferred Stock are entitled to receive, when and as authorized by our board of directors and declared by us, out of our funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.4688 per share of the Series B Preferred Stock, which is equivalent to a rate of 5.875% per annum of the $25.00 per share liquidation preference. Dividends on shares of Series B Preferred Stock are payable in quarterly arrears.

Optional Redemption

The Series B Preferred Stock is not redeemable by us prior to October 1, 2024, except under circumstances where it is necessary to preserve our status as a REIT for U.S. federal income tax purposes and except upon the occurrence of certain Changes of Control. On and after October 1, 2024, we may, at our option, upon not less than 30 nor more than 90 days’ written notice, redeem shares of the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but excluding, the redemption date (unless the redemption date is after a record date set for the payment of a dividend on the Series B Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price).

Special Optional Redemption

In the event of a Change of Control, regardless of whether such Change of Control occurs prior to or after October 1, 2024, we will have the option to redeem the Series B Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share equal to $25.00 plus all accrued and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date (unless the redemption date is after a record date set for the payment of a dividend on the Series B Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price), upon the giving of the requisite notice.

“Change of Control” is defined the same as it is for the Series A Preferred Stock.

Conversion Rights

Upon the occurrence of a Change of Control, unless, prior to the date fixed for such conversion, we provide notice of redemption of such shares of Series B Preferred Stock in a manner similar to the procedures for the Series A Preferred Stock described above under “Optional Redemption” or “Special Optional Redemption”, then, unless holders of Series B Preferred Stock will receive the Alternative Form Consideration, each holder of Series B Preferred Stock will have the right to convert all or part of the Series B Preferred Stock held by such holder into a number of shares of Common Stock per share of Series B Preferred Stock to be so converted, or the Common Share Conversion Consideration, equal to the lesser of:

the quotient obtained (the “Conversion Rate”) by dividing (i) the sum of $25.00 plus the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the applicable date fixed for conversion (unless the applicable Conversion Date is after a record date set for the payment of a dividend on the Series B Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in this sum), by (ii) the Common Share Price; and

 

0.6066 (as used in this subsection, the “Share Cap”), subject to certain adjustments described below.

The Share Cap will be subject to pro rata adjustments for Share Splits with respect to our Common Stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such

11

 


Exhibit 4(d)

Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of conversion rights in connection with a Change of Control and in respect of the Series B Preferred Stock will not exceed 2,669,040 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) subject to increase on a pro rata basis if the number of authorized shares of Series B Preferred Stock increases after the first date on which any shares of the Series B Preferred Stock are issued (as used in this subsection, the “Exchange Cap”). The Exchange Cap applicable is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is subject to increase in the event that additional shares of Series B Preferred Stock are issued in the future.

Listing

Our Series B Preferred Stock is listed on The Nasdaq Stock Market LLC, under the symbol “REGCO.”

12

 


EX-19

Exhibit 19

REGENCY CENTERS CORPORATION


POLICY STATEMENT ON Insider Trading
 

 

The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then Trade in the Company’s securities (often referred to as Tippees), is prohibited by the federal securities laws. Insider Trading violations are pursued vigorously by the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who Trade, or who tip inside information to others who Trade, federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent Insider Trading by company personnel.

The Company’s Board of Directors has adopted this Policy both to satisfy the Company’s obligation to prevent Insider Trading and to help the Company’s personnel avoid the severe consequences associated with violations of the Insider Trading laws. This Policy is intended also to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not only Insiders).

Scope

This Policy applies to all officers of the Company and its subsidiaries, all members of the Company’s Board of Directors and all employees of the Company and its direct and indirect controlled subsidiaries. Responsibility for adhering to this Policy and avoiding unlawful transactions in Company Securities rests with the persons covered by this Policy. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material non-public information.

This Policy also applies to family members who reside with those subject to this Policy, anyone else who lives in their household, and any family members who do not live in their household but whose transactions in securities are directed by or subject to the influence or control of those subject to this Policy (such as parents or children who consult with you before they Trade in securities).

Definitions

Company Securities. Any security of the Company, including common stock, preferred stock, derivative securities such as warrants and options, and debt securities such as debentures, bonds and notes (whether convertible or non-convertible).

 

Insider(s). Any person who possesses material non-public information is considered an Insider as to that information. Insiders include Company directors, officers, employees, independent contractors, and those persons in a special relationship with the Company, e.g., its auditors, consultants or attorneys. The definition of Insider is transaction specific; that is, an individual is an Insider with respect to each material, non-public item of which he or she is aware.

 

 


 

Section 16 Individual. The directors of the Company and the persons designated as “executive officers” of the Company from time to time by the Company’s Board of Directors. Stockholders that beneficially own more than 10% of Company common stock are also subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and, if they elect, may use the procedures set forth in this Policy.

 

Tippee. A person to whom an Insider has disclosed material non-public information regarding the Company or to whom the Insider has made recommendations or expressed an opinion on Trading in the Company’s securities based on such information.

 

Trading or Trade. Purchasing, selling, gifting or otherwise transferring the Company’s securities. Trading refers not only to the purchase or sale of Company Securities, but also to the purchase or sale of puts, calls, or other options with respect to such securities.

 

Consequences of an Insider Trading Violation

The Trading of Company Securities while aware of material non-public information, and the disclosure of material non-public information to others who then Trade in Company Securities, is prohibited by the federal and state securities laws. Any such violations are pursued vigorously by the SEC, the Department of Justice and state enforcement authorities. Punishment for Insider Trading violations is severe and can include significant (multi-million dollar) fines and imprisonment. While the regulatory authorities generally concentrate their efforts on the individuals who Trade and who provide inside information to Tippees, these laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent Insider Trading by company personnel.

 

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. A violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

 

No Trading while Aware of Material Non-Public Information

No one who is aware of material non-public information relating to the Company may, directly or through family members or other persons or entities:

(a)
Trade in Company Securities (other than pursuant to a pre-approved Trading plan that complies with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information; or
(b)
pass that information on to others outside the Company, including family and friends.

In addition, no one who, in the course of working for the Company, learns of material non-public information about a company with which the Company does business, including a tenant, contractor, consultant or vendor of the Company, may Trade in that company’s securities until the information becomes public or is no longer material.

2


 

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

The Company is required under Regulation FD of the federal securities laws to avoid the selective disclosure of material non-public information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose material information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. This Policy is applicable to all forms of communication, including the various types of social media.

While the federal securities laws do not specifically list examples of what constitutes “material information,” the term is generally defined as any information that a reasonable investor would consider important in making a decision to purchase, hold, or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. Some examples of information regarded as material are:

Projections of future earnings, NOI or other key financial metrics, including the Company’s issuance of earnings or other guidance, change in guidance or a statement of its beliefs as to whether or not previously issued guidance will be achieved;
Earnings and other key financial metrics that are inconsistent with the consensus expectations of the investment community;
A pending or proposed merger, acquisition or tender offer;
A pending or proposed acquisition or disposition of a significant asset or group of assets which, taken as a whole, are significant;
A change in dividend or dividend policy, as well as a confirmation that the dividend will not change, the declaration of a stock split, or an offering of additional securities;
A change in management;
Impending bankruptcy or the existence of liquidity problems;
The impairment of a property or other asset; and
Cybersecurity/data privacy risks and incidents, including vulnerabilities and breaches.

Remember, anyone scrutinizing your actions and transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you

3


 

should carefully consider how enforcement authorities and others might view the action and transaction in hindsight.

If you are aware of material non-public information, you may not Trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the second full Trading day following the Company’s widespread public release of the information.

Earnings Black-Out Period

All officers and directors are subject to a quarterly black-out period in advance of quarter close. In addition, all employees involved in the preparation of the Company’s financial statements are subject to such quarterly black-out period. Such persons may not Trade in Company Securities beginning on the day which is fourteen (14) days preceding the end of a fiscal quarter and ending until the second full Trading day following the date of the public release of the Company’s earnings results for that fiscal quarter.

Share Repurchase Plan or Program Announcement-Related Black-Out Period

All Section 16 Individuals are subject to a black-out period beginning four (4) business days before and ending four (4) business days after each of the following:

the Company’s public announcement of a Company Securities share repurchase plan or program; and
the Company’s public announcement of an increase of an existing Company Securities share repurchase plan or program.

Event-Specific Black-Out Periods

From time to time, an event may occur that is material to the Company and is known by only certain directors, officers and/or employees. So long as the event remains material and non-public, persons designated by the Chief Financial Officer or General Counsel may not Trade Company Securities, even outside of an earnings black-out period described above. The existence of an event-specific Trading black-out or extension of an existing black-out period will not be announced generally within the Company as a whole, and those persons subject to the event-specific blackout should not communicate its existence to any other person. Even if the Chief Financial Officer or General Counsel has not designated you as a person who should not Trade due to an event-specific restriction, you may not Trade Company Securities while aware of material non-public information.

Pre-Clearance of Trades

All officers and directors must pre-clear any proposed transaction in Company Securities with the Chief Financial Officer, and the Chief Financial Officer must pre-clear any of his or her own proposed transactions in Company Securities with either the Chief Executive Officer or the

4


 

Chairman of the Board. In each case, consultation shall be made with the General Counsel as desirable or appropriate. Each proposed transaction (including gifts or donations of securities) will be evaluated to determine if it could raise Insider Trading concerns or other concerns under securities laws and regulations. Clearance of a transaction, if given, is valid only for a 72-hour period. If the transaction order is not placed within that 72-hour period, the previous clearance will be deemed to have expired and clearance of the proposed transaction must be re-requested. If pre-clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

Notice of Certain Trades

In addition to the pre-clearance of proposed transactions in Company Securities as described above:

The Lead Independent Director shall be notified of all Trades effected by the Chair of the Board and the Chief Executive Officer.
The Chair of the Board shall be notified of all Trades effected by the Chief Executive Officer and the Lead Independent Director.
The Chief Executive Officer shall be notified of all Trades effected by the Chair of the Board and the Lead Independent Director.

Section 16 Reporting Requirements

After a Section 16 Individual obtains pre-clearance, details of the executed Trade (including gifts and donations) must be reported immediately to the General Counsel and Senior Corporate Paralegal to allow for preparation and filing with the SEC of the required information about the transaction under Section 16 of the Exchange Act.

Application of the Company’s Insider Trading Policy to Certain Specific Transactions

Short-Term Trading. Short-term purchasing and selling of Company Securities are strongly discouraged, even outside of black-out periods, because they may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. In addition, under Section 16 of the Exchange Act, profits generated, or losses avoided, in opposite-way, open market transactions (i.e., a sale or purchase of Company Securities of the same type) made within six months of each other, which are often referred to as “short swing profits,” will require disgorgement by directors and executive officers, with very limited exceptions. As noted below, directors and executive officers are also required to file reports with the SEC pursuant to Section 16 disclosing their transactions in Company Securities, so any short-term Trading may result in questions and scrutiny.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you have elected to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. This

5


 

Policy does apply, however, to any sale of stock received by the recipient pursuant to a restricted stock award after vesting.

Gifts and Donations. Since many recipients of gifted or donated securities immediately sell such securities upon receipt, the Company’s Insider Trading Policy applies to the gifting or donation of Company Securities. Thus, you may not make a gift or donation of Company Securities during times when you are not otherwise able to sell Company Securities under this Policy.

Stock Option Exercises. This Policy applies to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or tax withholding requirements associated with that exercise. However, this Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s option plans where you continue to hold all of the shares as to which the option was exercised. This Policy also does not apply when a person has elected to have the Company withhold shares subject to an option to pay the option exercise price or to satisfy tax withholding requirements.

401(k) Plan. This Policy does not apply to purchases of Company stock in the 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election, provided that no change to your election may be made during a black-out period or when you are aware of material non-public information. As such, you may not make any of the following elections during a black-out period or when you are aware of material non-public information: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of any of your Company stock fund balance, and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to or from the Company’s stock fund.

Employee Stock Purchase Plan. This Policy applies to your sales of Company stock purchased pursuant to the employee stock purchase plan, but does not apply to purchases resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan, provided that no change to your election may be made during a black-out period or when you are aware of material non-public information. This Policy also does not apply to purchases of Company stock resulting from lump sum contributions to the plan, provided that you had elected to participate by lump-sum payment at the beginning of the applicable enrollment period.

Dividend Reinvestment Plan. This Policy does not apply to periodic purchases of Company stock under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities, provided that no changes in your level of participation in the plan may be made during a black-out period or when you are aware of material non-public information.

Deferred Compensation Plan. This Policy does not apply to the share units or phantom shares credited under our deferred compensation plan in consideration of your periodic contribution of money or stock awards to the plan pursuant to the election you made at the time of

6


 

your annual enrollment in the plan. This policy also does not apply to share units or phantom shares credited in consideration of your lump sum contributions to the plan, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period.

This Policy does apply to your election to participate in the share unit or phantom share deferral accounts under the plan for any enrollment period, and to any modification or revocation of that election or early distribution pursuant to the plan, as well as to any early distribution in respect of share units or phantom shares (in each case, to the extent any such modification, election, revocation or distribution is permitted under the plan).

Short Sales. Section 16(c) of the Exchange Act generally prohibits officers and directors from engaging in short sales of Company Securities. In addition, short sales of Company Securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. Short sales may also reduce the seller’s incentive to work to improve the Company’s performance. For these reasons, short sales of Company’s Securities are prohibited by this Policy.

Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of Company Securities and therefore creates the appearance that the person is Trading based on inside information. Transactions in options also may focus a person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities based on Company’s Securities, on an exchange or in any other organized market, by officers and directors are prohibited by this Policy. (See, also, the following discussion of Hedging Transactions.)

Hedging Transactions. Hedging transactions, such as covered calls, put options, zero-cost collars and forward sale contracts, that use Company’s Securities or substantially identical property, allow a person to lock in much of the value of his or her Company Securities holdings, often in exchange for all or part of the potential for upside appreciation in the Company Securities. These transactions allow a person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s other shareholders. Therefore, these types of transactions are prohibited by this Policy.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to Trade in Company’s Securities, the Company’s officers and directors are prohibited from holding Company Securities in a margin account or pledging Company Securities as collateral for a loan.

Rule 10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides an affirmative defense (i.e., evidence, which, if found to be credible, will negate criminal or civil liability) to claims of Insider Trading liability under Rule 10b-5 for persons who Trade Company Securities under written plans adopted

7


 

in good faith at a time when the person does not possess material non-public information (each being a “Rule 10b5-1 Plan”). To be eligible to rely on this affirmative defense, a person subject to this Policy must adopt such a plan that meets certain additional conditions specified in Rule 10b5-1. If the Rule 10b5-1 Plan meets all such conditions, Company Securities may be purchased or sold under the plan without regard to certain Insider Trading restrictions, and after initial pre-approval of the plan as provided in this Policy, no further pre-approval or -clearance of individual Trades conducted in accordance with such Rule 10b5-1 Plan will be required.

Requirements for All Rule 10b5-1 Plans

The following guidelines apply to all Rule 10b5-1 Plans in order to comply with this Policy:

 

All Rule 10b5-1 Plans should have a duration of at least six months and no more than two years. (Note that a common duration of a 10b5-1 Plan is one year.)

 

Once all Trades under a Rule 10b5-1 Plan are completed or expire without execution, a person may adopt another Rule 10b5-1 Plan.

 

Subject to certain limited exceptions specified in Rule 10b5-1, you may not adopt more than one Rule 10b5-1 Plan at the same time.

 

Subject to certain limited exceptions specified in Rule 10b5-1, you are limited to only one Rule 10b5-1 Plan designed to effect an open market purchase or sale of the total amount of securities subject to the Rule 10b5-1 Plan as a single transaction in any 12-month period.

 

In addition, all Rule 10b5-1 Plans under this Policy must:

 

Be approved by the Company’s Chief Financial Officer and General Counsel; provided that any Rule 10b5-1 Plan proposed to be adopted by the Chief Financial Officer and General Counsel shall be approved by the Chief Executive Officer or the Chair of the Board.
Meet the requirements of Rule 10b5-1 and this Policy.
Be adopted when a black-out period is NOT in effect.
Include a representation certifying that on the date of adoption of such plan: (i) you are not aware of material non-public information about the Company or the Company Securities; and (ii) you adopted the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.
Have a “cooling-off period” between the date on which the plan is adopted or modified and when Trading under the plan commences. The length of the cooling-off period depends on the person’s position in the Company. For directors and officers, Trading under the Rule 10b5-1 Plan must not begin until after the later of: (i) 90 days after the adoption of the Rule 10b5-1 Plan; or (ii) two business days after the filing of the

8


 

Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the Rule 10b5-1 Plan was adopted. In any event, for directors and officers, the cooling-off period is subject to a maximum of 120 days after adoption of the Rule 10b5-1 Plan. For all other employees, the cooling-off period is 30 days after the adoption or modification of the plan.
Not permit the person adopting the Rule 10b5-1 Plan to exercise any subsequent influence over how, when or whether to Trade in Company Securities separate from the express terms of the plan; provided that, if anyone else is permitted to exercise such influence, the plan must require that such person is not aware of any material non-public information when doing so and the plan either (i) specifies the amount and price of securities to be Traded, and date of such transactions; or (ii) includes a written formula or algorithm, or computer program, for determining the amount and price of securities to be Traded, and date of such transactions.

The “good faith” requirement for persons adopting Rule 10b5-1 Plans cannot be overemphasized. A person must act in good faith with respect to a Rule 10b5-1 Plan when adopting the plan and throughout the duration of the plan. Insiders may lose the affirmative defense afforded by Rule 10b5-1 if changes or cancelations are deemed to have been made as part of a plan to evade Insider Trading laws. Therefore, although modifications to an existing Rule 10b5-1 Plan are not prohibited, a Rule 10b5-1 Plan should be adopted with the intention that it will not be amended or canceled prior to its expiration.

Amending or Canceling Rule 10b5-1 Plans

Changes to an existing Rule 10b5-1 Plan are allowed so long as they are made in good faith, the person is not in possession of material non-public information, and the modification takes place other than during a black-out period. However, any changes must first be approved by the Company’s Chief Financial Officer and General Counsel and, if the change affects the amount, price or timing of the purchase or sale of securities, the change will trigger another cooling-off period. Subject to certain conditions set forth below.

Rule 10b5-1 Plans may be canceled at any time, even if the person is in possession of material nonpublic information. If a Rule 10b5-1 Plan is canceled, a person may adopt another Rule 10b5-1 Plan.

In addition to pre-approval of the adoption of a Rule 10b5-1 Plan, you must provide the Company’s Chief Financial Officer and General Counsel with written notice of any modification or cancelation of an existing Rule 10b5-1 Plan (as well as any other written Trading arrangement, even if such other Trading arrangement is not designed to comply with Rule 10b5-1) prior to its implementation and obtain pre-clearance therefor.

Other Caveats as to Rule 10b5-1 Plans

Please also note that while pre-approval and adoption of a Rule 10b5-1 Plan may provide an affirmative defense to Insider Trading claims, it does not reduce or eliminate such person’s

9


 

obligations under Section 16 of the Exchange Act, including such disclosure of each Trade and short-swing profits disgorgement by directors and executive officers.

Any pre-approval under this Policy of a Rule 10b5-1 Plan shall not constitute, and shall not be deemed to constitute, any endorsement or approval of that Rule 10b5-1 Plan by the Company, or a determination, conclusion or opinion by the Company or its personnel that the terms of that Rule 10b5-1 Plan (or any modification or cancelation thereof), the adoption, use or administration thereof or any transactions effected pursuant thereto comply with (and do not violate) applicable securities laws or that any purchases or sales of Company Securities thereunder will be effected in compliance with such securities laws.

You should consult with your broker and, if necessary or appropriate, your own legal counsel in implementing a Rule 10b5-1 Plan.

Post-Employment

This Policy continues to apply to your transactions in Company Securities even after you have terminated employment. Specifically, if you are in possession of material non-public information when your employment terminates, you may not Trade in Company Securities until that information has become public or is no longer material.

Questions

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Company’s General Counsel.

 

10


EX-21

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

Regency Centers, L.P.

Delaware

Regency Centers Corporation

Outside Investors

General Partner

Limited Partners

~99.6%

~0.4%

Columbia Village District SPE, LLC

Delaware

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

Managing Member

Member

30%

70%

Columbia Village District, LLC

Delaware

Columbia Village District 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 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%

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 II Rockridge Center, 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 Sutton Square, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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%

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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

Parkville Shopping Center, LLC

Maryland

FW-Reg II Holdings, LLC

Member

100%

FW Parkville Borrower, LLC

Delaware

Parkville Shopping Center, LLC

Member

100%

FW-Reg II Holding Company Two, LLC

Delaware

GRI-Regency, 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%

Woodholme Properties, LLC

Delaware

GRI-Regency, LLC

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 Southside Marketplace, LLC

Delaware

GRI-Regency, LLC

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%

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%

MCW RC III Hilltop Village Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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

Regency Centers, L.P.

Member

100%

CAR Apple Valley Square Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

CAR Apple Valley Square, LLC

Delaware

CAR Apple Valley Square Member, LLC

Member

100%

CAR Apple Valley Land, LLC

Delaware

Regency Centers, L.P.

Member

100%

CAR Braemar Village, LLC

Delaware

RegCal, LLC

Member

100%

CAR Calhoun Commons, LLC

Delaware

Regency Centers, L.P.

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

Regency Centers, L.P.

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%

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%

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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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.

Member

100%

Hunters Lake Tampa, LLC

Delaware

Regency Centers, L.P.

Member

100%

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%

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%

NTC-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

New Smyrna Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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 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%

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.

Member

100%

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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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%

East San Marco, LLC

Florida

Regency Realty Group, Inc.

Member

100%

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

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 Quail Creek, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Stonewall Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

US Regency Hasley Canyon Village, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Blossom Valley, LLC

Delaware

Parnassus Reverse BB, LLC

Member

100%

US Regency Alden Bridge, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Bethany Park Place, LLC

Delaware

Parnassus Reverse BB, LLC

Member

100%

US Regency Shiloh Springs, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Willa Springs, LLC

Delaware

Regency Centers, L.P.

Member

100%

US Regency Dunwoody Hall, LLC

Delaware

Hancock Reverse D, LLC

Member

100%

Parnassus Reverse BB, LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Hancock Reverse D, LLC

Delaware

Regency Centers, L.P.

Member

100%

Sequoia Reverse AHS, LLC

Delaware

Regency Centers, L.P.

Member

100%

Clarendon Regency I, LLC

Delaware

Regency Centers, L.P.

Member

100%

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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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.

Member

100%

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 (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%

Southbury Spirits, LLC

Connecticut

Southbury Spirits Member, LLC

Member

100%

IRT Capital II, LLC (formerly 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%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

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%

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.

Managing Member

35%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

 

 

Outside Investors

Members

65%

New Regency Realty Group, Inc.

Florida

Regency Centers, L.P.

Member

100%

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%

NRRG Investments I, Inc.

Florida

New Regency Realty Group, Inc.

Common Stock

100%

Regency Kensington Bethesda Member, LLC

Maryland

NRRG Investments I, Inc.

Kensington Bethesda Investor, LLC

Member

Member

varies

Regency Kensington Bethesda Owner, LLC

Maryland

Regency Kensington Bethesda Member, LLC

Member

100%

Eastfield at Baybrook, LLC

Delaware

Regency Centers, L.P.

North Eastfield Grocery, LLC

Member

Member

50%

50%

Eastfield REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

Blakeney Crossing Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Blakeney Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Island Village Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Columbia II Naperville Plaza, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Long Island Regency Holdings, LLC

Delaware

Regency Centers, L.P.

Member

100%

Valley Stream Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

Eastport Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

Wading River Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

East Meadow Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

East Meadow Plaza Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Sienna Pkwy Retail, LLC

Delaware

Regency Centers, L.P.

Member

100%

IRPF Jenkintown Baederwood Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

Baederwood Fairway, LLC

Delaware

Charter Jenkintown, LLC

IRPF Jenkintown Baederwood Member, LLC

 

Member

Member

80%

20%

RidgeGate Couplet Grocery Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

Jordan Ranch Grocer, LLC

Delaware

Regency Centers, L.P.

Member

100%

Energy Enterprise Group – JV, LLC

Delaware

GRI-Regency, LLC

Member

100%

Energy Enterprise Group, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

Westbard TH Regency, LLC

Delaware

Regency Centers, L.P.

New Regency Realty Group. Inc.

Member

Member

79%

21%

Nohl Plaza, LLC

Delaware

Regency Centers, L.P.

Member

100%

Cheshire Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Columbia II Old Town Square, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Oakley Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers I, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers II, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers III, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers IV, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers V, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers VI, LLC

Delaware

Regency Centers, L.P.

Member

100%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

Burlywood Centers VII, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers VIII, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers IX, LLC

Delaware

Regency Centers, L.P.

Member

100%

Burlywood Centers X, LLC

Delaware

Regency Centers, L.P.

Member

100%

REB-UB Properties, LLC

Maryland

Hercules Merger Sub, LLC

Member

100%

UB Solar, Inc.

New Jersey

New Regency Realty Group, Inc.

Member

100%

UB Solar SPE Yorktown, LLC

Delaware

UB Solar, Inc.

Member

100%

Hercules Merger Sub, LLC

Maryland

Regency Centers, L.P.

Member

100%

323 Railroad, LLC

Delaware

REG-UB Properties, LLC

Member

100%

Pompton Lakes Towne Square Urban Renewal Entity, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

Pompton Lakes Towne Square Urban Renewal Entity II (Retail), LLC

New Jersey

REG-UB Properties, LLC

Member

100%

Staples Plaza Self Storage, LLC

Delaware

REG-UB Properties, LLC

Member

100%

The Dock Self Storage, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB 970 High Ridge, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB 1031 Parking, LLC

Connecticut

REG-UB Properties, LLC

Member

100%

UB Bloomfield I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Boonton I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Brewster, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Chestnut, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Danbury, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Darien, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Derby I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Dockside, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Eastchester Plaza, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Fairfield Centre, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Fort Lee I, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Greenwich I, LLC

Connecticut

REG-UB Properties, LLC

Member

100%

UB Greenwich II-OGCC, LLC

Connecticut

REG-UB Properties, LLC

Member

100%

UB Harrison I, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Kinnelon I, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Litchfield, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB McLean, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Midland Park, I, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Midway I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Midway II, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB New City I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB New Milford, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB New Providence, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Newfield Green, LLC

Connecticut

REG-UB Properties, LLC

Member

100%

UB NM Fairfield Plaza, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Passaic I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Pompton Lakes I, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Putnam, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Railside, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Riverhead I, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Riverhead II, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Rye LLC

New York

REG-UB Properties, LLC

Member

100%

UB Shelton Gas Pad, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Shelton Square, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Somers Sub, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Stratford I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

 


Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

 

Entity

 

Jurisdiction

 

Owner(s)

Nature of

Interest

% of
Ownership

UB Tanglewood, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Waldwick I, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Wyckoff I, LLC

New Jersey

REG-UB Properties, LLC

Member

100%

UB Yorktown, LLC

Delaware

REG-UB Properties, LLC

Member

100%

UB Stamford, L.P.

Delaware

REG-UB Properties, LLC

UB Katonah, LLC

General Partner

Limited Partner

98.774%

1.226%

UB Katonah, LLC

New York

REG-UB Properties, LLC

Member

100%

UB Ironbound, L.P.

Delaware

UB Ironbound GP, LLC

REG-UB Properties, LLC

General Partner

Limited Partner

84.02%

15.98%

UB Ironbound GP, LLC

Delaware

REG-UB Properties, LLC

Member

100%

Airport Beverages, Inc.

Connecticut

REG-UB Properties, LLC

Shareholder

100%

Greens Farms Beverages, Inc.

Connecticut

REG-UB Properties, LLC

Shareholder

100%

Ridgeway Beverages, Inc.

Connecticut

REG-UB Properties, LLC

Shareholder

100%

The Dock Wine and Liquors, Inc.

Connecticut

REG-UB Properties, LLC

Shareholder

100%

Veterans Plaza Beverages, Inc.

Connecticut

REG-UB Properties, LLC

Shareholder

100%

UB High Ridge, LLC

Delaware

REG-UB Properties, LLC

Various Individuals

Managing Member

Other Members

30.3%

69.7%

UB High Ridge SPE, LLC

Delaware

UB High Ridge, LLC

Member

100%

UB Dumont I, LLC

Delaware

REG-UB Properties, LLC

Various Individuals

Managing Member

Other Members

43.1%

56.9%

Midway Shopping Center, L.P.

New York

UB Midway I, LLC

UB Midway II, LLC

Steinburg Group

Various Individuals

General Partner

Limited Partner

General Partner

Limited Partner

9.97%

1.83%

12.52%

75.68%

McLean Plaza Associates, LLC

New York

UB McLean, LLC

CP-700 McLean Avenue LLC

JB-700 McLean Avenue LLC

Managing Member

Member

Member

53.45%

24.5%

22.05%

UB Orangeburg, LLC

Delaware

REG-UB Properties, LLC

JLJ Management Co.

Managing Member

Member

43.8%

56.2%

Riverhead Spirits, Inc.

New York

REG-UB Properties, LLC

Lerner Spirits LLC

Shareholder

Shareholder

50%

50%

BDG Sun-Vet, LLC

New York

Regency Centers, L.P.

BDG SV Five, LLC

Managing Member

99.2%

0.8%

Clarendon Regency LQR Holding I, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

Clarendon Regency LQR Holding II, LLC

Delaware

Clarendon Regency Holding I, LLC

Member

100%

Clarendon Regency LQR Commons, LLC

Delaware

Clarendon Regency Holding II, LLC

Member

100%

Westbard Square LQR, LLC

Delaware

New Regency Realty Group, Inc.

Member

100%

 

 

 

 

 


EX-22

 

Exhibit 22

 

SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES

 

As of December 31, 2023, Regency Centers Corporation owned approximately 99.4% of the outstanding common partnership units of Regency Centers, L.P.

 

Guaranteed Securities

Issuer

Guarantor

$250 million 3.75% notes due June 15, 2024

Regency Centers, L.P.

Regency Centers Corporation

$250 million 3.90% notes due November 1, 2025

Regency Centers, L.P.

Regency Centers Corporation

$100 million 3.81% notes due May 11, 2026

Regency Centers, L.P.

Regency Centers Corporation

$100 million 3.91% notes due August 11, 2026

Regency Centers, L.P.

Regency Centers Corporation

$525 million 3.60% notes due February 1, 2027

Regency Centers, L.P.

Regency Centers Corporation

$300 million 4.125% notes due March 15, 2028

Regency Centers, L.P.

Regency Centers Corporation

$425 million 2.95% notes due September 15, 2029

Regency Centers, L.P.

Regency Centers Corporation

$600 million 3.70% notes due June 15, 2030

Regency Centers, L.P.

Regency Centers Corporation

$425 million 4.40% notes due February 1, 2047

Regency Centers, L.P.

Regency Centers Corporation

$300 million 4.65% notes due March 15, 2049

Regency Centers, L.P.

Regency Centers Corporation

 

 


EX-23.1

 

Exhibit 23.1

 

https://cdn.kscope.io/bec80af8a5eb4ecca782c8f99e2a2161-img216918706_0.jpg 

 

 

 

KPMG LLP

Suite 500

501 Riverside Avenue

Jacksonville, FL 32202

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-270763) on Form S-3 ASR, (No. 333-125858 and No. 333-202971) on Form S-3, and (No. 333-24971, No. 333-149872, No. 333-239423, No. 333-231427 and No. 333-174662) on Form S-8 of Regency Centers Corporation and (No. 333-270763-01) on Form S-3 ASR of Regency Centers, L.P. of our reports dated February 16, 2024, with respect to the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Jacksonville, Florida

February 16, 2024

 


EX-31.1

 

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 16, 2024

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 

 


EX-31.2

 

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 16, 2024

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

 


EX-31.3

 

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 16, 2024

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-31.4

 

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 16, 2024

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-32.1

 

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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period express in this Report.

Date: February 16, 2024

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 


EX-32.2

 

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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period expressed in this Report.

Date: February 16, 2024

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

 


EX-32.3

 

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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, 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. as of the dates and for the periods expressed in this Report.

Date: February 16, 2024

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-32.4

 

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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, 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. as of the dates and for the periods expressed in this Report.

Date: February 16, 2024

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-97

Exhibit 97

REGENCY CENTERS CORPORATION

Restatement Clawback Policy

Purpose

The Board of Directors (the “Board”) of Regency Centers Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes executive integrity and accountability and reinforces the Company’s compensation philosophies by aligning its financial performance with policies designed to deliver shareholder value. Accordingly, the Board adopted a clawback policy to provide for the recoupment of certain incentive compensation as a result of a restatement or misconduct. To align the Company’s policy with Nasdaq’s listing standards, which reflect the U.S. Securities and Exchange Commission’s (the “SEC”) rules implementing Section 954 of the Dodd-Frank Act, the Company amended its clawback policy to provide a separate clawback policy for misconduct and a separate clawback policy for a restatement. Both polices will be deemed effective as of the date Nasdaq listed companies are required to comply with listing standards for recoupment related to restatements (the “Effective Date”).

Definitions

For purposes of the Company’s Restatement Clawback Policy (the “Policy”), the following terms shall have the meanings set forth below:

(a)
Applicable Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
(b)
Covered Person” means any current or former executive chairman of the board, president and chief executive officer, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s affiliates) who performs similar policy-making functions for the Company which shall also include any officer who has or had been designated as an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934.
(c)
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Examples of Financial Reporting Measures include measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, return measures (such as return on assets), funds from operations (“FFO”), all derivations of FFO such as Nareit FFO and core operating

 


 

earnings, profitability of one or more segments, sales per square foot, same store sales, revenue per user, and cost per employee. Stock price and total shareholder return (“TSR”) also are Financial Reporting Measures.
(d)
Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Board or any committee of the Board delegated powers under this Policy determines that recovery of the Incentive-Based Compensation is not practicable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation or would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022; or (iii) it has determined that the recovery of Incentive-Based Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of the U.S Internal Revenue Code and regulations thereunder.
(e)
Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however, it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
(f)
Received,” for purposes of Incentive-Based Compensation, is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(g)
Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received on or after the Effective Date by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Performing Measures, as reflected in the Restatement. With respect to Incentive-Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received.
(h)
Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material

2


 

misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). A Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to: (i) retrospective application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.

Administration

The Board shall have full authority to administer, amend or terminate this Policy. The Board shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Board shall be final, binding and conclusive. The Board may delegate any of its powers under this Policy to any committee of the Board or any subcommittee or delegate thereof.

Recoupment of Incentive – Based Compensation

If the Company is required to prepare a Restatement, the Board shall, unless the Board or a Board committee determines it to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. Subject to applicable law, the Board may seek to recoup Recoverable Compensation by requiring a Covered Person to repay such amount to the Company; by adding “holdback” or deferral policies to incentive compensation; by adding post-vesting “holding” or “no transfer” policies to equity awards; by set-off of a Covered Person’s other compensation; by reducing future compensation; or by such other means or combination of means as the Board, in its sole discretion, determines to be appropriate. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Board may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.

This policy is in addition to, and shall in no event limit, the Company’s ability to seek recovery pursuant to the terms of any other plan, policy, or agreement of the Company or its affiliates or of applicable law.

No Indemnification

In no event will the Company indemnify any Covered Person for any compensation that the Covered Person is required to reimburse or forfeit pursuant to this policy.

3


 

Disclosures

The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any applicable exchange listing standard.

Amendment; Termination

This Policy may be amended or terminated at any time by the Board and shall be amended as and when necessary to reflect applicable changes in law and stock exchange listing standards.

 

Successors

 

This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.

Effective Date

This Policy shall be effective as of November 15, 2023.

4