Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017
or
o
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)
 https://cdn.kscope.io/599d9995ddd08f5d0f363ff12a64cce3-regcover10k123116a05.jpg
59-3191743
DELAWARE (REGENCY CENTERS, L.P.)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
New York Stock Exchange
Regency Centers, L.P.
Title of each class
 
Name of each exchange on which registered
None
 
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    x    NO    o    Regency Centers, L.P.    YES    x    NO    o
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    o    NO    x    Regency Centers, L.P.    YES    o    NO    x
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    x    NO    o    Regency Centers, L.P.    YES    x    NO    o



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Regency Centers Corporation    YES    x    NO    o    Regency Centers, L.P.    YES    x    NO    o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Regency Centers Corporation    x    Regency Centers, L.P    x
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
x
Accelerated filer
o
Emerging growth company
o
Non-accelerated filer
o
Smaller reporting company
o
 
 
Regency Centers, L.P.:
Large accelerated filer
o
Accelerated filer
x
Emerging growth company
o
Non-accelerated filer
o
Smaller reporting company
o
 
 
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    YES    o    NO    o    Regency Centers, L.P.    YES    o    NO    o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation    YES    o    NO    x    Regency Centers, L.P.    YES    o    NO    x
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    $9.3 billion    Regency Centers, L.P.    N/A
The number of shares outstanding of the Regency Centers Corporation’s common stock was 170,794,466 as of February 23, 2018.
Documents Incorporated by Reference
Portions of Regency Centers Corporation's proxy statement in connection with its 2018 Annual Meeting of Stockholders are incorporated by reference in Part III.
 





EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2017 of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company”, "Regency Centers" or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2017, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership. The remaining limited Units are owned by investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for the $500 million of unsecured public and private placement debt assumed with the Equity One merger on March 1, 2017, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $500 million of debt of the Parent Company assumed in the Equity One merger. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.
Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.





TABLE OF CONTENTS
 
Item No.
 
Form 10-K
Report Page
 
 
 
 
PART I
 
 
 
 
1.
 
 
 
1A.
 
 
 
1B.
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
 
PART II
 
 
 
 
5.
 
 
 
6.
 
 
 
7.
 
 
 
7A.
 
 
 
8.
 
 
 
9.
 
 
 
9A.
 
 
 
9B.
 
 
 
 
PART III
 
 
 
 
10.
 
 
 
11.
 
 
 
12.
 
 
 
13.
 
 
 
14.
 
 
 
 
PART IV
 
 
 
 
15.
 
 
 
 
SIGNATURES
 
 
 
 
16.






Forward-Looking Statements
In addition to historical information, information in this Form 10-K contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues, the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the real estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Known risks and uncertainties are described further in the Item 1A. Risk Factors below. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P. appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.
PART I
Item 1. Business
Regency Centers began its operations as a publicly-traded REIT in 1993, and, as of December 31, 2017, had full or partial ownership interests in 426 retail properties primarily anchored by market leading grocery stores. Our properties are principally located in affluent and infill trade areas of the United States, and contain 53.9 million square feet ("SF") of gross leasable area ("GLA"). Our pro-rata ownership share of this GLA is 44.0 million square feet. All of our operating, investing, and financing activities are performed through the Operating Partnership, our wholly-owned subsidiaries, and through our co-investment partnerships.
On March 1, 2017, Regency completed its merger with Equity One Inc. ("Equity One"), whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company. Under the terms of the Merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock owned immediately prior to the effective time of the merger resulting in approximately 65.5 million shares being issued to effect the merger. As part of the merger, Regency acquired 121 properties representing 16.0 million SF of GLA, including 8 properties held through co-investment partnerships.
Our mission is to be the preeminent national shopping center owner, operator, and developer. Our strategy is to:
Own and manage an unequaled portfolio of high-quality neighborhood and community shopping centers anchored by market leading grocers and located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We expect that this combination will produce highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI");
Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at higher returns as compared to acquisitions;
Support our business activities with a strong balance sheet; and
Engage a talented, dedicated team of employees, who are guided by Regency’s strong values and special culture, which are aligned with shareholder interests.
Key goals to achieve our strategy are to:
Sustain superior same property NOI growth compared to our shopping center peers;
Develop and redevelop high quality shopping centers at attractive returns on investment;
Maintain a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities on a favorable basis, and to weather economic downturns;
Attract and motivate an exceptional team of employees who operate efficiently and are recognized as industry leaders; and
Generate reliable growth in earnings per share, funds from operations per share, and most importantly total shareholder returns that consistently rank at or near the top of shopping center REITS.
Sustainability
We believe sustainability is in the best interest of our tenants, investors, employees, and the communities in which we operate and are committed to reducing our environmental impact, including energy and water use, greenhouse gas emissions, and waste. We believe this commitment is not only the right thing to do, but also assists the Company in achieving key strategic objectives in operations and development. We are committed to transparency with regard to our sustainability performance, risks and opportunities, and will continue to increase disclosure using industry accepted reporting frameworks. We currently have a Green Star rating from the Global Real Estate Sustainability Benchmark, or GRESB, for the third

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consecutive year. More information about our sustainability strategy, goals, performance, and formal disclosures are available on our website at www.regencycenters.com.
Competition
We are among the largest owners of shopping centers in the nation based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery store chains that also anchor some of our shopping centers. This results in competition for attracting anchor tenants, as well as the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven by:
our locations within our market areas;
the design and high quality of our shopping centers;
the strong demographics surrounding our shopping centers;
our relationships with our anchor tenants and our side-shop and out-parcel retailers;
our practice of maintaining and renovating our shopping centers; and
our ability to source and develop new shopping centers.
Employees
Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 21 market offices nationwide, including our corporate headquarters, where we conduct management, leasing, construction, and investment activities. We have 446 employees throughout the United States and we believe that our relations with our employees are good.
Compliance with Governmental Regulations
Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral. Although we have a number of properties that could require or are currently undergoing varying levels of environmental remediation, known environmental remediation is not currently expected to have a material financial impact on us due to insurance programs designed to mitigate the cost of remediation, various state-regulated programs that shift the responsibility and cost to the state, and existing accrued liabilities for remediation.
Executive Officers
Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been employed by us for more than five years.
Name
Age
Title
Executive Officer in Position Shown Since
Martin E. Stein, Jr.
65
Chairman and Chief Executive Officer
1993
Lisa Palmer
50
President and Chief Financial Officer
2016 (1)
Dan M. Chandler, III
50
Executive Vice President of Investments
2016 (2)
James D. Thompson
62
Executive Vice President of Operations
2016 (3)
(1) Ms. Palmer assumed the responsibilities of President, effective January 1, 2016 in addition to her responsibilities as Chief Financial Officer, which she has held 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.
(2) Mr. Chandler assumed the role of Executive Vice President of Investments on January 1, 2016 and previously served as Managing Director since 2006. Prior to that, Mr. Chandler served in various investment officer positions since the merger with Pacific Retail Trust in 1999.
(3) Mr. Thompson assumed the role of Executive Vice President of Operations on January 1, 2016 and previously served as our Managing Director - East since our initial public offering in 1993. Prior to that time, Mr. Thompson served as Executive Vice President of our predecessor real estate division beginning in 1981.


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Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), Philadelphia, PA. We offer a dividend reinvestment plan (“DRIP”) that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (855) 449-0975 or our Shareholder Relations Department at (904) 598-7000.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley & Lardner LLP, Jacksonville, Florida.
Annual Meeting of Shareholders
Our 2018 annual meeting of shareholders will be held at the Ponte Vedra Inn and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida, at 10:30 a.m. on Thursday, April 26, 2018.
Defined Terms
We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these measures improve the understanding of the Company's operational results. We manage our entire real estate portfolio without regard to ownership structure, although certain decisions impacting properties owned through partnerships require partner approval. Therefore, we believe presenting our pro-rata share of certain operating metrics regardless of ownership structure, along with other non-GAAP measures, makes comparisons of other REITs' operating results to the Company's more meaningful. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results:
Same Property information is provided for retail operating properties that were owned and operated for the entirety of both calendar year periods being compared and excludes Non-Same Properties and Properties in Development.
A Non-Same Property is a property acquired, sold, or a Development Completion during either calendar year period being compared. Non-retail properties and corporate activities, including activities of our captive insurance company, are part of Non-Same Property.
A Retail Operating Property is any property where the majority of the income is generated from retail uses, and is not termed a Property in Development.
Property In Development includes land or Retail Operating Properties in various stages of development and redevelopment including active pre-development activities.
Development Completion is a development project that is deemed complete upon the earliest of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the project features at least two years of anchor operations, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed a Retail Operating Property.
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.
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 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 provide for such

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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:
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting or allocating noncontrolling interests, and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
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.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, real estate gains and losses, development and acquisition pursuit costs, straight line rental income, and above and below market rent amortization.
Fixed Charge Coverage Ratio is defined as Adjusted EBITDA divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.
Net Operating Income ("NOI") is the sum of minimum rent, percentage rent and recoveries from tenants and other income, less operating and maintenance, real estate taxes, and provision for doubtful accounts. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization and other fees. The Company also provides disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
NAREIT Funds from Operations ("NAREIT FFO") is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate impairments, 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. Many 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 and losses from depreciable property dispositions, and impairments, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, NAREIT FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. The Company provides a reconciliation of Net Income (Loss) Attributable to Common Stockholders to NAREIT FFO.
Core FFO is an additional performance measure used by Regency as the computation of NAREIT FFO includes certain non-comparable items that affect the Company's period-over-period performance. Core FFO excludes from NAREIT FFO: (a) transaction related income or expense; (b) impairments on land; (c) gains or losses from the early extinguishment of debt; and (d) other amounts as they occur. The Company provides a reconciliation of NAREIT FFO to Core FFO.


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Item 1A. Risk Factors
Risk Factors Related to the Retail Industry
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.
Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of minimum rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks, that upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, or demand new lease terms, including costs for renovations or concessions. The market for leasing retail space in our properties may be adversely affected by any of the following:
changes in national, regional and local economic conditions;
deterioration in the competitiveness and creditworthiness of our retail tenants;
increased competition from the use of e-commerce by retailers and consumers as well as other concepts such as super-stores and warehouse clubs;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales;
reduced tenant demand for retail space;
oversupply of retail space;
reduced consumer demand for certain retail categories;
consolidation within the retail sector;
increased operating costs;
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties;
casualties, natural disasters and terrorist attacks; and
armed conflicts against the United States.

To the extent that any of these conditions occur they are likely to impact the retail industry, our retail tenants, the demand and market rents for retail space, the occupancy levels of our properties, our ability to sell, acquire or develop properties, our operating results and our cash available for distributions to stock and unit holders.
The integration of bricks and mortar stores and e-commerce by retailers and a continued shift in retail sales towards e-commerce may adversely impact our revenues and cash flows.
The recent merger of Amazon.com with Whole Foods Market, Inc. highlights the increasing impact of e-commerce on retailers and changes in customer buying habits, including curbside pick-up of items ordered on line and home delivery of food kits, such as Blue Apron and HelloFresh. Retailers are considering these e-commerce trends when making decisions regarding their bricks and mortar stores and how they will compete and innovate in a rapidly changing e-commerce environment. Many retailers in our shopping centers provide services or sell goods, which have historically been less likely to be purchased online; however, the continuing increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of retail locations in the future or close stores. This shift may adversely impact our occupancy and rental rates, which would impact our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions. These conditions may adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions.
Our business is dependent on perceptions by retailers and shoppers of the safety, convenience and attractiveness of our retail properties.
We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options to be safer, more convenient, or of a higher quality, our revenues may be adversely affected.
Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.    
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. During the year ended December 31, 2017, our properties in California, Florida, and Texas accounted for 30.1%, 17.3%, and 7.8%, respectively, of our NOI from Consolidated Properties plus our pro-rata share from Unconsolidated

5



Properties ("pro-rata basis"). Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in California, Florida, or Texas compared to other geographic areas.
Our success depends on the success and continued presence of our “anchor” tenants.
Anchor Tenants ("Anchor Tenants" or "Anchors" occupying 10,000 square feet or more) occupy large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the success of other tenants by attracting shoppers to the property. We derive significant revenues from anchor tenants such as Publix, Kroger, Albertsons/Safeway, TJX Companies, and Whole Foods who accounted for 3.1%, 3.1%, 2.9%, 2.4%, and 2.3%, respectively, of our total annualized base rent on a pro-rata basis, for the year ended December 31, 2017. Our net income and cash flow may be adversely affected by the loss of revenues and additional costs in the event a significant anchor tenant:
becomes bankrupt or insolvent;
experiences a downturn in its business;
materially defaults on its leases;
does not renew its leases as they expire;
renews at lower rental rates and/or requires a tenant improvement allowance; or
renews, but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to release the vacated space.

Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. If a significant tenant vacates a property, co-tenancy clauses in select centers may allow other tenants to modify or terminate their rent or lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.
A significant percentage of our revenues are derived from smaller shop space tenants and our net income may be adversely impacted if our smaller shop tenants are not successful.
A significant percentage of our revenues are derived from smaller shop space tenants ("Shop Space Tenants" occupying less than 10,000 square feet). Shop Space Tenants may be more vulnerable to negative economic conditions as they have more limited resources than Anchor Tenants. Shop Space Tenants are facing reductions in sales as a result of an increase in competition including from e-commerce retailers. Certain Shop Space Tenants are incorporating e-commerce into their business strategies and may seek to reduce their store sizes upon lease expiration as they adjust to and implement alternative distribution channels. The types of Shop Space Tenants vary from retail shops and restaurants to service providers. If we are unable to attract the right type or mix of Shop Space Tenants into our centers, our revenues and cash flow may be adversely impacted.
At December 31, 2017, Shop Space Tenants represent approximately 36% of our GLA leased at average base rents of $32 PSF. A one-percent decline in our shop space occupancy may result in a reduction to minimum rent of approximately $4.7 million.
We may be unable to collect balances due from tenants in bankruptcy.
Although minimum rent and recoveries from tenants are supported by long-term lease contracts, tenants who file 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 might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to release the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Risk Factors Related to Real Estate Investments and Operations
We are subject to numerous laws and regulations that may adversely affect our operations or expose us to liability.

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Our properties are subject to numerous federal, state, and local laws and regulations, some of which may conflict with one another or be subject to varying judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, competition laws, rules and agreements, landlord-tenant laws, property tax regulations, changes in real estate assessments and other laws and regulations generally applicable to business operations. Noncompliance with such laws and regulations, and any associated litigation may expose us to liability.
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.
Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable. We evaluate whether there are any indicators, including property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities and goodwill) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value.
The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. Changes in these factors may impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.
These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.

We face risks associated with development, redevelopment and expansion of properties.
We actively pursue opportunities for new retail development, or existing property redevelopment or expansion. Development and redevelopment activities require various government and other approvals for entitlements and any delay in such approvals may significantly delay this process. We may not recover our investment in development or redevelopment projects for which approvals are not received. We are subject to other risks associated with these activities, including the following risks:
we may be unable to lease developments to full occupancy on a timely basis;
the occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
actual costs of a project may exceed original estimates, possibly making the project unprofitable;
delays in the development or construction process may increase our costs;
we may abandon a development opportunity and lose our investment;
the size of our development pipeline may strain our labor or capital capacity to complete developments within targeted timelines and may reduce our investment returns;
a reduction in the demand for new retail space may reduce our future development activities, which in turn may reduce our net operating income;
changes in the level of future development activity may adversely impact our results from operations by reducing the amount of internal general overhead costs that may be capitalized;
a shift in our development and acquisition focus to mixed use properties in very dense urban locations (with or without joint venture or development partners for residential or office components), with differing tenant profiles or mixes, and/or multi-story buildings, all in select cases.

We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above

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average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:
properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve the investment returns we project;
our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects and necessary repairs, which may increase our costs;
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;
we may not recover our costs from an unsuccessful acquisition;
our acquisition activities may distract or strain our management capacity; and
we may not be able to successfully integrate an acquisition into our existing operations platform.

We face risks if we expand into new markets.
If opportunities arise, we may acquire or develop properties in markets where we currently have no presence. Each of the risks applicable to acquiring or developing properties in our current markets are applicable to acquiring, developing and integrating properties in new markets. In addition, we may not possess the same level of familiarity with the dynamics and conditions of the new markets we may enter, which may adversely affect our operating results and investment returns in those markets.
We may be unable to sell properties when appropriate because real estate investments are illiquid.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they are relatively illiquid. As a result, our ability to sell one or more of our properties including properties held in joint venture in response to changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment. Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of a substantial prepayment penalty, which may restrict our ability to dispose of the property, even though the sale might otherwise be desirable.
Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We intend to utilize 1031 exchanges to mitigate taxable income; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions. In the event that we do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments.
Certain of the properties in our portfolio are subject to ground leases; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we may be materially and adversely affected.
We have 28 properties in our portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, we only own a long-term leasehold or similar interest in those properties. If we are found to be in breach of a ground lease, we may lose our interest in the improvements and the right to operate the property that is subject to the ground lease. In addition, unless we can purchase a fee interest in the underlying land or extend the terms of these leases before or upon their expiration, as to which no assurance can be given, we will lose our interest in the improvements and the right to operate such properties. The existing lease terms, including renewal options, were taken into consideration when making our investment decisions. The purchase price and subsequent improvements are being depreciated over the shorter of the remaining life of the ground leases or the useful life of the underlying assets. If we were to lose the right to operate a property due to a breach or not exercising renewal options of the ground lease, we would be unable to derive income from such property, which would impair the value of our investments, and materially and adversely affect our financial condition, results of operations and cash flows.
Geographic concentration of our properties makes our business vulnerable to natural disasters, severe weather conditions and climate change. 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.

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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. As of December 31, 2017, 26% of the total insured value of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 18% and 7% of the total insured value of our portfolio is located in the states of Florida and Texas, respectively. Recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including higher costs, such as uninsured property losses and higher insurance premiums, and disruptions to our business and the businesses of our tenants.
We carry comprehensive liability, fire, flood, terrorism, rental loss, and environmental insurance for our properties with policy specifications and insured limits customarily carried for similar properties. Some types of losses, such as losses from named wind storms, earthquakes, terrorism, or wars may have limited coverage or be excluded from insurance coverage. Although we carry specific insurance coverage for named windstorm and earthquake losses, the policies are subject to deductibles up to 2% to 5% of the total insured value of each property, up to a $10 million maximum deductible per occurrence for each of these perils, with limits of $300 million per occurrence for all perils except earthquake, which has a total annual aggregate limit of $300 million. Terrorism coverage is limited to $200 million per occurrence related to property damage. Liability claims are limited to $151 million per occurrence. Should a loss occur at any of our properties that is subject to a substantial deductible or is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.
To the extent climate change causes adverse changes in weather patterns, our properties in certain markets may experience increases in storm intensity and rising sea‑levels. Over time, these conditions may result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance on favorable terms, or making insurance unavailable. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties. At this time, there can be no assurance that climate change will not have a material adverse effect on us.
Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of attacks, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Loss of our key personnel may adversely affect our business and operations.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and other key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons may have a material adverse effect on us.
We face competition from numerous sources, including other REITs and other real estate owners.
The ownership of shopping centers is highly fragmented. We face competition from other public REITs, large private investors, institutional investors, and from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We also compete to develop shopping centers with other REITs engaged in development activities as well as with local, regional, and national real estate developers. This competition may:
reduce the number of properties available for acquisition or development;
increase the cost of properties available for acquisition or development; and
hinder our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents.

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

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Costs of environmental remediation may reduce our cash flow available for distribution to stock and unit holders.
Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation may exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan. We can provide no assurance that we are aware of all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations will not result in additional material environmental liabilities to us.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures.
All of our properties are required to comply with the Americans with Disabilities Act (“ADA”), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to comply with these requirements, and these expenditures may have a material adverse effect on our ability to meet our financial obligations and make distributions to our stock and unit holders.
We face risks associated with security breaches through cyber‑attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
We face risks associated with security breaches, whether through cyber‑attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e‑mails, persons inside our organization or persons with access to systems, and other significant disruptions of our IT networks and related systems. Our IT networks and related systems are essential to the operation of our business and our ability to perform day‑to‑day operations and, in some cases, may be critical to the operations of certain of our tenants and co-investment partners. Although we make efforts to maintain the security and integrity of our IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
A breach or significant and extended disruption in the functioning of our systems, including our primary website, may damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be able to recover these expenses in whole or in any part from our service providers, responsible parties, or insurance carriers.
Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.
We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. These investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or

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other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in litigation or arbitration that may increase our expenses and prevent management from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we would lose the asset, property management, leasing and construction management fees from these partnerships, which may adversely affect our operating results and our cash available for distribution to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital Structure
Higher market capitalization rates and lower net operating income ("NOI") at our properties may adversely impact our ability to sell properties and fund developments and acquisitions, and may dilute earnings.
As part of our funding strategy, we sell operating properties that no longer meet our investment standards or those with a limited future growth profile. These sales proceeds are used to fund the construction of new developments, redevelopments, and repay debt and acquisitions. An increase in market capitalization rates or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. In order to meet the cash requirements of our development program, we may be required to sell more properties than initially planned, which may have a negative impact on our earnings. 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 intend to utilize 1031 exchanges to mitigate taxable income, however there can be no assurance that we will identify properties that meet our investment objectives for acquisitions.
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. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding creditors willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to

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stock and unit holders. If we cannot make required mortgage payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes, unsecured term loans, and unsecured line of credit contain customary covenants, including compliance with financial ratios, such as ratio of total debt to gross asset value and fixed charge coverage ratio. Fixed charge coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") divided by the sum of interest expense and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders, if any. These covenants may limit our operational flexibility and our acquisition activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes, unsecured term loans, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and 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 facilities and term loans. As of December 31, 2017, 2.7% of our outstanding debt was variable 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.
From time to time, we manage our exposure to interest rate volatility by using interest rate hedging arrangements that 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 agreement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.
We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which may result in stockholder dilution and limit our ability to sell such assets.
We may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we may deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions may limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
Risk Factors Related to our Company and the Market Price for Our Securities
As a result of our merger with Equity One, Inc., the Gazit Parties became significant stockholders of Regency Centers and may have interests that are different from our other stockholders.
Mr. Chaim Katzman and Gazit-Globe, Ltd. and certain of its affiliated entities ("the Gazit Parties") own less than 10% of outstanding shares of our common stock. This concentration of ownership in one group of stockholders may potentially be disadvantageous to the interests of our other stockholders. The Gazit Parties have sold some of the shares they own in Regency Centers since we merged, and have filed a plan with the SEC to continue selling shares. Continued sales of our shares may cause volatility in our stock price, and we may find it more expensive to raise capital, if needed, through the sale of additional equity securities.

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Under the governance agreement entered into as a part of the merger with Equity One, we nominated Mr. Katzman to our board of directors. Effective February 14, 2018, Mr. Katzman resigned from our board. However, so long as the Gazit Parties beneficially own 7% or more of our outstanding common stock, the Gazit Parties will have the right to designate another person to be appointed to our board of directors, which person must be reasonably acceptable to our board of directors.
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 REIT's;
the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;
changes in market valuations of similar companies;
adverse market reaction to any additional debt we incur in the future;
any future issuances of equity securities;
additions or departures of key management personnel;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional stockholders;
changes in our dividend payments;
potential tax law changes on REITs;
speculation in the press or investment community; and
general market and economic conditions.

These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future. A decrease in the market price of our common stock may reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
There is no assurance that we will continue to pay dividends at historical rates.
Our ability to continue to pay dividends at historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:
our financial condition and results of future operations;
the terms of our loan covenants; and
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

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

Risk Factors Related to Laws and Regulations
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that we can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (“IRS”) or a court would agree with the positions we have taken in interpreting the REIT requirements. We are also

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required to distribute to our stockholders at least 90% of our REIT taxable income, excluding capital gains. The fact that we hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for the Parent Company to remain qualified as a REIT.
Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), we would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders. Although we believe that the Parent Company qualifies as a REIT, we cannot assure you that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.
Even if the Parent Company qualifies as a REIT for federal income tax purposes, we are required to pay certain federal, state, and local taxes on our income and property. For example, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.
In addition, on December 22, 2017, H.R. 1, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Cuts and Jobs Act") was signed into law by the U.S. President. Although we are not aware of any provision in the final tax reform legislation or any pending tax legislation that would adversely affect our ability to operate as a REIT, new legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.

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

The Tax Cuts and Jobs Act made significant changes to the Internal Revenue Code of 1986, as amended (the "Code"). While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point, it is not clear when Congress will address these issues or when the Internal Revenue Service will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.

As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this early stage of the new law’s implementation. Furthermore, the Tax Cuts and Jobs Act may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. The Tax Cuts and Jobs Act may also result in reduced government revenues, and therefore reduced government spending, which may negatively impact some of our tenants that rely on government funding. There can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition, and future business operations.

Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends may cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the shares of our capital stock.
Under the recently passed Tax Cuts and Jobs Act, the rate brackets for non-corporate taxpayer’s ordinary income are adjusted, the top tax rate is reduced from 39.6% to 37% (excluding the 3.8% Medicare tax on net investment income), and

14



ordinary REIT dividends are taxed at even lower effective rates. Under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017 and before January 1, 2026, distributions from REITs that are treated as dividends but are not designated as qualified dividends or capital gain dividends are generally taxed as ordinary income after deducting 20% of the amount of the dividend in the case of non-corporate stockholders. At the maximum ordinary income tax rate of 37% applicable for taxable years beginning after December 31, 2017 and before January 1, 2026, the maximum tax rate on ordinary REIT dividends for non-corporate stockholders is generally 29.6% (plus the 3.8% Medicare tax on net investment income).
Foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled" REIT.
A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.
Legislative or other actions affecting REITs may have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect Regency or our investors. We cannot predict how changes in the tax laws might affect Regency or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction that constitutes “qualifying income” for purposes of the 75% or 95% gross income tests applicable to REITs, does not constitute “gross income” for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, or TRS.
Changes in accounting standards may impact our financial results.
The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects recently completed or on their agenda that may impact how we currently account for our material transactions, including lease accounting and other convergence projects with the International Accounting Standards Board. The largest projects, Revenue from Contracts with Customers and Leases, have been issued and will be adopted by the Company by their effective dates, as further described in note 1. The Leases standard is expected to have an impact on our financial statements when adopted to require all of our operating leases for office, ground and equipment leases to be recorded on our balance sheet. Also, we will no longer capitalize internal leasing compensation costs and legal costs associated with leasing activities under the new standard, which will result in an increase in our general and administrative costs and a reduction to our net income.
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.

15



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

Item 1B. Unresolved Staff Comments
None.


16



Item 2. Properties
The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):
 
 
December 31, 2017
 
December 31, 2016
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
 
96

 
11,255

 
29.1
%
 
94.7
%
 
37

 
4,168

 
17.4
%
 
93.6
%
California
 
56

 
8,549

 
22.1
%
 
96.5
%
 
43

 
5,734

 
24.0
%
 
97.7
%
Texas
 
23

 
3,018

 
7.8
%
 
97.4
%
 
23

 
3,014

 
12.6
%
 
96.0
%
Georgia
 
21

 
2,047

 
5.3
%
 
95.2
%
 
15

 
1,395

 
5.8
%
 
93.8
%
Connecticut
 
14

 
1,458

 
3.8
%
 
96.9
%
 
3

 
316

 
1.3
%
 
94.7
%
Virginia
 
8

 
1,420

 
3.7
%
 
86.3
%
 
7

 
1,233

 
5.2
%
 
87.5
%
New York
 
9

 
1,198

 
3.1
%
 
99.0
%
 
1

 
105

 
0.4
%
 
—%

Ohio
 
8

 
1,196

 
3.1
%
 
99.5
%
 
8

 
1,184

 
4.9
%
 
98.4
%
Colorado
 
14

 
1,146

 
3.0
%
 
97.2
%
 
14

 
1,146

 
4.8
%
 
93.8
%
Illinois
 
6

 
1,069

 
2.8
%
 
88.3
%
 
5

 
817

 
3.4
%
 
98.7
%
Massachusetts
 
9

 
907

 
2.3
%
 
99.1
%
 
3

 
516

 
2.2
%
 
95.5
%
North Carolina
 
10

 
895

 
2.3
%
 
97.0
%
 
10

 
895

 
3.8
%
 
96.2
%
Washington
 
7

 
825

 
2.1
%
 
99.4
%
 
6

 
672

 
2.8
%
 
99.3
%
Louisiana
 
5

 
753

 
1.9
%
 
94.2
%
 

 

 
%
 
%
Oregon
 
7

 
741

 
1.9
%
 
94.8
%
 
7

 
741

 
3.1
%
 
93.3
%
Missouri
 
4

 
408

 
1.1
%
 
99.7
%
 
4

 
408

 
1.7
%
 
99.5
%
Maryland
 
3

 
372

 
1.0
%
 
86.6
%
 
1

 
117

 
0.5
%
 
97.9
%
Tennessee
 
3

 
317

 
0.8
%
 
97.6
%
 
3

 
317

 
1.3
%
 
96.3
%
Pennsylvania
 
3

 
317

 
0.8
%
 
93.2
%
 
3

 
317

 
1.3
%
 
94.7
%
Indiana
 
1

 
254

 
0.7
%
 
97.7
%
 
1

 
254

 
1.1
%
 
97.9
%
Delaware
 
1

 
232

 
0.6
%
 
95.6
%
 
1

 
232

 
1.0
%
 
93.6
%
New Jersey
 
1

 
218

 
0.6
%
 
86.7
%
 
1

 
218

 
0.9
%
 
65.9
%
Michigan
 
1

 
97

 
0.3
%
 
98.6
%
 
1

 
97

 
0.4
%
 
97.1
%
South Carolina
 
1

 
51

 
0.1
%
 
71.2
%
 

 

 
—%

 
—%

Arizona
 

 

 
%
 
%
 
1

 
36

 
0.1
%
 
60.4
%
Total
 
311

 
38,743

 
100.0
%
 
95.5
%
 
198

 
23,932

 
100.0
%
 
94.8
%
Certain Consolidated Properties are encumbered by mortgage loans of $636.7 million, excluding debt issuance costs and premiums and discounts, as of December 31, 2017.
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $21.01 and $19.70 per square foot ("PSF") as of December 31, 2017 and 2016, respectively.

17



The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):
 
 
December 31, 2017
 
December 31, 2016
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
 
21

 
2,791

 
18.4
%
 
97.0
%
 
20

 
2,652

 
19.1
%
 
97.5
%
Virginia
 
18

 
2,554

 
16.9
%
 
94.3
%
 
18

 
2,551

 
18.3
%
 
95.1
%
North Carolina
 
8

 
1,326

 
8.8
%
 
91.6
%
 
8

 
1,275

 
9.2
%
 
95.3
%
Maryland
 
11

 
1,184

 
7.8
%
 
95.8
%
 
11

 
1,182

 
8.5
%
 
96.1
%
Florida
 
10

 
1,040

 
6.9
%
 
97.4
%
 
7

 
729

 
5.2
%
 
98.4
%
Texas
 
7

 
933

 
6.2
%
 
97.4
%
 
7

 
932

 
6.7
%
 
98.4
%
Colorado
 
5

 
836

 
5.5
%
 
96.2
%
 
5

 
853

 
6.1
%
 
95.1
%
Massachusetts
 
2

 
726

 
4.8
%
 
95.7
%
 

 

 
%
 
%
Minnesota
 
5

 
674

 
4.4
%
 
98.3
%
 
5

 
674

 
4.8
%
 
98.6
%
Illinois
 
4

 
671

 
4.4
%
 
95.5
%
 
4

 
671

 
4.8
%
 
95.7
%
Pennsylvania
 
6

 
666

 
4.4
%
 
95.7
%
 
6

 
664

 
4.8
%
 
91.7
%
Washington
 
5

 
621

 
4.1
%
 
96.5
%
 
5

 
621

 
4.6
%
 
95.2
%
New Jersey
 
3

 
287

 
1.9
%
 
98.2
%
 
2

 
158

 
1.1
%
 
100.0
%
Connecticut
 
1

 
186

 
1.2
%
 
100.0
%
 
1

 
186

 
1.3
%
 
94.8
%
New York
 
1

 
141

 
0.9
%
 
100.0
%
 
1

 
141

 
1.0
%
 
100.0
%
Indiana
 
2

 
139

 
0.9
%
 
99.1
%
 
2

 
139

 
1.0
%
 
100.0
%
Oregon
 
1

 
93

 
0.6
%
 
98.4
%
 
1

 
93

 
0.7
%
 
94.7
%
Georgia
 
1

 
86

 
0.6
%
 
97.5
%
 
1

 
86

 
0.6
%
 
98.5
%
South Carolina
 
1

 
80

 
0.5
%
 
100.0
%
 
1

 
80

 
0.6
%
 
100.0
%
Delaware
 
1

 
64

 
0.4
%
 
90.1
%
 
1

 
64

 
0.5
%
 
92.6
%
District of Columbia
 
2

 
40

 
0.3
%
 
91.8
%
 
2

 
40

 
0.3
%
 
100.0
%
Arizona
 

 

 
%
 
%
 
1

 
108

 
0.8
%
 
89.7
%
    Total
 
115

 
15,138

 
100.0
%
 
95.6
%
 
109

 
13,899

 
100.0
%
 
96.3
%
Certain Unconsolidated Properties are encumbered by mortgage loans of $1.5 billion, excluding debt issuance costs and premiums and discounts, as of December 31, 2017.
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $20.63 and $19.25 PSF as of December 31, 2017 and 2016, respectively.

18



The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus our pro-rata share of Unconsolidated Properties, as of December 31, 2017, 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
 
2,750
 
6.2%
 
$
28,002

 
3.1%
 
69
Kroger
 
2,868
 
6.5%
 
27,560

 
3.1%
 
58
Albertsons/Safeway
 
1,772
 
4.0%
 
25,465

 
2.9%
 
46
TJX Companies
 
1,427
 
3.2%
 
20,958

 
2.4%
 
58
Whole Foods
 
970
 
2.2%
 
20,133

 
2.3%
 
27
Ahold/Delhaize
 
623
 
1.4%
 
13,509

 
1.5%
 
16
CVS
 
640
 
1.5%
 
12,975

 
1.5%
 
57
Nordstrom
 
320
 
0.7%
 
8,747

 
1.0%
 
9
L.A. Fitness Sports Club
 
445
 
1.0%
 
8,384

 
0.9%
 
12
PETCO
 
351
 
0.8%
 
8,233

 
0.9%
 
43
Ross Dress For Less
 
564
 
1.3%
 
8,072

 
0.9%
 
24
Bed Bath & Beyond
 
500
 
1.1%
 
7,880

 
0.9%
 
16
Trader Joe's
 
252
 
0.6%
 
7,667

 
0.9%
 
25
Gap
 
197
 
0.4%
 
6,542

 
0.7%
 
15
Dick's Sporting Goods
 
417
 
0.9%
 
6,520

 
0.7%
 
8
Wells Fargo Bank
 
133
 
0.3%
 
6,465

 
0.7%
 
54
Starbucks
 
137
 
0.3%
 
6,423

 
0.7%
 
103
Target
 
570
 
1.3%
 
6,365

 
0.7%
 
6
Bank of America
 
115
 
0.3%
 
5,911

 
0.7%
 
39
JPMorgan Chase Bank
 
109
 
0.2%
 
5,855

 
0.7%
 
36
H.E.B.
 
344
 
0.8%
 
5,762

 
0.6%
 
5
Kohl's
 
612
 
1.4%
 
5,645

 
0.6%
 
8
Wal-Mart
 
573
 
1.3%
 
4,935

 
0.6%
 
7
Best Buy
 
216
 
0.5%
 
4,822

 
0.5%
 
7
Walgreens
 
222
 
0.5%
 
4,700

 
0.5%
 
18
Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet generally have initial lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases provide for the payment of fixed minimum 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.

19



The following table summarizes pro-rata lease expirations for the next ten years and thereafter, for our Consolidated and Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):
Lease Expiration Year
 
Number of Tenants with Expiring Leases
 
Pro-rata Expiring GLA
 
Percent of Total Company GLA
 
In Place Base Rent Expiring Under Leases
 
Percent of Base Rent
 
Pro-rata Expiring ABR
(1)
 
316

 
343

 
0.8
%
 
$
8,718

 
1.0
%
 
$
25.40

2018
 
1,055

 
2,776

 
6.8
%
 
64,498

 
7.5
%
 
23.23

2019
 
1,236

 
5,224

 
12.7
%
 
100,542

 
11.7
%
 
19.25

2020
 
1,313

 
4,742

 
11.5
%
 
99,892

 
11.6
%
 
21.07

2021
 
1,216

 
4,919

 
12.0
%
 
100,850

 
11.7
%
 
20.50

2022
 
1,313

 
5,658

 
13.8
%
 
121,526

 
14.1
%
 
21.48

2023
 
575

 
3,435

 
8.4
%
 
72,658

 
8.4
%
 
21.15

2024
 
372

 
2,109

 
5.1
%
 
49,721

 
5.8
%
 
23.58

2025
 
344

 
2,003

 
4.9
%
 
47,950

 
5.6
%
 
23.94

2026
 
306

 
1,984

 
4.8
%
 
47,744

 
5.5
%
 
24.06

2027
 
357

 
1,973

 
4.8
%
 
43,156

 
5.0
%
 
21.87

Thereafter
 
565

 
5,945

 
14.4
%
 
105,542

 
12.1
%
 
17.75

Total
 
8,968

 
41,111

 
100.0
%
 
$
862,797

 
100.0
%
 
$
21.00

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Leases currently under month-to-month rent or in process of renewal.
During 2018, we have a total of 1,055 leases expiring, representing 2.8 million square feet of GLA. These expiring leases have an average base rent of $23.23 PSF. The average base rent of new leases signed during 2017 was $25.13 PSF. During periods of recession or when occupancy is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when occupancy levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases. Based on current economic trends and expectations, the quality and mix of tenants in our centers, and pro-rata percent leased of 95.6%, we expect average base rent on new and renewal leases during 2018 to meet or exceed average rental rates on leases expiring in 2018. Exceptions may arise in certain geographic areas or at specific shopping centers based on the local economic situation, competition, location, quality, and size of the space being leased, among other factors. Additionally, significant changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current expectations.


20



See the following property table and also see Item 7, Management's Discussion and Analysis, for further information about our Consolidated and Unconsolidated Properties.

Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
200 Potrero
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
1928
 
$—
 
31
 
55.1%
 
$8.93
 
--
4S Commons Town Center
 
San Diego-Carlsbad-San Marcos
 
CA
 
85%
 
2004
 
2004
 
85,000
 
240
 
100.0%
 
33.20
 
Ralphs, Jimbo's...Naturally!
Amerige Heights Town Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2000
 
2000
 
15,844
 
89
 
100.0%
 
29.35
 
Albertsons, (Target)
Balboa Mesa Shopping Center
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
2012
 
2014
 
 
207
 
100.0%
 
25.40
 
Von's Food & Drug, Kohl's
Bayhill Shopping Center
 
San Francisco-Oakland-Fremont
 
CA
 
40%
 
2005
 
1990
 
20,412
 
122
 
97.3%
 
24.73
 
Mollie Stone's Market
Blossom Valley
 
San Jose-Sunnyvale-Santa Clara
 
CA
 
20%
 
1999
 
1990
 
22,300
 
93
 
100.0%
 
26.44
 
Safeway
Brea Marketplace (6)
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
40%
 
2005
 
1987
 
46,121
 
352
 
99.2%
 
18.71
 
Sprout's Markets, Target
Circle Center West
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2017
 
1989
 
10,198
 
64
 
100.0%
 
27.36
 
--
Clayton Valley Shopping Center
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2003
 
2004
 
 
260
 
92.8%
 
22.27
 
Grocery Outlet, Orchard Supply Hardware
Corral Hollow
 
Stockton
 
CA
 
25%
 
2000
 
2000
 
 
167
 
100.0%
 
17.39
 
Safeway, Orchard Supply & Hardware
Costa Verde Center
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
1999
 
1988
 
 
179
 
91.3%
 
36.64
 
Bristol Farms
Culver Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2017
 
2000
 
 
217
 
100.0%
 
32.02
 
Ralphs, Best Buy, LA Fitness
Diablo Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
1982
 
 
63
 
98.3%
 
39.54
 
(Safeway)
East Washington Place
 
Santa Rosa-Petaluma
 
CA
 
 
 
2011
 
2011
 
 
203
 
99.5%
 
24.07
 
(Target), Dick's Sporting Goods, TJ Maxx
El Camino Shopping Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
2017
 
 
136
 
98.1%
 
36.64
 
Bristol Farms
El Cerrito Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2000
 
2000
 
36,436
 
256
 
96.9%
 
29.44
 
(Lucky's), Trader Joe's
El Norte Pkwy Plaza
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
1999
 
2013
 
 
91
 
95.5%
 
18.10
 
Von's Food & Drug
Encina Grande
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
2016
 
 
106
 
100.0%
 
31.06
 
Whole Foods
Five Points Shopping Center
 
Santa Barbara-Santa Maria-Goleta
 
CA
 
40%
 
2005
 
2014
 
26,063
 
145
 
97.3%
 
28.12
 
Smart & Final
Folsom Prairie City Crossing
 
Sacramento--Arden-Arcade--Roseville
 
CA
 
 
 
1999
 
1999
 
 
90
 
98.7%
 
20.73
 
Safeway
French Valley Village Center
 
Riverside-San Bernardino-Ontario
 
CA
 
 
 
2004
 
2004
 
 
99
 
100.0%
 
26.32
 
Stater Bros.
Friars Mission Center
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
1999
 
1989
 
 
147
 
98.5%
 
33.52
 
Ralphs
Gateway 101
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2008
 
2008
 
 
92
 
100.0%
 
32.05
 
(Home Depot), (Best Buy), Target, Nordstrom Rack
Gelson's Westlake Market Plaza
 
Oxnard-Thousand Oaks-Ventura
 
CA
 
 
 
2002
 
2016
 
 
85
 
97.1%
 
27.35
 
Gelson's Markets
Golden Hills Promenade
 
San Luis Obispo-Paso Robles
 
CA
 
 
 
2006
 
2017
 
 
244
 
97.5%
 
7.55
 
Lowe's
Granada Village
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
40%
 
2005
 
2012
 
50,000
 
226
 
100.0%
 
23.51
 
Sprout's Markets
Hasley Canyon Village
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
20%
 
2003
 
2003
 
16,000
 
66
 
100.0%
 
25.25
 
Ralphs
Heritage Plaza
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
2012
 
 
230
 
100.0%
 
36.45
 
Ralphs
Indio Towne Center
 
Riverside-San Bernardino-Ontario
 
CA
 
 
 
2006
 
2010
 
 
182
 
95.2%
 
19.13
 
(Home Depot), (WinCo), Toys R Us
Jefferson Square
 
Riverside-San Bernardino-Ontario
 
CA
 
 
 
2007
 
2007
 
 
38
 
45.6%
 
16.13
 
--
Laguna Niguel Plaza
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
40%
 
2005
 
1985
 
 
42
 
100.0%
 
27.93
 
(Albertsons)
Marina Shores
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
20%
 
2008
 
2001
 
10,701
 
68
 
100.0%
 
34.91
 
Whole Foods
Mariposa Shopping Center
 
San Jose-Sunnyvale-Santa Clara
 
CA
 
40%
 
2005
 
1957
 
19,734
 
127
 
100.0%
 
19.58
 
Safeway
Morningside Plaza
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
1996
 
 
91
 
98.4%
 
22.89
 
Stater Bros.
Navajo Shopping Center
 
San Diego-Carlsbad-San Marcos
 
CA
 
40%
 
2005
 
1964
 
8,047
 
102
 
98.0%
 
14.07
 
Albertsons

21




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Newland Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
2016
 
 
152
 
100.0%
 
25.58
 
Albertsons
Oak Shade Town Center
 
Sacramento--Arden-Arcade--Roseville
 
CA
 
 
 
2011
 
1998
 
8,149
 
104
 
100.0%
 
21.32
 
Safeway
Oakbrook Plaza
 
Oxnard-Thousand Oaks-Ventura
 
CA
 
 
 
1999
 
2017
 
 
83
 
92.6%
 
19.86
 
Gelson's Markets
Parnassus Heights Medical
 
San Francisco-Oakland-Fremont
 
CA
 
50%
 
2017
 
1968
 
 
146
 
99.6%
 
37.94
 
Central Parking System
Persimmon Place
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2014
 
2014
 
 
153
 
100.0%
 
34.55
 
Whole Foods, Nordstrom Rack
Plaza Escuela
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
2002
 
 
155
 
88.9%
 
45.46
 
--
Plaza Hermosa
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
2013
 
 
95
 
100.0%
 
25.94
 
Von's Food & Drug
Pleasant Hill Shopping Center
 
San Francisco-Oakland-Fremont
 
CA
 
40%
 
2005
 
2016
 
50,000
 
232
 
80.8%
 
23.74
 
Target, Toys "R" Us
Pleasanton Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
1981
 
 
163
 
82.6%
 
12.82
 
JCPenney
Point Loma Plaza
 
San Diego-Carlsbad-San Marcos
 
CA
 
40%
 
2005
 
1987
 
25,456
 
205
 
97.2%
 
22.31
 
Von's Food & Drug
Potrero Center
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
1997
 
 
227
 
84.2%
 
33.29
 
Safeway
Powell Street Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2001
 
1987
 
 
166
 
92.4%
 
33.46
 
Trader Joe's
Raley's Supermarket
 
Sacramento--Arden-Arcade--Roseville
 
CA
 
20%
 
2007
 
1964
 
 
63
 
100.0%
 
12.50
 
Raley's
Ralphs Circle Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2017
 
1983
 
 
60
 
100.0%
 
18.38
 
Ralphs
Rancho San Diego Village
 
San Diego-Carlsbad-San Marcos
 
CA
 
40%
 
2005
 
1981
 
21,941
 
153
 
93.7%
 
21.94
 
Smart & Final
Rona Plaza
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
1989
 
 
52
 
95.9%
 
20.00
 
Superior Super Warehouse
San Carlos Marketplace
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
2007
 
 
154
 
100.0%
 
33.83
 
TJ Maxx, Best Buy
Scripps Ranch Marketplace
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
2017
 
2017
 
27,000
 
132
 
97.9%
 
27.17
 
Vons
San Leandro Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
1982
 
 
50
 
95.3%
 
35.09
 
(Safeway)
Seal Beach
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
20%
 
2002
 
1966
 
2,200
 
97
 
97.8%
 
25.76
 
Von's Food & Drug
Sequoia Station
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
1996
 
 
103
 
100.0%
 
40.17
 
(Safeway)
Serramonte Shopping Center
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
In Process
 
 
1,076
 
95.3%
 
24.39
 
Macy's, Target, Dick's Sporting Goods, JCPenney, Dave & Buster's, Nordstrom Rack
Shoppes at Homestead (fka Loehmanns Plaza California)
 
San Jose-Sunnyvale-Santa Clara
 
CA
 
 
 
1999
 
1983
 
 
113
 
100.0%
 
22.50
 
(Safeway)
Silverado Plaza
 
Napa
 
CA
 
40%
 
2005
 
1974
 
9,853
 
85
 
97.4%
 
16.99
 
Nob Hill
Snell & Branham Plaza
 
San Jose-Sunnyvale-Santa Clara
 
CA
 
40%
 
2005
 
1988
 
13,154
 
92
 
100.0%
 
18.58
 
Safeway
South Bay Village
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2012
 
2012
 
 
108
 
100.0%
 
20.15
 
Wal-Mart, Orchard Supply Hardware
Talega Village Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2017
 
2007
 
 
102
 
100.0%
 
21.28
 
Ralphs
Tassajara Crossing
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
1990
 
 
146
 
93.0%
 
23.30
 
Safeway
The Hub Hillcrest Market (fka Uptown District)
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
2012
 
2015
 
 
149
 
98.0%
 
38.52
 
Ralphs, Trader Joe's
The Marketplace Shopping Ctr
 
Sacramento-Arden Arcade-Roseville
 
CA
 
 
 
2017
 
1990
 
 
111
 
95.2%
 
24.47
 
Safeway
Tustin Legacy
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2016
 
2017
 
 
112
 
97.2%
 
30.93
 
Stater Bros.
Twin Oaks Shopping Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
40%
 
2005
 
1978
 
9,721
 
98
 
95.6%
 
17.65
 
Ralphs
Twin Peaks
 
San Diego-Carlsbad-San Marcos
 
CA
 
 
 
1999
 
1988
 
 
208
 
99.4%
 
20.25
 
Target
Valencia Crossroads
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2002
 
2003
 
 
173
 
100.0%
 
26.30
 
Whole Foods, Kohl's
Village at La Floresta
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2014
 
2014
 
 
87
 
100.0%
 
33.09
 
Whole Foods
Von's Circle Center
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
2017
 
1972
 
8,283
 
151
 
100.0%
 
19.49
 
Von's, Ross Dress for Less

22




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
West Park Plaza
 
San Jose-Sunnyvale-Santa Clara
 
CA
 
 
 
1999
 
1996
 
 
88
 
97.8%
 
18.39
 
Safeway
Westlake Village Plaza and Center
 
Oxnard-Thousand Oaks-Ventura
 
CA
 
 
 
1999
 
2015
 
 
197
 
96.6%
 
37.49
 
Von's Food & Drug and Sprouts
Willows Shopping Center
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
2017
 
2015
 
 
249
 
99.0%
 
28.18
 
--
Woodman Van Nuys
 
Los Angeles-Long Beach-Santa Ana
 
CA
 
 
 
1999
 
1992
 
 
108
 
100.0%
 
15.69
 
El Super
Woodside Central
 
San Francisco-Oakland-Fremont
 
CA
 
 
 
1999
 
1993
 
 
81
 
96.8%
 
24.25
 
(Target)
Ygnacio Plaza
 
San Francisco-Oakland-Fremont
 
CA
 
40%
 
2005
 
1968
 
26,767
 
110
 
98.5%
 
36.89
 
Sports Basement
Applewood Shopping Center
 
Denver-Aurora
 
CO
 
40%
 
2005
 
2017
 
 
355
 
93.6%
 
12.18
 
King Soopers, Wal-Mart
Arapahoe Village
 
Boulder
 
CO
 
40%
 
2005
 
1957/In Process
 
13,689
 
159
 
96.7%
 
18.30
 
Safeway
Belleview Square
 
Denver-Aurora
 
CO
 
 
 
2004
 
2013
 
 
117
 
100.0%
 
19.57
 
King Soopers
Boulevard Center
 
Denver-Aurora
 
CO
 
 
 
1999
 
1986
 
 
79
 
89.7%
 
28.73
 
(Safeway)
Buckley Square
 
Denver-Aurora
 
CO
 
 
 
1999
 
1978
 
 
116
 
98.6%
 
11.16
 
King Soopers
Centerplace of Greeley III Phase I
 
Greeley
 
CO
 
 
 
2007
 
2007
 
 
119
 
100.0%
 
11.99
 
Hobby Lobby
Cherrywood Square
 
Denver-Aurora
 
CO
 
40%
 
2005
 
1978
 
4,226
 
97
 
100.0%
 
10.85
 
King Soopers
Crossroads Commons
 
Boulder
 
CO
 
20%
 
2001
 
1986
 
16,222
 
143
 
98.7%
 
27.15
 
Whole Foods
Falcon Marketplace
 
Colorado Springs
 
CO
 
 
 
2005
 
2005
 
 
22
 
93.8%
 
22.48
 
(Wal-Mart)
Hilltop Village
 
Denver-Aurora
 
CO
 
 
 
2002
 
In Process
 
 
100
 
97.4%
 
10.55
 
King Soopers
Kent Place
 
Denver-Aurora
 
CO
 
50%
 
2011
 
2011
 
8,250
 
48
 
100.0%
 
20.64
 
King Soopers
Littleton Square
 
Denver-Aurora
 
CO
 
 
 
1999
 
2015
 
 
99
 
95.4%
 
10.21
 
King Soopers
Lloyd King Center
 
Denver-Aurora
 
CO
 
 
 
1998
 
1998
 
 
83
 
98.3%
 
12.03
 
King Soopers
Marketplace at Briargate
 
Colorado Springs
 
CO
 
 
 
2006
 
2006
 
 
29
 
100.0%
 
31.36
 
(King Soopers)
Monument Jackson Creek
 
Colorado Springs
 
CO
 
 
 
1998
 
1999
 
 
85
 
100.0%
 
11.92
 
King Soopers
Ralston Square Shopping Center
 
Denver-Aurora
 
CO
 
40%
 
2005
 
1977
 
4,226
 
83
 
97.5%
 
11.40
 
King Soopers
Shops at Quail Creek
 
Denver-Aurora
 
CO
 
 
 
2008
 
2008
 
 
38
 
85.3%
 
29.04
 
(King Soopers)
Stroh Ranch
 
Denver-Aurora
 
CO
 
 
 
1998
 
1998
 
 
93
 
98.5%
 
12.92
 
King Soopers
Woodmen Plaza
 
Colorado Springs
 
CO
 
 
 
1998
 
1998
 
 
116
 
95.3%
 
13.30
 
King Soopers
22 Crescent Road
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
-
 
 
8
 
50.0%
 
60.00
 
--
91 Danbury Road
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
1965
 
 
5
 
100.0%
 
26.32
 
--
Black Rock
 
Bridgeport-Stamford-Norwalk
 
CT
 
80%
 
2014
 
1996
 
20,000
 
98
 
97.8%
 
31.37
 
--
Brick Walk (6)
 
Bridgeport-Stamford-Norwalk
 
CT
 
80%
 
2014
 
2007
 
33,000
 
123
 
95.5%
 
45.88
 
--
Brookside Plaza
 
Hartford-West Hartford-East Hartford
 
CT
 
 
 
2017
 
2006
 
 
217
 
95.1%
 
14.87
 
ShopRite
Compo Acres Shopping Center
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2011
 
 
43
 
86.2%
 
48.28
 
Trader Joe's
Copps Hill Plaza
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2002
 
14,221
 
185
 
100.0%
 
14.17
 
Stop & Shop, Kohl's
Corbin's Corner
 
Hartford-West Hartford-East Hartford
 
CT
 
40%
 
2005
 
2015
 
38,734
 
186
 
100.0%
 
27.84
 
Trader Joe's, Toys "R" Us, Best Buy, The Tile Shop
Danbury Green
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2006
 
 
124
 
100.0%
 
23.53
 
Trader Joe's
Darinor Plaza (6)
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
1978
 
 
153
 
100.0%
 
18.80
 
Kohl's
Fairfield Center (6)
 
Bridgeport-Stamford-Norwalk
 
CT
 
80%
 
2014
 
2000
 
 
94
 
97.1%
 
34.96
 
--

23




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Post Road Plaza
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
1978
 
 
20
 
100.0%
 
52.35
 
Trader Joe's
Southbury Green
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2002
 
 
156
 
96.4%
 
22.51
 
ShopRite
The Village Center
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2010
 
13,930
 
90
 
90.8%
 
40.19
 
The Fresh Market
Walmart Norwalk
 
Bridgeport-Stamford-Norwalk
 
CT
 
 
 
2017
 
2003
 
 
142
 
100.0%
 
0.56
 
Wal-Mart
Shops at The Columbia
 
Washington-Arlington-Alexandria
 
DC
 
25%
 
2006
 
2006
 
 
23
 
85.8%
 
40.91
 
Trader Joe's
Spring Valley Shopping Center
 
Washington-Arlington-Alexandria
 
DC
 
40%
 
2005
 
1930
 
12,275
 
17
 
100.0%
 
101.56
 
--
Pike Creek
 
Philadelphia-Camden-Wilmington
 
DE
 
 
 
1998
 
2013
 
 
232
 
95.6%
 
14.67
 
Acme Markets, K-Mart
Shoppes of Graylyn
 
Philadelphia-Camden-Wilmington
 
DE
 
40%
 
2005
 
1971
 
 
64
 
90.1%
 
23.54
 
--
Alafaya Commons
 
Orlando
 
FL
 
 
 
2017
 
2015
 
 
131
 
91.3%
 
14.86
 
Academy Sports
Alafaya Village
 
Orlando
 
FL
 
 
 
2017
 
1986
 
 
38
 
90.3%
 
21.62
 
(Lucky's)
Anastasia Plaza
 
Jacksonville
 
FL
 
 
 
1993
 
1988
 
 
102
 
97.1%
 
13.40
 
Publix
Atlantic Village
 
Jacksonville
 
FL
 
 
 
2017
 
2014
 
 
105
 
97.0%
 
16.03
 
LA Fitness
Aventura Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1994
 
2017
 
 
95
 
98.9%
 
34.15
 
Publix
Aventura Square (6)
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1991
 
8,176
 
144
 
100.0%
 
30.16
 
Bed, Bath & Beyond
Banco Popular Building
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1971
 
 
33
 
64.0%
 
11.02
 
--
Berkshire Commons
 
Naples-Marco Island
 
FL
 
 
 
1994
 
1992
 
 
110
 
96.7%
 
14.07
 
Publix
Bird 107 Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1990
 
 
40
 
97.5%
 
19.91
 
--
Bird Ludlum
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1998
 
 
192
 
97.1%
 
22.86
 
Winn-Dixie
Bloomingdale Square
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
1998
 
1987
 
 
268
 
61.8%
 
13.65
 
Publix, Bealls
Bluffs Square Shoppes
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1986
 
 
124
 
93.8%
 
14.07
 
Publix
Boca Village Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2014
 
 
92
 
100.0%
 
21.87
 
Publix Greenwise
Boynton Lakes Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1997
 
2012
 
 
110
 
94.9%
 
16.29
 
Publix
Boynton Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2015
 
 
105
 
97.2%
 
21.40
 
Publix
Brooklyn Station on Riverside (fka Shoppes on Riverside)
 
Jacksonville
 
FL
 
 
 
2013
 
2013
 
 
50
 
96.7%
 
25.94
 
The Fresh Market
Caligo Crossing
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2007
 
2007
 
 
11
 
47.0%
 
50.75
 
(Kohl's)
Carriage Gate
 
Tallahassee
 
FL
 
 
 
1994
 
2013
 
 
72
 
89.1%
 
22.40
 
Trader Joe's
Cashmere Corners
 
Port St. Lucie
 
FL
 
 
 
2017
 
2016
 
 
86
 
85.9%
 
13.31
 
Wal-Mart
Charlotte Square
 
Punta Gorda
 
FL
 
 
 
2017
 
1980
 
 
91
 
73.7%
 
10.26
 
Wal-Mart
Chasewood Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1993
 
2015
 
 
151
 
99.4%
 
25.19
 
Publix
Concord Plaza Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1993
 
27,750
 
309
 
99.0%
 
12.49
 
Winn-Dixie, Home Depot
Coral Reef Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1990
 
 
74
 
100.0%
 
30.68
 
Aldi
Corkscrew Village
 
Cape Coral-Fort Myers
 
FL
 
 
 
2007
 
1997
 
 
82
 
97.0%
 
13.77
 
Publix
Country Walk Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
30%
 
2017
 
2008
 
16,000
 
101
 
93.6%
 
19.56
 
Publix
Countryside Shops
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1991/In Process
 
 
193
 
91.2%
 
17.63
 
Publix, Stein Mart
Courtyard Shopping Center
 
Jacksonville
 
FL
 
 
 
1993
 
1987
 
 
137
 
100.0%
 
3.50
 
(Publix), Target
Crossroads Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1973
 
 
82
 
98.6%
 
19.92
 
(Lowe's)

24




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Fleming Island
 
Jacksonville
 
FL
 
 
 
1998
 
2000
 
 
132
 
100.0%
 
15.53
 
Publix, (Target)
Fountain Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2013
 
2013
 
 
177
 
97.2%
 
25.80
 
Publix, (Target)
Ft. Caroline
 
Jacksonville
 
FL
 
 
 
2017
 
1995
 
 
77
 
100.0%
 
7.40
 
Winn-Dixie
Garden Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1997
 
1991
 
 
90
 
98.8%
 
17.54
 
Publix
Glengary Shoppes
 
North Port-Sarasota-Bradenton
 
FL
 
 
 
2017
 
1995
 
 
93
 
100.0%
 
21.06
 
Best Buy
Grande Oak
 
Cape Coral-Fort Myers
 
FL
 
 
 
2000
 
2000
 
 
79
 
100.0%
 
15.84
 
Publix
Greenwood Shopping Centre
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1994
 
 
133
 
94.8%
 
14.48
 
Publix
Hammocks Town Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1993
 
 
184
 
99.6%
 
16.51
 
Publix, Metro-Dade Public Library, (Kendall Ice Arena)
Hibernia Pavilion
 
Jacksonville
 
FL
 
 
 
2006
 
2006
 
 
51
 
89.6%
 
15.90
 
Publix
Homestead McDonald's
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2014
 
 
4
 
100.0%
 
27.74
 
--
John's Creek Center
 
Jacksonville
 
FL
 
20%
 
2003
 
2004
 
9,000
 
75
 
100.0%
 
15.00
 
Publix
Julington Village
 
Jacksonville
 
FL
 
20%
 
1999
 
1999
 
10,000
 
82
 
96.6%
 
15.50
 
Publix
Kirkman Shoppes
 
Orlando
 
FL
 
 
 
2017
 
2015
 
 
114
 
96.7%
 
22.87
 
LA Fitness
Lake Mary Center
 
Orlando
 
FL
 
 
 
2017
 
2015
 
 
360
 
93.9%
 
15.41
 
Academy Sports, Hobby Lobby, LA Fitness
Lantan Outparcels
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1999
 
 
17
 
100.0%
 
18.01
 
--
Magnolia Shoppes
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1998
 
 
114
 
100.0%
 
17.28
 
Regal Cinemas
Mandarin Landing
 
Jacksonville
 
FL
 
 
 
2017
 
1976
 
 
140
 
92.3%
 
17.88
 
Whole Foods
Marketplace Shopping Center
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
1995
 
2012
 
 
90
 
90.6%
 
19.68
 
LA Fitness
Millhopper Shopping Center
 
Gainesville
 
FL
 
 
 
1993
 
2017
 
 
83
 
100.0%
 
17.17
 
Publix
Naples Walk Shopping Center
 
Naples-Marco Island
 
FL
 
 
 
2007
 
1999
 
 
125
 
93.9%
 
16.34
 
Publix
Newberry Square
 
Gainesville
 
FL
 
 
 
1994
 
1986
 
 
181
 
90.9%
 
7.67
 
Publix, K-Mart
Nocatee Town Center
 
Jacksonville
 
FL
 
 
 
2007
 
2017
 
 
107
 
100.0%
 
18.94
 
Publix
Northgate Square
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
2007
 
1995
 
 
75
 
100.0%
 
14.61
 
Publix
Oakleaf Commons
 
Jacksonville
 
FL
 
 
 
2006
 
2006
 
 
74
 
96.2%
 
15.70
 
Publix
Ocala Corners (6)
 
Tallahassee
 
FL
 
 
 
2000
 
2000
 
4,389
 
87
 
98.6%
 
14.46
 
Publix
Old Kings Commons
 
Palm Coast
 
FL
 
 
 
2017
 
1988
 
 
85
 
100.0%
 
10.38
 
--
Old St Augustine Plaza
 
Jacksonville
 
FL
 
 
 
1996
 
2017
 
 
256
 
100.0%
 
9.87
 
Publix, Burlington Coat Factory, Hobby Lobby
Pablo Plaza
 
Jacksonville
 
FL
 
 
 
2017
 
2017
 
 
153
 
85.0%
 
13.77
 
--
Pavillion
 
Naples-Marco Island
 
FL
 
 
 
2017
 
2011
 
 
168
 
96.2%
 
20.71
 
LA Fitness
Pebblebrook Plaza
 
Naples-Marco Island
 
FL
 
50%
 
2000
 
2000
 
 
77
 
100.0%
 
14.99
 
Publix
Pine Island
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1999
 
 
255
 
98.3%
 
14.29
 
Publix, Burlington Coat Factory
Pine Ridge Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2013
 
 
118
 
96.6%
 
17.62
 
The Fresh Market
Pine Tree Plaza
 
Jacksonville
 
FL
 
 
 
1997
 
1999
 
 
63
 
92.9%
 
14.14
 
Publix
Pinecrest Place (6) (7)
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2017
 
 
70
 
74.6%
 
36.01
 
Whole Foods, (Target)
Plaza Venezia
 
Orlando
 
FL
 
20%
 
2016
 
2000
 
36,500
 
203
 
96.3%
 
25.95
 
Publix
Point Royale Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
In Process
 
 
202
 
97.0%
 
15.16
 
Winn-Dixie, Burlington Coat Factory

25




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Prosperity Centre
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1993
 
 
124
 
100.0%
 
21.36
 
Bed, Bath & Beyond
Regency Square
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
1993
 
2013
 
 
352
 
95.1%
 
17.04
 
AMC Theater, Michaels, (Best Buy), (Macdill)
Ryanwood Square
 
Sebastian-Vero Beach
 
FL
 
 
 
2017
 
1987
 
 
115
 
88.8%
 
11.11
 
--
Salerno Village
 
Port St. Lucie
 
FL
 
 
 
2017
 
1987
 
 
5
 
100.0%
 
16.53
 
--
Sawgrass Promenade
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1998
 
 
107
 
93.2%
 
12.49
 
Publix
Seminole Shoppes
 
Jacksonville
 
FL
 
50%
 
2009
 
In Process
 
9,152
 
87
 
90.5%
 
22.29
 
Publix
Sheridan Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1991
 
55,872
 
506
 
98.7%
 
18.23
 
Publix, Kohl's, LA Fitmess
Shoppes @ 104
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1998
 
1990
 
 
108
 
100.0%
 
17.58
 
Winn-Dixie
Shoppes at Bartram Park
 
Jacksonville
 
FL
 
50%
 
2005
 
2017
 
 
130
 
98.8%
 
19.65
 
Publix, (Kohl's)
Shoppes at Largo Mar
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1995
 
 
83
 
98.7%
 
15.35
 
Publix
Shoppes at Sunlake Centre
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
2017
 
2008
 
 
98
 
98.6%
 
20.56
 
Publix
Shoppes of Jonathan's Landing
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1997
 
 
27
 
100.0%
 
24.19
 
(Publix)
Shoppes of Oakbrook
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2003
 
5,339
 
200
 
99.4%
 
16.53
 
Publix,Stein Mart
Shoppes of Silver Lakes
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1997
 
 
127
 
96.6%
 
18.54
 
Publix
Shoppes of Sunset
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2009
 
 
22
 
74.4%
 
25.09
 
--
Shoppes of Sunset II
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2009
 
 
28
 
65.5%
 
22.71
 
--
Shops at John's Creek
 
Jacksonville
 
FL
 
 
 
2003
 
2004
 
 
15
 
100.0%
 
21.17
 
--
Shops at Skylake
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2006
 
 
287
 
92.2%
 
23.04
 
Publix, LA Fitness
South Beach Regional
 
Jacksonville
 
FL
 
 
 
2017
 
1990
 
 
308
 
98.2%
 
14.72
 
Trader Joe's, Home Depot, Stein Mart
South Point
 
Sebastian-Vero Beach
 
FL
 
 
 
2017
 
2003
 
 
65
 
95.7%
 
16.46
 
Publix
Starke (6)
 
Other
 
FL
 
 
 
2000
 
2000
 
 
13
 
100.0%
 
25.56
 
--
Summerlin Square
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
2017
 
1998
 
 
11
 
50.2%
 
21.73
 
--
Suncoast Crossing (6)
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
2007
 
2007
 
 
118
 
94.4%
 
6.42
 
Kohl's, (Target)
Tamarac Town Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1987
 
 
125
 
75.8%
 
12.75
 
Publix
The Grove
 
Orlando
 
FL
 
30%
 
2017
 
2004
 
22,500
 
152
 
100.0%
 
20.58
 
Publix, LA Fitness
The Plaza at St. Lucie West
 
Port St. Lucie
 
FL
 
 
 
2017
 
2006
 
 
27
 
100.0%
 
22.37
 
--
Town and Country
 
Orlando
 
FL
 
 
 
2017
 
1993
 
 
75
 
100.0%
 
9.49
 
Ross Dress for Less
Town Square
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
1997
 
1999
 
 
44
 
100.0%
 
30.36
 
--
Treasure Coast Plaza
 
Sebastian-Vero Beach
 
FL
 
 
 
2017
 
1983
 
3,170
 
134
 
94.7%
 
14.88
 
Publix
Unigold Shopping Center
 
Orlando
 
FL
 
 
 
2017
 
1987
 
 
114
 
70.7%
 
15.12
 
Lucky's
University Commons (6)
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2015
 
2001
 
36,994
 
180
 
100.0%
 
31.36
 
Whole Foods, Nordstrom Rack
Veranda Shoppes
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
30%
 
2017
 
2007
 
9,000
 
45
 
100.0%
 
27.82
 
Publix
Village Center
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
1995
 
2014
 
 
187
 
94.4%
 
19.85
 
Publix
Waterstone Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2005
 
 
61
 
100.0%
 
16.19
 
Publix
Welleby Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1996
 
1982
 
 
110
 
97.5%
 
13.45
 
Publix
Wellington Town Square
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
1996
 
In Process
 
 
104
 
100.0%
 
22.82
 
Publix

26




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
West Bird Plaza
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2000
 
 
100
 
100.0%
 
17.32
 
Publix
West Lake Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
2000
 
 
101
 
94.8%
 
18.37
 
Winn-Dixie
Westchase
 
Tampa-St. Petersburg-Clearwater
 
FL
 
 
 
2007
 
1998
 
6,286
 
79
 
100.0%
 
16.37
 
Publix
Westport Plaza
 
Miami-Fort Lauderdale, Miami Beach
 
FL
 
 
 
2017
 
2002
 
2,897
 
47
 
100.0%
 
20.08
 
Publix
Willa Springs
 
Orlando
 
FL
 
20%
 
2000
 
2000
 
16,700
 
90
 
100.0%
 
20.38
 
Publix
Young Circle Shopping Center
 
Miami-Fort Lauderdale-Miami Beach
 
FL
 
 
 
2017
 
1962
 
 
65
 
95.5%
 
15.58
 
Publix
Ashford Place
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1993
 
 
53
 
100.0%
 
21.26
 
--
Briarcliff La Vista
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1962
 
 
43
 
100.0%
 
20.31
 
--
Briarcliff Village (6)
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1990
 
 
190
 
98.4%
 
16.15
 
Publix
Bridgemill Market
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
2000
 
5,596
 
89
 
93.0%
 
16.50
 
Publix
Brighten Park (fka Loehmanns Plaza Georgia)
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
2016
 
 
137
 
97.1%
 
25.59
 
The Fresh Market
Buckhead Court
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1984
 
 
49
 
87.3%
 
25.44
 
--
Buckhead Station
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
1996
 
 
234
 
100.0%
 
23.99
 
Nordstrom Rack, TJ Maxx, Bed, Bath & Beyond
Cambridge Square
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1996
 
1979
 
 
71
 
100.0%
 
15.29
 
Kroger
Chastain Square
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
2001
 
 
92
 
100.0%
 
21.39
 
Publix
Cornerstone Square
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1990
 
 
80
 
100.0%
 
17.06
 
Aldi
Sope Creek Crossing (fka Delk Spectrum)
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1998
 
2016
 
 
99
 
91.9%
 
15.87
 
Publix
Dunwoody Hall
 
Atlanta-Sandy Springs-Marietta
 
GA
 
20%
 
1997
 
1986
 
13,800
 
86
 
97.5%
 
20.46
 
Publix
Dunwoody Village
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1975
 
 
121
 
95.2%
 
18.93
 
The Fresh Market
Howell Mill Village (6)
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2004
 
1984
 
 
92
 
95.2%
 
22.60
 
Publix
Paces Ferry Plaza (6)
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
In Process
 
 
82
 
96.6%
 
32.94
 
365 by Whole Foods
Piedmont Peachtree Crossing
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
1998
 
 
152
 
84.3%
 
21.26
 
Kroger
Powers Ferry Square
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
2013
 
 
101
 
100.0%
 
31.26
 
--
Powers Ferry Village
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1997
 
1994
 
 
79
 
100.0%
 
14.17
 
Publix
Russell Ridge
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
1994
 
1995
 
 
101
 
98.6%
 
13.41
 
Kroger
Sandy Springs
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2012
 
2006
 
 
116
 
89.1%
 
22.20
 
Trader Joe's
The Shops at Hampton Oaks
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
2009
 
 
21
 
53.4%
 
11.28
 
--
Williamsburg at Dunwoody
 
Atlanta-Sandy Springs-Marietta
 
GA
 
 
 
2017
 
1983
 
 
45
 
79.1%
 
24.83
 
--
Civic Center Plaza
 
Chicago-Naperville-Joliet
 
IL
 
40%
 
2005
 
1989
 
22,000
 
265
 
97.7%
 
11.21
 
Super H Mart, Home Depot
Clybourn Commons
 
Chicago-Naperville-Joliet
 
IL
 
 
 
2014
 
1999
 
 
32
 
89.9%
 
37.07
 
--
Glen Oak Plaza
 
Chicago-Naperville-Joliet
 
IL
 
 
 
2010
 
1967
 
 
63
 
92.8%
 
23.73
 
Trader Joe's
Hinsdale
 
Chicago-Naperville-Joliet
 
IL
 
 
 
1998
 
2015
 
 
179
 
94.4%
 
15.45
 
Whole Foods
Mellody Farm (7)
 
Chicago-Naperville-Joliet
 
IL
 
 
 
2017
 
2017
 
 
252
 
62.6%
 
23.25
 
Whole Foods
Riverside Sq & River's Edge
 
Chicago-Naperville-Joliet
 
IL
 
40%
 
2005
 
1986
 
14,691
 
169
 
92.9%
 
16.14
 
Mariano's Fresh Market

27




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Roscoe Square
 
Chicago-Naperville-Joliet
 
IL
 
40%
 
2005
 
2012
 
11,090
 
140
 
100.0%
 
20.92
 
Mariano's Fresh Market
Stonebrook Plaza Shopping Center
 
Chicago-Naperville-Joliet
 
IL
 
40%
 
2005
 
1984
 
7,845
 
96
 
87.7%
 
12.17
 
Jewel-Osco
Westchester Commons (fka Westbrook Commons)
 
Chicago-Naperville-Joliet
 
IL
 
 
 
2001
 
2014
 
 
139
 
94.7%
 
17.87
 
Mariano's Fresh Market
Willow Festival (6)
 
Chicago-Naperville-Joliet
 
IL
 
 
 
2010
 
2007
 
39,505
 
404
 
98.5%
 
17.75
 
Whole Foods, Lowe's
Shops on Main
 
Chicago-Naperville-Joliet
 
IN
 
93%
 
2013
 
2017
 
 
254
 
97.7%
 
15.60
 
Whole Foods
Willow Lake Shopping Center
 
Indianapolis
 
IN
 
40%
 
2005
 
1987
 
 
86
 
100.0%
 
17.45
 
(Kroger)
Willow Lake West Shopping Center
 
Indianapolis
 
IN
 
40%
 
2005
 
2001
 
10,000
 
53
 
97.6%
 
25.40
 
Trader Joe's
Ambassador Row
 
Lafayette
 
LA
 
 
 
2017
 
1991
 
 
195
 
93.5%
 
12.03
 
--
Ambassador Row Courtyards
 
Lafayette
 
LA
 
 
 
2017
 
2005
 
 
150
 
84.0%
 
9.19
 
--
Bluebonnet Village
 
Baton Rouge
 
LA
 
 
 
2017
 
1983
 
 
102
 
95.6%
 
13.47
 
Rouses Market
Elmwood Oaks Shopping Center
 
New Orleans-Metarie
 
LA
 
 
 
2017
 
1989
 
 
136
 
100.0%
 
10.21
 
Academy Sports
Siegen Village
 
Baton Rouge
 
LA
 
 
 
2017
 
1988
 
 
170
 
98.4%
 
11.05
 
--
Fellsway Plaza (6)
 
Boston-Cambridge-Quincy
 
MA
 
75%
 
2013
 
2016
 
37,500
 
155
 
100.0%
 
23.73
 
Stop & Shop
Northborough Crossing
 
Boston-Cambridge-Quincy
 
MA
 
30%
 
2017
 
2011
 
63,519
 
646
 
95.2%
 
14.06
 
Wegmans, BJ's Wholesale Club, Kohl's, Toys 'R Us, Dick's Sporting Goods
Old Connecticut Path
 
Boston-Cambridge-Quincy
 
MA
 
30%
 
2017
 
1994
 
7,841
 
80
 
100.0%
 
21.30
 
Stop & Shop
Shaw's at Plymouth
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
1993
 
 
60
 
100.0%
 
17.58
 
Shaw's
Shops at Saugus
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2006
 
2006
 
 
87
 
96.0%
 
28.71
 
Trader Joe's
Star's at Cambridge
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
1997
 
 
66
 
100.0%
 
37.44
 
Star Market
Star's at Quincy
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
1995
 
 
101
 
100.0%
 
21.48
 
Star Market
Star's at West Roxbury
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
2006
 
 
76
 
100.0%
 
24.69
 
Star Market
The Collection at Harvard Square
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
1912
 
 
41
 
89.0%
 
58.16
 
--
Twin City Plaza
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2006
 
2004
 
 
285
 
100.0%
 
18.54
 
Shaw's, Marshall's
Whole Foods at Swampscott
 
Boston-Cambridge-Quincy
 
MA
 
 
 
2017
 
2005
 
 
36
 
100.0%
 
24.95
 
Whole Foods
Burnt Mills (6)
 
Washington-Arlington-Alexandria
 
MD
 
20%
 
2013
 
2004
 
7,000
 
31
 
100.0%
 
38.69
 
Trader Joe's
Cloppers Mill Village
 
Washington-Arlington-Alexandria
 
MD
 
40%
 
2005
 
1995
 
 
137
 
99.0%
 
17.98
 
Shoppers Food Warehouse
Festival at Woodholme
 
Baltimore-Towson
 
MD
 
40%
 
2005
 
1986
 
20,412
 
81
 
95.9%
 
38.85
 
Trader Joe's
Firstfield Shopping Center
 
Washington-Arlington-Alexandria
 
MD
 
40%
 
2005
 
2014
 
 
22
 
100.0%
 
39.22
 
--
King Farm Village Center
 
Washington-Arlington-Alexandria
 
MD
 
25%
 
2004
 
2015
 
 
118
 
91.5%
 
25.68
 
Safeway
Parkville Shopping Center
 
Baltimore-Towson
 
MD
 
40%
 
2005
 
2013
 
11,324
 
165
 
92.8%
 
16.41
 
Giant Food
Southside Marketplace
 
Baltimore-Towson
 
MD
 
40%
 
2005
 
2011
 
14,076
 
125
 
96.7%
 
20.48
 
Shoppers Food Warehouse
Takoma Park
 
Washington-Arlington-Alexandria
 
MD
 
40%
 
2005
 
1960
 
 
104
 
99.2%
 
13.28
 
Shoppers Food Warehouse
Valley Centre
 
Baltimore-Towson
 
MD
 
40%
 
2005
 
1987
 
18,375
 
220
 
94.3%
 
16.10
 
Aldi, TJ Maxx
Village at Lee Airpark (6)
 
Baltimore-Towson
 
MD
 
 
 
2005
 
2014
 
 
117
 
97.9%
 
27.90
 
Giant Food, (Sunrise)
Watkins Park Plaza
 
Washington-Arlington-Alexandria
 
MD
 
40%
 
2005
 
1985
 
 
111
 
96.3%
 
25.98
 
LA Fitness
Wesstwood - Manor Care
 
Washington-Arlington-Alexandria
 
MD
 
 
 
2017
 
1976
 
 
41
 
—%
 
 
--
Westwood Shopping Center
 
Washington-Arlington-Alexandria
 
MD
 
 
 
2017
 
2001
 
 
213
 
97.1%
 
32.27
 
Giant Food

28




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Woodmoor Shopping Center
 
Washington-Arlington-Alexandria
 
MD
 
40%
 
2005
 
1954
 
6,195
 
69
 
97.5%
 
30.67
 
--
Fenton Marketplace
 
Flint
 
MI
 
 
 
1999
 
1999
 
 
97
 
98.6%
 
8.12
 
Family Farm & Home
Apple Valley Square
 
Minneapolis-St. Paul-Bloomington
 
MN
 
25%
 
2006
 
1998
 
 
185
 
99.0%
 
12.68
 
Rainbow Foods, Jo-Ann Fabrics, (Burlington Coat Factory)
Calhoun Commons
 
Minneapolis-St. Paul-Bloomington
 
MN
 
25%
 
2011
 
1999
 
1,503
 
66
 
100.0%
 
24.44
 
Whole Foods
Colonial Square
 
Minneapolis-St. Paul-Bloomington
 
MN
 
40%
 
2005
 
2014
 
9,463
 
93
 
98.6%
 
23.05
 
Lund's
Rockford Road Plaza
 
Minneapolis-St. Paul-Bloomington
 
MN
 
40%
 
2005
 
1991
 
20,000
 
204
 
100.0%
 
12.71
 
Kohl's
Rockridge Center
 
Minneapolis-St. Paul-Bloomington
 
MN
 
20%
 
2011
 
2006
 
14,500
 
125
 
93.5%
 
12.95
 
Cub Foods
Brentwood Plaza
 
St. Louis
 
MO
 
 
 
2007
 
2002
 
 
60
 
100.0%
 
10.57
 
Schnucks
Bridgeton
 
St. Louis
 
MO
 
 
 
2007
 
2005
 
 
71
 
100.0%
 
12.09
 
Schnucks, (Home Depot)
Dardenne Crossing
 
St. Louis
 
MO
 
 
 
2007
 
1996
 
 
67
 
98.1%
 
10.66
 
Schnucks
Kirkwood Commons
 
St. Louis
 
MO
 
 
 
2007
 
2000
 
9,383
 
210
 
100.0%
 
10.13
 
Wal-Mart, (Target), (Lowe's)
Cameron Village
 
Raleigh-Cary
 
NC
 
30%
 
2004
 
In Process
 
60,000
 
558
 
92.7%
 
22.42
 
Harris Teeter, The Fresh Market
Carmel Commons
 
Charlotte-Gastonia-Concord
 
NC
 
 
 
1997
 
2012
 
 
133
 
100.0%
 
20.48
 
The Fresh Market
Cochran Commons
 
Charlotte-Gastonia-Concord
 
NC
 
20%
 
2007
 
2003
 
4,979
 
66
 
95.6%
 
15.97
 
Harris Teeter
Colonnade Center
 
Raleigh-Cary
 
NC
 
 
 
2009
 
2009
 
 
58
 
100.0%
 
27.32
 
Whole Foods
Glenwood Village
 
Raleigh-Cary
 
NC
 
 
 
1997
 
1983
 
 
43
 
100.0%
 
16.20
 
Harris Teeter
Harris Crossing
 
Raleigh-Cary
 
NC
 
 
 
2007
 
2007
 
 
65
 
92.5%
 
8.18
 
Harris Teeter
Holly Park
 
Raleigh-Cary
 
NC
 
99%
 
2013
 
1969
 
 
160
 
91.5%
 
15.50
 
Trader Joe's
Lake Pine Plaza
 
Raleigh-Cary
 
NC
 
 
 
1998
 
1997
 
 
88
 
100.0%
 
12.60
 
Kroger
Midtown East (7)
 
Raleigh-Cary
 
NC
 
50%
 
2017
 
In Process
 
1,890
 
174
 
72.0%
 
15.54
 
Wegmans
Phillips Place
 
Charlotte-Gastonia-Concord
 
NC
 
50%
 
2012
 
2005
 
40,000
 
133
 
93.5%
 
33.35
 
Dean & Deluca
Providence Commons
 
Charlotte-Gastonia-Concord
 
NC
 
25%
 
2010
 
1994
 
 
74
 
100.0%
 
18.37
 
Harris Teeter
Shops at Erwin Mill (fka Erwin Square)
 
Durham-Chapel Hill
 
NC
 
55%
 
2012
 
2012
 
10,000
 
87
 
100.0%
 
17.61
 
Harris Teeter
Shoppes of Kildaire
 
Raleigh-Cary
 
NC
 
40%
 
2005
 
1986
 
20,000
 
145
 
100.0%
 
18.42
 
Trader Joe's
Southpoint Crossing
 
Durham-Chapel Hill
 
NC
 
 
 
1998
 
1998
 
 
103
 
100.0%
 
16.06
 
Kroger
Sutton Square
 
Raleigh-Cary
 
NC
 
20%
 
2006
 
1985
 
 
101
 
96.2%
 
17.69
 
The Fresh Market
Village Plaza
 
Durham-Chapel Hill
 
NC
 
20%
 
2012
 
1975
 
8,000
 
75
 
90.4%
 
17.74
 
Whole Foods
Willow Oaks
 
Charlotte-Gastonia-Concord
 
NC
 
 
 
2014
 
2014
 
 
69
 
94.9%
 
16.96
 
Publix
Woodcroft Shopping Center
 
Durham-Chapel Hill
 
NC
 
 
 
1996
 
1984
 
 
90
 
94.6%
 
12.83
 
Food Lion
Chimney Rock (6) (7)
 
New York-Northern New Jersey-Long Island
 
NJ
 
 
 
2016
 
2016
 
 
218
 
86.7%
 
34.42
 
Whole Foods, Nordstrom Rack
Haddon Commons
 
Philadelphia-Camden-Wilmington
 
NJ
 
40%
 
2005
 
1985
 
 
54
 
100.0%
 
13.73
 
Acme Markets
Plaza Square
 
New York-Northern New Jersey-Long Island
 
NJ
 
40%
 
2005
 
1990
 
13,138
 
104
 
100.0%
 
22.86
 
Shop Rite
Riverfront Plaza
 
New York-Northern New Jersey-Long Island
 
NJ
 
30%
 
2017
 
1997
 
24,000
 
129
 
95.9%
 
25.32
 
ShopRite
101 7th Avenue
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
1930
 
 
57
 
100.0%
 
79.13
 
Barney's New York

29




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
1175 Third Avenue
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
1995
 
 
25
 
100.0%
 
106.86
 
The Food Emporium
1225-1239 Second Ave
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
1987
 
 
18
 
100.0%
 
114.72
 
--
90 - 30 Metropolitan Avenue
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
2007
 
 
60
 
100.0%
 
31.41
 
Trader Joe's
Broadway Plaza (6)
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
2014
 
 
147
 
97.2%
 
38.70
 
Aldi
Clocktower Plaza Shopping Ctr (6)
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
1995
 
 
79
 
93.6%
 
48.23
 
Stop & Shop
Gallery At Westbury Plaza
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
2013
 
 
312
 
99.5%
 
47.00
 
Trader Joe's, Nordstrom Rack
The Point at Garden City Park (fka Garden City Park) (6)
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2016
 
In Process
 
 
105
 
98.8%
 
21.21
 
King Kullen
Lake Grove Commons
 
New York-Northern New Jersey-Long Island
 
NY
 
40%
 
2012
 
2008
 
30,580
 
141
 
100.0%
 
32.78
 
Whole Foods, LA Fitness
Westbury Plaza
 
New York-Northern New Jersey-Long Island
 
NY
 
 
 
2017
 
2004
 
88,000
 
394
 
100.0%
 
24.33
 
Wal-Mart, Costco, Marshalls, Total Wine and More
Cherry Grove
 
Cincinnati-Middletown
 
OH
 
 
 
1998
 
2012
 
 
196
 
100.0%
 
12.20
 
Kroger
East Pointe
 
Columbus
 
OH
 
 
 
1998
 
2014
 
 
107
 
100.0%
 
10.37
 
Kroger
Hyde Park
 
Cincinnati-Middletown
 
OH
 
 
 
1997
 
1995
 
 
397
 
99.4%
 
15.96
 
Kroger, Remke Markets
Kroger New Albany Center
 
Columbus
 
OH
 
50%
 
1999
 
1999
 
 
93
 
100.0%
 
12.56
 
Kroger
Maxtown Road (Northgate)
 
Columbus
 
OH
 
 
 
1998
 
2017
 
 
105
 
100.0%
 
9.82
 
Kroger, (Home Depot)
Red Bank Village
 
Cincinnati-Middletown
 
OH
 
 
 
2006
 
In Process
 
 
176
 
98.2%
 
7.20
 
Wal-Mart
Regency Commons
 
Cincinnati-Middletown
 
OH
 
 
 
2004
 
2004
 
 
34
 
100.0%
 
24.39
 
--
Westchester Plaza
 
Cincinnati-Middletown
 
OH
 
 
 
1998
 
1988
 
 
88
 
100.0%
 
9.91
 
Kroger
Corvallis Market Center
 
Corvallis
 
OR
 
 
 
2006
 
2006
 
 
85
 
100.0%
 
20.15
 
Trader Joe's
Greenway Town Center
 
Portland-Vancouver-Beaverton
 
OR
 
40%
 
2005
 
2014
 
11,586
 
93
 
98.4%
 
14.70
 
Whole Foods
Murrayhill Marketplace
 
Portland-Vancouver-Beaverton
 
OR
 
 
 
1999
 
2016
 
 
150
 
84.8%
 
18.25
 
Safeway
Northgate Marketplace
 
Medford
 
OR
 
 
 
2011
 
2011
 
 
81
 
100.0%
 
22.84
 
Trader Joe's
Northgate Marketplace Ph II (7)
 
Medford
 
OR
 
 
 
2015
 
2015
 
 
177
 
91.9%
 
14.96
 
 Dick's Sporting Goods
Sherwood Crossroads
 
Portland-Vancouver-Beaverton
 
OR
 
 
 
1999
 
1999
 
 
88
 
98.4%
 
11.16
 
Safeway
Tanasbourne Market (6)
 
Portland-Vancouver-Beaverton
 
OR
 
 
 
2006
 
2006
 
 
71
 
100.0%
 
27.56
 
Whole Foods
Walker Center
 
Portland-Vancouver-Beaverton
 
OR
 
 
 
1999
 
1987
 
 
90
 
100.0%
 
20.78
 
Bed Bath and Beyond
Allen Street Shopping Center
 
Allentown-Bethlehem-Easton
 
PA
 
40%
 
2005
 
1958
 
 
46
 
100.0%
 
14.67
 
Ahart's Market
City Avenue Shopping Center
 
Philadelphia-Camden-Wilmington
 
PA
 
40%
 
2005
 
1960
 
 
162
 
93.9%
 
20.42
 
Ross Dress for Less
Gateway Shopping Center
 
Philadelphia-Camden-Wilmington
 
PA
 
 
 
2004
 
2016
 
 
221
 
91.8%
 
30.17
 
Trader Joe's
Hershey (6)
 
Harrisburg-Carlisle
 
PA
 
 
 
2000
 
2000
 
 
6
 
100.0%
 
28.00
 
--
Lower Nazareth Commons
 
Allentown-Bethlehem-Easton
 
PA
 
 
 
2007
 
2012
 
 
90
 
96.0%
 
26.06
 
(Wegmans), (Target)
Mercer Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
PA
 
40%
 
2005
 
1988
 
10,657
 
91
 
100.0%
 
24.04
 
Weis Markets
Newtown Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
PA
 
40%
 
2005
 
1970
 
10,474
 
143
 
94.5%
 
17.88
 
Acme Markets

30




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Stefko Boulevard Shopping Center (6)
 
Allentown-Bethlehem-Easton
 
PA
 
40%
 
2005
 
1976
 
 
134
 
94.0%
 
7.94
 
Valley Farm Market
Warwick Square Shopping Center
 
Philadelphia-Camden-Wilmington
 
PA
 
40%
 
2005
 
1999
 
9,371
 
90
 
97.1%
 
21.06
 
Giant Food
Indigo Square (7)
 
Charleston-North Charleston
 
SC
 
 
 
2017
 
In Process
 
 
51
 
71.2%
 
27.41
 
--
Merchants Village
 
Charleston-North Charleston
 
SC
 
40%
 
1997
 
1997
 
9,000
 
80
 
100.0%
 
16.26
 
Publix
Harpeth Village Fieldstone
 
Nashville-Davidson--Murfreesboro
 
TN
 
 
 
1997
 
1998
 
 
70
 
100.0%
 
15.39
 
Publix
Northlake Village
 
Nashville-Davidson--Murfreesboro
 
TN
 
 
 
2000
 
2013
 
 
138
 
94.5%
 
13.54
 
Kroger
Peartree Village
 
Nashville-Davidson--Murfreesboro
 
TN
 
 
 
1997
 
1997
 
 
110
 
100.0%
 
19.60
 
Harris Teeter
Alden Bridge
 
Houston-Baytown-Sugar Land
 
TX
 
20%
 
2002
 
1998
 
26,000
 
139
 
100.0%
 
20.02
 
Kroger
Bethany Park Place
 
Dallas-Fort Worth-Arlington
 
TX
 
20%
 
1998
 
1998
 
10,200
 
99
 
100.0%
 
11.73
 
Kroger
CityLine Market
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
2014
 
2014
 
 
81
 
100.0%
 
26.94
 
Whole Foods
CityLine Market Phase II
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
2014
 
2015
 
 
22
 
100.0%
 
26.26
 
--
Cochran's Crossing
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2002
 
1994
 
 
138
 
94.1%
 
17.73
 
Kroger
Hancock
 
Austin-Round Rock
 
TX
 
 
 
1999
 
1998
 
 
410
 
98.8%
 
15.54
 
H.E.B., Sears
Hickory Creek Plaza
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
2006
 
2006
 
 
28
 
100.0%
 
28.66
 
(Kroger)
Hillcrest Village
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
1999
 
1991
 
 
15
 
100.0%
 
46.12
 
--
Indian Springs Center
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2002
 
2003
 
 
137
 
100.0%
 
24.05
 
H.E.B.
Keller Town Center
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
1999
 
2014
 
 
120
 
96.9%
 
15.54
 
Tom Thumb
Lebanon/Legacy Center
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
2000
 
2002
 
 
56
 
93.7%
 
24.61
 
(Wal-Mart)
Market at Preston Forest
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
1999
 
1990
 
 
96
 
100.0%
 
20.68
 
Tom Thumb
Market at Round Rock
 
Austin-Round Rock
 
TX
 
 
 
1999
 
1987
 
 
123
 
99.5%
 
18.19
 
Sprout's Markets
Market at Springwoods Village (7)
 
Houston-Baytown-Sugar Land
 
TX
 
53%
 
2016
 
2016
 
8,569
 
167
 
89.4%
 
13.91
 
Kroger
Mockingbird Common
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
1999
 
1987
 
 
120
 
100.0%
 
17.56
 
Tom Thumb
North Hills
 
Austin-Round Rock
 
TX
 
 
 
1999
 
1995
 
 
144
 
100.0%
 
23.02
 
H.E.B.
Panther Creek
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2002
 
1994
 
 
166
 
100.0%
 
22.74
 
Randall's Food
Prestonbrook
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
1998
 
1998
 
 
92
 
100.0%
 
14.18
 
Kroger
Preston Oaks (6)
 
Dallas-Fort Worth-Arlington
 
TX
 
 
 
2013
 
1991
 
 
104
 
99.5%
 
31.45
 
H.E.B. Central Market
Shiloh Springs
 
Dallas-Fort Worth-Arlington
 
TX
 
20%
 
1998
 
1998
 
 
110
 
86.0%
 
13.84
 
Kroger
Shops at Mira Vista
 
Austin-Round Rock
 
TX
 
 
 
2014
 
2002
 
234
 
68
 
100.0%
 
22.07
 
Trader Joe's
Southpark at Cinco Ranch
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2012
 
2017
 
 
265
 
100.0%
 
13.46
 
Kroger, Academy Sports
Sterling Ridge
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2002
 
2000
 
 
129
 
98.5%
 
20.52
 
Kroger
Sweetwater Plaza
 
Houston-Baytown-Sugar Land
 
TX
 
20%
 
2001
 
2000
 
10,701
 
134
 
98.9%
 
17.36
 
Kroger
Tech Ridge Center
 
Austin-Round Rock
 
TX
 
 
 
2011
 
2001
 
6,769
 
185
 
96.0%
 
23.45
 
H.E.B.
The Village at Riverstone (7)
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2016
 
2016
 
 
165
 
83.1%
 
13.04
 
Kroger
Weslayan Plaza East
 
Houston-Baytown-Sugar Land
 
TX
 
40%
 
2005
 
1969
 
 
169
 
100.0%
 
20.45
 
Berings
Weslayan Plaza West
 
Houston-Baytown-Sugar Land
 
TX
 
40%
 
2005
 
1969
 
37,096
 
186
 
97.5%
 
19.69
 
Randall's Food
Westwood Village
 
Houston-Baytown-Sugar Land
 
TX
 
 
 
2006
 
2006
 
 
187
 
98.3%
 
19.33
 
(Target)

31




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Woodway Collection
 
Houston-Baytown-Sugar Land
 
TX
 
40%
 
2005
 
2012
 
8,506
 
97
 
97.0%
 
28.41
 
Whole Foods
Ashburn Farm Market Center
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2000
 
2000
 
 
92
 
100.0%
 
26.18
 
Giant Food
Ashburn Farm Village Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1996
 
 
89
 
97.3%
 
14.18
 
Shoppers Food Warehouse
Belmont Chase
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2014
 
2014
 
 
91
 
100.0%
 
30.55
 
Whole Foods
Braemar Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
25%
 
2004
 
2004
 
10,906
 
96
 
97.9%
 
21.84
 
Safeway
Centre Ridge Marketplace
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1996
 
13,012
 
104
 
96.1%
 
11.98
 
Shoppers Food Warehouse
Culpeper Colonnade
 
Culpeper
 
VA
 
 
 
2006
 
2014
 
 
171
 
100.0%
 
17.43
 
Martin's, Dick's Sporting Goods, (Target)
Fairfax Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2007
 
1955
 
 
68
 
58.2%
 
5.78
 
--
Festival at Manchester Lakes (6)
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1990
 
22,509
 
169
 
93.9%
 
27.49
 
Shoppers Food Warehouse
Fox Mill Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
2013
 
15,629
 
103
 
100.0%
 
25.01
 
Giant Food
Gayton Crossing
 
Richmond
 
VA
 
40%
 
2005
 
1983
 
 
158
 
87.1%
 
15.73
 
(Kroger)
Greenbriar Town Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1972
 
48,785
 
340
 
96.9%
 
26.17
 
Giant Food
Hanover Village Shopping Center
 
Richmond
 
VA
 
40%
 
2005
 
1971
 
 
90
 
98.4%
 
9.04
 
Aldi
Hollymead Town Center
 
Charlottesville
 
VA
 
20%
 
2003
 
2004
 
25,000
 
154
 
94.7%
 
22.83
 
Harris Teeter, (Target)
Kamp Washington Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1960
 
 
72
 
88.7%
 
37.17
 
Earth Fare
Kings Park Shopping Center (6)
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
2015
 
13,206
 
93
 
100.0%
 
28.63
 
Giant Food
Lorton Station Marketplace
 
Washington-Arlington-Alexandria
 
VA
 
20%
 
2006
 
2005
 
9,875
 
132
 
90.5%
 
23.44
 
Shoppers Food Warehouse
Market Common Clarendon
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2016
 
2001
 
 
393
 
68.5%
 
32.94
 
Whole Foods, Crate & Barrel
Saratoga Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1977
 
10,749
 
113
 
100.0%
 
20.43
 
Giant Food
Shops at County Center
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2005
 
2005
 
 
97
 
89.6%
 
19.66
 
Harris Teeter
Shops at Stonewall
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2007
 
2017
 
 
321
 
100.0%
 
17.58
 
Wegmans, Dick's Sporting Goods
The Field at Commonwealth (7)
 
Washington-Arlington-Alexandria
 
VA
 
 
 
2017
 
2017
 
 
187
 
82.4%
 
14.43
 
Wegmans
Town Center at Sterling Shopping Center
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1980
 
 
187
 
91.0%
 
20.77
 
Giant Food
Village Center at Dulles
 
Washington-Arlington-Alexandria
 
VA
 
20%
 
2002
 
1991
 
39,989
 
301
 
91.0%
 
26.54
 
Shoppers Food Warehouse, Gold's Gym
Village Shopping Center
 
Richmond
 
VA
 
40%
 
2005
 
1948
 
15,396
 
111
 
93.8%
 
23.74
 
Martin's
Willston Centre I
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
1952
 
 
105
 
98.8%
 
26.12
 
--
Willston Centre II
 
Washington-Arlington-Alexandria
 
VA
 
40%
 
2005
 
2010
 
27,000
 
136
 
90.8%
 
25.35
 
Safeway, (Target)
Aurora Marketplace
 
Seattle-Tacoma-Bellevue
 
WA
 
40%
 
2005
 
1991
 
11,162
 
107
 
100.0%
 
16.25
 
Safeway
Broadway Market (6)
 
Seattle-Tacoma-Bellevue
 
WA
 
20%
 
2014
 
1988
 
21,500
 
140
 
98.6%
 
24.57
 
Quality Food Centers
Cascade Plaza
 
Seattle-Tacoma-Bellevue
 
WA
 
20%
 
1999
 
1999
 
13,936
 
215
 
92.6%
 
11.95
 
Safeway
Eastgate Plaza
 
Seattle-Tacoma-Bellevue
 
WA
 
40%
 
2005
 
In Process
 
9,923
 
79
 
95.3%
 
25.62
 
Albertsons
Grand Ridge
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
2012
 
In Process
 
 
331
 
99.3%
 
23.35
 
Safeway, Regal Cinemas
Inglewood Plaza
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
1999
 
1985
 
 
17
 
100.0%
 
38.49
 
--
Klahanie Shopping Center
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
2016
 
1998
 
 
67
 
98.4%
 
31.71
 
(QFC)
Overlake Fashion Plaza
 
Seattle-Tacoma-Bellevue
 
WA
 
40%
 
2005
 
1987
 
 
81
 
100.0%
 
25.11
 
(Sears)
Pine Lake Village
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
1999
 
1989
 
 
103
 
98.4%
 
23.75
 
Quality Food Centers

32




Property Name
 
(1)
CBSA
 
State
 
(2)
Owner-ship Interest
 
Year Acquired
 
Year Constructed or Last Major Renovation
 
Mortgages or Encumbrances (in 000's)
 
Gross Leasable Area
(GLA) (in 000's)
 
(3)
Percent Leased
 
(4)
Average Base Rent (Per Sq Ft)
 
(5)
Grocer(s) & Major Tenant(s) >35,000 SFT
Roosevelt Square
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
2017
 
2017
 
 
148
 
100.0%
 
22.76
 
Whole Foods
Sammamish-Highlands
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
1999
 
2013
 
 
101
 
100.0%
 
32.99
 
(Safeway)
Southcenter
 
Seattle-Tacoma-Bellevue
 
WA
 
 
 
1999
 
1990
 
 
58
 
100.0%
 
29.14
 
(Target)
Regency Centers Total
 
 
 
 
 
 
 
 
 
 
 
$2,161,823
 
53,881
 
95.5%
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) CBSA refers to Core Based Statistical Area.
(2) Represents our ownership interest in the property, if not wholly owned.
(3) Includes properties where we have not yet incurred at least 90% of the expected costs to complete and 95% occupied or the anchor has not yet been open for at least two calendar years ("development properties" or "properties in development"). If development properties are excluded, the total percentage leased would be 96.0% for our Combined Portfolio of shopping centers.
(4) Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.
(5) Retailers in parenthesis are shadow anchors at our centers. We have no ownership or leasehold interest in their space, which is within or adjacent to our property.
(6) The ground underlying the building and improvements are not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.
(7) Property in development.


33



Item 3. Legal Proceedings
We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor to our knowledge is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures
None.


PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2017 and 2016.
 
 
2017
 
2016
Quarter Ended
 
High Price
 
Low Price
 
Cash Dividends Declared
 
High Price
 
Low Price
 
Cash Dividends Declared
March 31
 
$
72.05

 
61.90

 
0.51

 
$
77.17

 
66.05

 
0.50

June 30
 
69.07

 
58.63

 
0.53

 
83.73

 
72.35

 
0.50

September 30
 
67.67

 
60.80

 
0.53

 
85.35

 
75.76

 
0.50

December 31
 
70.64

 
61.19

 
0.53

 
77.25

 
65.16

 
0.50

We have determined that the dividends paid during 2017 and 2016 on our common stock qualify for the following tax treatment:
 
 
Total Distribution per Share
 
Ordinary Dividends
 
Total Capital Gain Distributions
 
Nontaxable Distributions
 
Unrecapt Sec 1250 Gain
2017
 
$
2.10

 
1.81

 
0.21

 
0.08

 
0.02

2016
 
2.00

 
1.06

 
0.16

 
0.78

 
0.16

As of February 9, 2018, there were 65,170 holders of common equity.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.
Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.
On February 7, 2018, our board of directors (the "Board") authorized a share repurchase program for up to $250 million of shares of our common stock. The share repurchase program authorizes us to purchase from time to time our outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired.  The program is scheduled to expire on February 6, 2020. The timing of share purchases under this new program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.

34



There were no unregistered sales of equity securities during the quarter ended December 31, 2017.
The following table represents information with respect to purchases by the Parent Company of its common stock
during the months in the three month period ended December 31, 2017:

Period
 
Total number of shares purchased (1)
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs
 
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs
October 1, 2017, through October 31, 2017
 
61
 
$
64.31

 
 
November 1, 2017, through November 30, 2017
 
 
$

 
 
December 1, 2017, through December 31, 2017
 
 
$

 
 
 
 
 
 
 
 
 
 
 
(1) Represents shares delivered in payment of withholding taxes in connection with option exercises or restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.

35



The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index, the FTSE NAREIT Equity REIT Index, and the FTSE NAREIT Equity Shopping Centers index since December 31, 2012. The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.

https://cdn.kscope.io/599d9995ddd08f5d0f363ff12a64cce3-performancegrapha01.jpg
 
 
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
 
 
 
 
 
 
 
 
Regency Centers Corporation
 
$
100.00

101.81

145.11

159.66

166.00

171.96

S&P 500
 
100.00

132.39

150.51

152.59

170.84

208.14

FTSE NAREIT Equity REITs
 
100.00

102.47

133.35

137.61

149.33

157.14

FTSE NAREIT Equity Shopping Centers
 
100.00

104.99

136.45

142.89

148.14

131.31



36



Item 6. Selected Financial Data
The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31, 2017 (in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges). This historical Selected Financial Data has been derived from the audited consolidated financial statements. This information should be read in conjunction with the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.
Parent Company
(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)
 
 
2017
(1) 
2016
 
2015
 
2014
 
2013
Operating data:
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
984,326

 
614,371

 
569,763

 
537,898

 
489,007

Operating expenses
 
744,763

(2) 
403,152

(2) 
365,098

 
353,348

 
324,687

Total other expense (income)
 
141,093

 
148,066

(3) 
110,236

 
83,046

 
111,741

Income from operations before equity in income of investments in real estate partnerships and income taxes
 
98,470

 
63,153

 
94,429

 
101,504

 
52,579

Equity in income of investments in real estate partnerships
 
43,341

 
56,518

 
22,508

 
31,270

 
31,718

Deferred income tax (benefit) of taxable REIT subsidiary
 
(9,737
)
 

 

 
(996
)
 

Income from continuing operations
 
151,548

 
119,671

 
116,937

 
133,770

 
84,297

Income (loss) from discontinued operations (4)
 

 

 

 

 
65,285

Gain on sale of real estate, net of tax
 
27,432

 
47,321

 
35,606

 
55,077

 
1,703

Net income
 
178,980

 
166,992

 
152,543

 
188,847

 
151,285

Income attributable to noncontrolling interests
 
(2,903
)
 
(2,070
)
 
(2,487
)
 
(1,457
)
 
(1,481
)
Net income attributable to the Company
 
176,077

 
164,922

 
150,056

 
187,390

 
149,804

Preferred stock dividends and issuance costs
 
(16,128
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
Net income attributable to common stockholders
 
$
159,949

 
143,860

 
128,994

 
166,328

 
128,742

 
 
 
 
 
 
 
 
 
 
 
NAREIT FFO (5)
 
494,843

 
277,301

 
276,515

 
269,149

 
240,621

Core FFO (5)
 
592,137

 
333,957

 
288,872

 
261,506

 
241,619

Income per common share - diluted (note 13)
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.00

 
1.42

 
1.36

 
1.80

 
0.69

Discontinued operations (4)
 

 

 

 

 
0.71

Net income attributable to common stockholders
 
$
1.00

 
1.42

 
1.36

 
1.80

 
1.40

Other information:
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
471,146

 
297,360

(7) 
285,543

(7) 
277,742

 
250,731

Net cash (used in) investing activities
 
(1,007,980
)
 
(409,671
)
 
(139,346
)
 
(210,290
)
 
(9,817
)
Net cash provided by (used in) financing activities
 
568,948

 
88,711

(7) 
(223,117
)
(7) 
(34,360
)
 
(182,579
)
Dividends paid to common stockholders and unit holders
 
323,285

 
201,336

 
181,691

 
172,900

 
168,095

Common dividends declared per share
 
2.10

 
2.00

 
1.94

 
1.88

 
1.85

Common stock outstanding including exchangeable operating partnership units
 
171,715

 
104,651

 
97,367

 
94,262

 
92,499

Ratio of earnings to fixed charges (6)
 
2.2

 
2.6

 
2.5

 
2.6

 
1.8

Ratio of earnings to combined fixed charges and preference dividends (6)
 
2.1

 
2.1

 
2.1

 
2.2

 
1.5

 
 
 
 
 
 
 
 
 
 
 
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
Real estate investments before accumulated depreciation
 
$
11,279,125

 
5,230,198

 
4,852,106

 
4,743,053

 
4,385,380

Total assets
 
11,145,717

 
4,488,906

 
4,182,881

 
4,197,170

 
3,913,516

Total debt
 
3,594,977

 
1,642,420

 
1,864,285

 
2,021,357

 
1,854,697

Total liabilities
 
4,412,663

 
1,864,404

 
2,100,261

 
2,260,688

 
2,052,382

Total stockholders’ equity
 
6,692,052

 
2,591,301

 
2,054,109

 
1,906,592

 
1,843,354

Total noncontrolling interests
 
41,002

 
33,201

 
28,511

 
29,890

 
17,780

 
 
 
 
 
 
 
 
 
 
 
(1) 2017 reflects the results of our merger with Equity One on March 1, 2017.
(2) During the years ended December 31, 2017 and 2016, the Company recognized $80.7 million and $6.5 million, respectively, of merger and integration related costs within Operating expenses associated with the Equity One merger, which was effective on March 1, 2017.

37



(3) During the year ended December 31, 2016, the Company recognized a $40.6 million charge to settle $220 million of forward starting interest rate swaps related to new debt previously expected to be issued in 2017. As a result of its July 2016 equity offering and the early redemption of the $300 million notes in August 2016, the Company believed that the issuance of new fixed rate debt within the remaining period of the forward starting swaps was probable to no longer occur. Accordingly, the Company ceased hedge accounting and reclassified the $40.6 million paid to settle the forward starting swaps from Accumulated other comprehensive loss to earnings.
(4) On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.
(5) See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.
(6) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preference dividends.
(7) In January 2017, the Company adopted ASU 2016-09, Improvements to Share-Based Payment Accounting, resulting in the reclassification of previously reported employee tax withholdings from Net cash provided by operating activities to Net cash provided by (used in) financing activities. See note 1 for further discussion.

38



Operating Partnership
(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)
 
 
2017
(1) 
2016
 
2015
 
2014
 
2013
Operating data:
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
984,326

 
614,371

 
569,763

 
537,898

 
489,007

Operating expenses
 
744,763

(2) 
403,152

(2) 
365,098

 
353,348

 
324,687

Total other expense (income)
 
141,093

 
148,066

(3) 
110,236

 
83,046

 
111,741

Income from operations before equity in income of investments in real estate partnerships and income taxes
 
98,470

 
63,153

 
94,429

 
101,504

 
52,579

Equity in income of investments in real estate partnerships
 
43,341

 
56,518

 
22,508

 
31,270

 
31,718

Deferred income tax (benefit) of taxable REIT subsidiary
 
(9,737
)
 

 

 
(996
)
 

Income from continuing operations
 
151,548

 
119,671

 
116,937

 
133,770

 
84,297

Income (loss) from discontinued operations (4)
 

 

 

 

 
65,285

Gain on sale of real estate, net of tax
 
27,432

 
47,321

 
35,606

 
55,077

 
1,703

Net income
 
178,980

 
166,992

 
152,543

 
188,847

 
151,285

Income attributable to noncontrolling interests
 
(2,515
)
 
(1,813
)
 
(2,247
)
 
(1,138
)
 
(1,205
)
Net income attributable to the Partnership
 
176,465

 
165,179

 
150,296

 
187,709

 
150,080

Preferred unit distributions and issuance costs
 
(16,128
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
Net income attributable to common unit holders
 
$
160,337

 
144,117

 
129,234

 
166,647

 
129,018

 
 
 
 
 
 
 
 
 
 
 
NAREIT FFO (5)
 
494,843

 
277,301

 
276,515

 
269,149

 
240,621

Core FFO (5)
 
592,137

 
333,957

 
288,872

 
261,506

 
241,619

Income per common unit - diluted (note 13):
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.00

 
1.42

 
1.36

 
1.80

 
0.69

Discontinued operations (4)
 

 

 

 

 
0.71

Net income attributable to common unit holders
 
$
1.00

 
1.42

 
1.36

 
1.80

 
1.40

 
 
 
 
 
 
 
 
 
 
 
Other information:
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
471,146

 
297,360

(7) 
285,543

(7) 
277,742

 
250,731

Net cash (used in) investing activities
 
(1,007,980
)
 
(409,671
)
 
(139,346
)
 
(210,290
)
 
(9,817
)
Net cash provided by (used in) financing activities
 
568,948

 
88,711

(7) 
(223,117
)
(7) 
(34,360
)
 
(182,579
)
Distributions paid on common units
 
323,285

 
201,336

 
181,691

 
172,900

 
168,095

Ratio of earnings to fixed charges (6)
 
2.2

 
2.6

 
2.5

 
2.6

 
1.8

Ratio of combined fixed charges and preference dividends to earnings (6)
 
2.1

 
2.1

 
2.1

 
2.2

 
1.5

 
 
 
 
 
 
 
 
 
 
 
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
Real estate investments before accumulated depreciation
 
$
11,279,125

 
5,230,198

 
4,852,106

 
4,743,053

 
4,385,380

Total assets
 
11,145,717

 
4,488,906

 
4,182,881

 
4,197,170

 
3,913,516

Total debt
 
3,594,977

 
1,642,420

 
1,864,285

 
2,021,357

 
1,854,697

Total liabilities
 
4,412,663

 
1,864,404

 
2,100,261

 
2,260,688

 
2,052,382

Total partners’ capital
 
6,702,959

 
2,589,334

 
2,052,134

 
1,904,678

 
1,841,928

Total noncontrolling interests
 
30,095

 
35,168

 
30,486

 
31,804

 
19,206

 
 
 
 
 
 
 
 
 
 
 
(1) 2017 reflects the results of our merger with Equity One on March 1, 2017.
(2) During the years ended December 31, 2017 and 2016, the Operating Partnership recognized $80.7 million and $6.5 million, respectively, of merger and integration related costs within Operating expenses associated with the Equity One merger, which was effective on March 1, 2017.
(3) During the year ended December 31, 2016, the Operating Partnership recognized a $40.6 million charge to settle $220 million of forward starting interest rate swaps related to new debt previously expected to be issued in 2017. As a result of its July 2016 equity offering and the early redemption of the $300 million notes in August 2016, the Operating Partnership believed that the issuance of new fixed rate debt within the remaining period of the forward starting swaps was probable to no longer occur. Accordingly, the Operating Partnership ceased hedge accounting and reclassified the $40.6 million paid to settle the forward starting swaps from Accumulated other comprehensive loss to earnings.
(4) On January 1, 2014, the Operating Partnership prospectively adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.
(5) See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.

39



(6) See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preference dividends.
(7) In January 2017, the Company adopted ASU 2016-09, Improvements to Share-Based Payment Accounting, which resulted in the reclassification of previously reported employee tax withholdings from Net cash provided by operating activities to Net cash provided by (used in) financing activities. See note 1 for further discussion.


40



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

Executing on our Strategy
During the year ended 2017, we completed the merger with Equity One on March 1, 2017 and acquired 121 properties representing 16.0 million SF of GLA for $5.2 billion, further enhancing the quality of our operating portfolio of retail shopping centers. The consolidated net assets and results of operations of Equity One are included in the consolidated financial statements from the closing date, March 1, 2017.
We had Net income attributable to common stockholders of $159.9 million, net of $80.7 million of merger costs, as compared to $143.9 million of Net income attributable to common stockholders during the year ended December 31, 2016.
We sustained superior same property NOI growth compared to the average of our shopping center peers:
We achieved pro-rata same property NOI growth, excluding termination fees, of 3.6%.
We executed 1,849 leasing transactions representing 6.3 million pro-rata SF of new and renewal leasing, with trailing twelve month rent spreads of 7.8% on comparable retail operating property spaces.
At December 31, 2017, our total property portfolio was 95.5% leased, while our same property portfolio was 96.3% leased.
We developed and redeveloped high quality shopping centers at attractive returns on investment:
We started five new developments representing a total investment of $197.5 million upon completion, with projected weighted average returns on investment of 7.3%.
Including these new projects, a total of 23 properties were in the process of development or redevelopment at December 31, 2017, representing a pro-rata investment upon completion of $543.8 million.
We maintained a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities:
In January 2017, we issued $300.0 million of 4.4% senior unsecured notes due February 1, 2047, the proceeds of which were used to redeem all of the $250.0 million 6.625% Series 6 preferred stock and reduce the balance of our unsecured line of credit (the "Line").
On March 1, 2017 in conjunction with the merger with Equity One, we increased the commitment amount of our line to $1.0 billion.
In June 2017, we issued an additional $125.0 million of 4.4% senior unsecured notes due February 1, 2047, the proceeds of which were used to redeem the $75.0 million of 6.0% Series 7 preferred stock on August 23, 2017, and to reduce the Line balance.
Also in June 2017, the Company issued an additional $175.0 million of 3.6% senior unsecured public notes due in 2027, with proceeds used to retire $112.0 million of mortgage loans with interest rates ranging from 7.0% to 7.8% on various properties, and to reduce the Line balance.
At December 31, 2017, our annualized net debt-to-adjusted EBITDA ratio on a pro-rata basis was 5.4x.

Leasing Activity and Significant Tenants
We believe our high-quality, grocery anchored shopping centers located in densely populated, desirable infill trade areas create attractive spaces for retail tenants.
Pro-rata Occupancy
The following table summarizes pro-rata occupancy rates of our combined Consolidated and Unconsolidated shopping center portfolio:

41



 
 
December 31, 2017
 
December 31, 2016
% Leased – Operating
 
96.2%
 
96.0%
Anchor space
 
98.3%
 
97.8%
Shop space
 
92.5%
 
93.1%
The decline in shop space percent leased is due to the merger with Equity One, which had lower shop space occupancy than Regency.
Pro-rata Leasing Activity
The following table summarizes leasing activity, including our pro-rata share of activity within the portfolio of our co-investment partnerships:
Year ended December 31, 2017
 
 
Leasing Transactions (1)(3)
 
SF (in thousands)
 
Base Rent PSF (2)
 
Tenant Improvements PSF (2)
 
Leasing Commissions PSF (2)
Anchor Leases
 
 
 
 
 
 
 
 
 
 
New
 
39
 
895
 
$
17.34

 
$
9.71

 
$
4.92

Renewal
 
87
 
2,465
 
14.47

 

 
0.46

Total Anchor Leases
 
126
 
3,360
 
$
15.24

 
$
2.59

 
$
1.65

Shop Space
 
 
 
 
 
 
 
 
 
 
New
 
548
 
952
 
$
32.45

 
$
12.06

 
$
13.17

Renewal
 
1,175
 
2,005
 
31.31

 
1.02

 
2.40

Total Shop Space Leases
 
1,723
 
2,957
 
$
31.68

 
$
4.57

 
$
5.87

Total Leases
 
1,849
 
6,317
 
$
22.93

 
$
3.52

 
$
3.62

 
 
 
 
 
 
 
 
 
 
 
(1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.
 
(2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average PSF.
 
(3) For the period ending December 31, 2017, amounts include leasing activity of properties acquired from Equity One beginning March 1, 2017.
 
Year ended December 31, 2016
 
 
Leasing Transactions (1)
 
SF (in thousands)
 
Base Rent PSF (2)
 
Tenant Improvements PSF (2)
 
Leasing Commissions PSF (2)
Anchor Leases
 
 
 
 
 
 
 
 
 
 
New
 
22
 
729
 
$
16.99

 
$
7.95

 
$
2.42

Renewal
 
84
 
1,610
 
14.00

 
0.50

 
0.54

Total Anchor Leases (1)
 
106
 
2,339
 
$
14.94

 
$
2.83

 
$
1.13

Shop Space
 
 
 
 
 
 
 
 
 
 
New
 
443
 
774
 
$
30.56

 
$
12.29

 
$
14.01

Renewal
 
987
 
1,502
 
31.16

 
1.26

 
3.87

Total Shop Space Leases (1)
 
1,430
 
2,276
 
$
30.95

 
$
5.01

 
$
7.32

Total Leases
 
1,536
 
4,615
 
$
22.84

 
$
3.90

 
$
4.18

 
 
 
 
 
 
 
 
 
 
 
(1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.
 
(2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average PSF.
 
Total average pro-rata base rent on signed shop space leases during 2017 was $31.68 PSF and approximates the pro-rata average annual base rent of all shop space leases due to expire during the next twelve months of $31.72 PSF.

42



Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification and by avoiding dependence on any single property, market, or tenant. The following table summarizes our most significant tenants, based on their percentage of annualized base rent:
 
 
December 31, 2017
Anchor
 
Number of
Stores
 
Percentage of
Company-
owned GLA (1)
 
Percentage of
Annualized
Base Rent (1) 
Publix
 
69
 
6.2%
 
3.1%
Kroger
 
58
 
6.5%
 
3.1%
Albertsons/Safeway
 
46
 
4.0%
 
2.9%
TJX Companies
 
58
 
3.2%
 
2.4%
Whole Foods
 
27
 
2.2%
 
2.3%
 
 
 
 
 
 
 
(1) Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors.
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring retail trends, consumer preferences, customer shopping behaviors, changes in retail delivery methods, and changing demographics in order to anticipate the challenges and opportunities impacting the retail industry. A greater shift to e-commerce, large-scale retail business failures, unemployment, and tight credit markets could negatively impact consumer spending and have an adverse effect on our results of operations. We seek to mitigate these potential impacts through tenant diversification, re-tenanting weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive foot traffic, and maintaining a presence in affluent suburbs and dense infill trade areas. As a result of our research and findings, we may reduce new leasing, suspend leasing, or curtail allowances for construction of leasehold improvements within a certain retail category or to a specific retailer in order to reduce our risk from bankruptcies and store closings.
We closely monitor the operating performance and rent collections of tenants in our shopping centers as well as those retailers experiencing significant changes to their business models as a result of reduced customer traffic in their stores and increased competition from e-commerce sales. Retailers who are unable to withstand these and other business pressures may file for bankruptcy. Although base rent is supported by long-term lease contracts, tenants who file bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to release the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. Tenants who have filed for bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.3% of our annual base rent on a pro-rata basis.


43



Results from Operations
Comparison of the years ended December 31, 2017 and 2016:
Results from operations for the twelve months ended December 31, 2017 reflect the results of our merger with Equity One on March 1, 2017.
Our total revenues increased as summarized in the following table:
(in thousands)
 
2017
 
2016
 
Change
Minimum rent
 
$
728,078

 
444,305

 
283,773

Percentage rent
 
6,635

 
4,128

 
2,507

Recoveries from tenants
 
206,675

 
127,677

 
78,998

Other income
 
16,780

 
12,934

 
3,846

Management, transaction, and other fees
 
26,158

 
25,327

 
831

Total revenues
 
$
984,326

 
614,371

 
369,955

Minimum rent changed as follows:
$7.2 million increase from development properties;
$5.2 million increase from acquisitions of operating properties;
$15.1 million increase at same properties reflecting an increase from rental rate growth on new and renewal leases, contractual rent steps, and our redevelopment properties; and
$261.4 million increase from properties acquired through the Equity One merger;
reduced by $5.2 million from the sale of operating properties.    
Percentage rent increased $2.5 million primarily as a result of properties acquired through the Equity One merger.
Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:
$1.7 million increase from rent commencing at development properties;
$1.9 million increase from acquisitions of operating properties;
$8.4 million increase from same properties associated with higher recoverable costs and an improvement in recovery rates; and
$68.6 million increase from properties acquired through the Equity One merger;
reduced by $1.7 million from the sale of operating properties.
Other income, which consists of incidental income earned at our centers, increased $3.8 million as follows:
$354,000 increase from development properties;
$1.0 million from acquisitions of operating properties; and
$3.9 million from properties acquired through the Equity One merger;
reduced by $1.4 million in same properties primarily due to other fee income in 2016.

44



Changes in our operating expenses are summarized in the following table:
(in thousands)
 
2017
 
2016
 
Change
Depreciation and amortization
 
$
334,201

 
162,327

 
171,874

Operating and maintenance
 
143,990

 
95,022

 
48,968

General and administrative
 
67,624

 
65,327

 
2,297

Real estate taxes
 
109,723

 
66,395

 
43,328

Other operating expenses
 
89,225

 
14,081

 
75,144

Total operating expenses
 
$
744,763

 
403,152

 
341,611

Depreciation and amortization costs changed as follows:
$2.8 million increase as we began depreciating costs at development properties where tenant spaces were completed and became available for occupancy;
$2.7 million increase from acquisitions of operating properties and corporate assets;
$2.2 million increase at same properties, attributable primarily to redevelopments; and
$165.9 million increase from properties acquired through the Equity One merger;
reduced by $1.8 million from the sale of operating properties.
Operating and maintenance costs changed as follows:
$1.4 million increase from operations commencing at development properties;
$1.5 million increase from acquisitions of operating properties;
$1.0 million net increase from claims losses within the company's wholly-owned captive insurance program;
$1.0 million increase at same properties primarily attributable to recoverable costs; and
$45.3 million increase from properties acquired through the Equity One merger;
reduced by $1.2 million from the sale of operating properties.
General and administrative changed increased as follows:
$2.2 million increase in the value of participant obligations within the deferred compensation plan, and
$4.6 million increase primarily in compensation costs related to additional staffing as a result of the Equity One merger, and additional incentive compensation;
reduced by $4.5 million primarily from greater development overhead capitalization based on the progress and size of current development and redevelopment projects.
Real estate taxes changed as follows:
$782,000 increase from development properties where capitalization ceased as tenant spaces became available for occupancy;
$1.3 million increase from acquisitions of operating properties;
$3.6 million increase at same properties from increased tax assessments; and
$38.6 million increase from properties acquired through the Equity One merger;
reduced by $1.0 million from sold properties.
Other operating expenses increased as follows:
$1.8 million increase in corporate expenses due to an increase in franchise taxes; and
$79.4 million increase primarily attributable to transaction costs related to the Equity One merger in March 2017;

45



The following table presents the components of other expense (income):
(in thousands)
 
2017
 
2016
 
Change
Interest expense, net
 
 
 
 
 
 
Interest on notes payable
 
$
119,301

 
81,330

 
37,971

Interest on unsecured credit facilities
 
14,677

 
5,635

 
9,042

Capitalized interest
 
(7,946
)
 
(3,481
)
 
(4,465
)
Hedge expense
 
8,408

 
8,408

 

Interest income
 
(1,811
)
 
(1,180
)
 
(631
)
Interest expense, net
 
132,629

 
90,712

 
41,917

Provision for impairment
 

 
4,200

 
(4,200
)
Early extinguishment of debt
 
12,449

 
14,240

 
(1,791
)
Net investment income
 
(3,985
)
 
(1,672
)
 
(2,313
)
Loss on derivative instruments
 

 
40,586

 
(40,586
)
Total other expense (income)
 
$
141,093

 
148,066

 
(6,973
)
The $41.9 million net increase in total interest expense is due to:
$38.0 million increase in interest on notes payable due to:
$26.0 million of additional interest on notes payable assumed with the Equity One merger; and
$29.7 million increase in interest attributable to the issuance of $950 million of new unsecured debt;
offset by $6.9 million decrease in mortgage interest expense primarily due to the payoff of nine mortgages loans; and
$10.8 million decrease due to the early redemption of our $300 million notes in the third quarter of 2016;
$9.0 million increase in interest on unsecured credit facilities related to higher average balances including, a new $300 million term loan which closed on March 1, 2017;
offset by $4.5 million decrease from higher capitalization of interest based on the size and progress of development and redevelopment projects in process.
We did not recognize any impairments during 2017. During 2016, we recognized $4.2 million of impairment losses on two operating properties and two land parcels, all of which have since been sold.
During 2017, we repaid nine mortgages with a portion of the proceeds from our unsecured public debt offering in June 2017, and recognized $12.4 million of debt extinguishment costs. In 2016, we recognized a $14.2 million charge in connection with the early redemption of the $300 million unsecured notes.
Net investment income increased $2.3 million, driven by realized and unrealized gains on investments held within the non-qualified deferred compensation plan.
During 2016, we recognized a $40.6 million charge to settle $220 million of forward starting interest rate swaps related to new debt previously expected to be issued in 2017.

46



Our equity in income of investments in real estate partnerships decreased as follows:
(in thousands)
 
Regency's Ownership
 
2017
 
2016
 
Change
GRI - Regency, LLC (GRIR)
 
40.00%
 
$
27,440

 
29,791

 
(2,351
)
Equity One JV Portfolio LLC (NYC)
 
30.00%
 
686

 

 
686

Columbia Regency Retail Partners, LLC (Columbia I)
 
20.00%
 
3,620

 
4,180

 
(560
)
Columbia Regency Partners II, LLC (Columbia II)
 
20.00%
 
1,530

 
3,240

 
(1,710
)
Cameron Village, LLC (Cameron)
 
30.00%
 
850

 
695

 
155

RegCal, LLC (RegCal)
 
25.00%
 
1,403

 
1,080

 
323

US Regency Retail I, LLC (USAA)
 
20.01%
 
4,456

 
1,180

 
3,276

Other investments in real estate partnerships
 
50.00%
 
3,356

 
16,352

 
(12,996
)
Total Equity in income of investments in real estate partnerships
$
43,341

 
56,518

 
(13,177
)
The $13.2 million decrease in our Total Equity in income in investments in real estate partnerships is largely attributed to:
$2.4 million decrease within GRIR driven by gains on sale of real estate that were recognized in 2016, offset by lower depreciation expense in 2017 related to assets that became fully depreciated in 2016;
$1.7 million decrease within Columbia II due to gains on sale of real estate that were recognized in 2016;
$3.3 million increase within USAA due to gains on sale of real estate recognized in 2017; and
$13.0 million decrease within Other investments in real estate partnerships due to our pro-rata share of gains on sale of real estate recognized in these partnerships in 2016.
The following represents the remaining components that comprise net income attributable to the common stockholders and unit holders:
(in thousands)
 
2017
 
2016
 
Change
Income from operations before income taxes
 
$
141,811

 
119,671

 
22,140

Deferred income tax benefit
 
9,737

 

 
9,737

Gain on sale of real estate, net of tax
 
27,432

 
47,321

 
(19,889
)
Income attributable to noncontrolling interests
 
(2,903
)
 
(2,070
)
 
(833
)
Preferred stock dividends and issuance costs
 
(16,128
)
 
(21,062
)
 
4,934

Net income attributable to common stockholders
 
$
159,949

 
143,860

 
16,089

Net income attributable to exchangeable operating partnership units
388

 
257

 
131

Net income attributable to common unit holders
 
$
160,337

 
144,117

 
16,220

The $9.7 million income tax benefit during 2017 was primarily due to revaluing the net deferred tax liability at a TRS entity acquired through the Equity One merger, as a result of the change in corporate tax rates from the 2017 Tax Cuts and Jobs Act.
During 2017, we sold six operating properties and nine land parcels resulting in gains of $27.4 million, compared to gains of $47.3 million from the sale of eleven operating properties and sixteen land parcels during 2016.
During 2017, we redeemed both our Series 6 and Series 7 preferred stock, resulting in a decrease to preferred stock dividends, offset by a charge upon writing off issuance costs.


47



Comparison of the years ended December 31, 2016 and 2015:
Our total revenues increased as summarized in the following table:
(in thousands)
 
2016
 
2015
 
Change
Minimum rent
 
$
444,305

 
415,155

 
29,150

Percentage rent
 
4,128

 
3,750

 
378

Recoveries from tenants
 
127,677

 
116,120

 
11,557

Other income
 
12,934

 
9,175

 
3,759

Management, transaction, and other fees
 
25,327

 
25,563

 
(236
)
Total revenues
 
$
614,371

 
569,763

 
44,608

Minimum rent changed as follows:
$11.9 million increase from rent commencing at development properties;
$15.3 million increase from acquisitions of operating properties; and
$7.9 million increase at same properties, reflecting a $9.7 million increase from redevelopments and rental rate growth on new and renewal leases, offset by a $1.8 million charge to straight line rent primarily attributable to expected early terminations;
reduced by $5.9 million from the sale of operating properties.
Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants changed as follows:
$3.9 million increase from rent commencing at development properties;
$4.2 million increase from acquisitions of operating properties; and
$5.6 million increase from same properties associated with higher recoverable costs;
reduced by $2.1 million from the sale of operating properties.
Other income, which consists of incidental income earned at our centers, increased $3.8 million as follows:
$2.3 million in same properties primarily as a result of lease termination and easement fees; and
$1.5 million in parking income related to the acquisition of Market Common Clarendon.
Changes in our operating expenses are summarized in the following table:
(in thousands)
 
2016
 
2015
 
Change
Depreciation and amortization
 
$
162,327

 
146,829

 
15,498

Operating and maintenance
 
95,022

 
82,978

 
12,044

General and administrative
 
65,327

 
65,600

 
(273
)
Real estate taxes
 
66,395

 
61,855

 
4,540

Other operating expenses
 
14,081

 
7,836

 
6,245

Total operating expenses
 
$
403,152

 
365,098

 
38,054

Depreciation and amortization costs changed as follows:
$4.8 million increase as we began depreciating costs at development properties where tenant spaces were completed and became available for occupancy;
$8.8 million increase from acquisitions of operating properties; and
$5.8 million increase at same properties, attributable to recent capital improvements and redevelopments;
reduced by $3.9 million from the sale of operating properties and other corporate asset disposals.

48



Operating and maintenance costs changed as follows:
$2.6 million increase from operations commencing at development properties;
$6.2 million increase from acquisitions of operating properties; and
$4.8 million increase at same properties primarily attributable to recoverable costs;
reduced by $1.6 million from the sale of operating properties.
Real estate taxes changed as follows:
$1.6 million increase from development properties where capitalization ceased as tenant spaces became available for occupancy;
$2.8 million increase from acquisitions of operating properties; and
$1.4 million increase at same properties from increased tax assessments;
reduced by $1.3 million from sold properties.
Other operating expenses increased $6.2 million primarily due to costs incurred from 2016 acquisition activities, including costs associated with the merger with Equity One, Inc.
The following table presents the components of other expense (income):
(in thousands)
 
2016
 
2015
 
Change
Interest expense, net
 
 
 
 
 
 
Interest on notes payable
 
$
81,330

 
98,485

 
(17,155
)
Interest on unsecured credit facilities
 
5,635

 
3,566

 
2,069

Capitalized interest
 
(3,481
)
 
(6,739
)
 
3,258

Hedge expense
 
8,408

 
8,900

 
(492
)
Interest income
 
(1,180
)
 
(1,590
)
 
410

Interest expense, net
 
$
90,712

 
102,622

 
(11,910
)
Provision for impairment
 
4,200

 

 
4,200

Early extinguishment of debt
 
14,240

 
8,239

 
6,001

Net investment income
 
(1,672
)
 
(625
)
 
(1,047
)
Loss on derivative instruments
 
40,586

 

 
40,586

Total other expense (income)
 
$
148,066

 
110,236

 
37,830

The $11.9 million decrease in total interest expense is due to:
$17.2 million decrease in interest on notes payable due to lower interest rates from refinancing and deleveraging activities during 2016 and the early redemption of our $300 million notes in August 2016; offset by
$2.1 million increase in interest on unsecured credit facilities related to higher average balances on our Line and a $100 million increase on our Term Loan during 2016; and
$3.3 million increase due to lower interest capitalization on our development and redevelopment projects based on the status and cumulative spend on the projects in process.
During 2016, we recognized $4.2 million of impairment losses on two operating properties and two land parcels, all of which have since been sold. We did not recognize any impairments during 2015.
We redeemed all of our outstanding $400 million notes in two tranches occurring in 2016 and 2015. During 2016, we recognized a $14.2 million charge when redeeming the $300 million notes. During 2015, we early redeemed $100 million of those same notes, which included an $8.2 million make-whole premium charge.
Net investment income increased $1.0 million, driven by realized and unrealized gains on investments held within the non-qualified deferred compensation plan during 2016.

49



We recognized a $40.6 million charge to settle $220 million of forward starting interest rate swaps related to new debt previously expected to be issued in 2017. As a result of our July 2016 equity offering and the early redemption of the $300 million notes in August 2016, the Company believed that the issuance of new fixed rate debt within the remaining period of the forward starting swaps was probable to no longer occur. Accordingly, we ceased hedge accounting and reclassified the $40.6 million paid to settle the forward starting swaps from Accumulated other comprehensive loss to earnings.
Our equity in income of investments in real estate partnerships increased as follows:
(in thousands)
 
Regency's Ownership
 
2016
 
2015
 
Change
GRI - Regency, LLC (GRIR)
 
40.00%
 
$
29,791

 
18,148

 
11,643

Columbia Regency Retail Partners, LLC (Columbia I)
 
20.00%
 
4,180

 
(278
)
 
4,458

Columbia Regency Partners II, LLC (Columbia II)
 
20.00%
 
3,240

 
755

 
2,485

Cameron Village, LLC (Cameron)
 
30.00%
 
695

 
643

 
52

RegCal, LLC (RegCal)
 
25.00%
 
1,080

 
576

 
504

US Regency Retail I, LLC (USAA)
 
20.01%
 
1,180

 
807

 
373

Other investments in real estate partnerships
 
50.00%
 
16,352

 
1,857

 
14,495

Total equity in income of investments in real estate partnerships
 
 
 
$
56,518

 
22,508

 
34,010

The $34.0 million increase in our equity in income in investments in real estate partnerships is largely attributed to (i) our share of gains on the sale of real estate within our GRIR, Columbia I, Columbia II, and Other investments in real estate partnerships; (ii) interest expense savings within GRIR resulting from decreased debt balances and refinancing activity at lower interest rates; and (iii) and a decrease in depreciation expense within GRIR from fully depreciated land improvement assets.
The following represents the remaining components that comprise net income attributable to the common stockholders and unit holders:
(in thousands)
 
2016
 
2015
 
Change
Income from operations
 
$
119,671

 
116,937

 
2,734

Gain on sale of real estate, net of tax
 
47,321

 
35,606

 
11,715

Income attributable to noncontrolling interests
 
(2,070
)
 
(2,487
)
 
417

Preferred stock dividends and issuance costs
 
(21,062
)
 
(21,062
)
 

Net income attributable to common stockholders
 
$
143,860

 
128,994

 
14,866

Net income attributable to exchangeable operating partnership units
257

 
240

 
17

Net income attributable to common unit holders
 
$
144,117

 
129,234

 
14,883

During 2016, we sold 11 operating properties and 16 land parcels resulting in gains of $47.3 million, compared to gains of $35.6 million from the sale of five operating properties and two land parcels during 2015.


50



Supplemental Earnings Information
We use certain non-GAAP performance measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the Company's operating results. We manage our entire real estate portfolio without regard to ownership structure, although certain decisions impacting properties owned through partnerships require partner approval. Therefore, we believe presenting our pro-rata share of operating results regardless of ownership structure, along with other non-GAAP measures, may assist in comparing the Company's operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. See "Defined Terms" in Part I, Item 1.
Pro-Rata Same Property NOI:
For purposes of evaluating same property NOI on a comparative basis, and in light of the merger with Equity One on March 1, 2017, we are presenting our same property NOI on a pro forma basis as if the merger had occurred January 1, 2016. This perspective allows us to evaluate same property NOI growth over a comparable period. The pro forma same property NOI as adjusted is not necessarily indicative of what the actual same property NOI and growth would have been if the merger had occurred on January 1, 2016, nor does it purport to represent the same property NOI and growth for future periods.
Our pro-rata same property NOI as adjusted, excluding termination fees, changed from the following major components:
(in thousands)
 
2017
 
2016
 
Change
Base rent (1)
 
$
782,142

 
755,556

 
26,586

Percentage rent (1)
 
8,499

 
10,364

 
(1,865
)
Recovery revenue (1)
 
238,076

 
227,322

 
10,754

Other income (1)
 
14,019

 
15,026

 
(1,007
)
Operating expenses (1)
 
288,940

 
279,700

 
9,240

Pro-rata same property NOI, as adjusted
 
$
753,796

 
728,568

 
25,228

Less: Termination fees (1)
 
690

 
1,359

 
(669
)
Pro-rata same property NOI, as adjusted, excluding termination fees
 
$
753,106

 
727,209

 
25,897

Pro-rata same property NOI growth, as adjusted
 
 
 
 
 
3.6
%
 
 
 
 
 
 
 
(1) Adjusted for Equity One operating results prior to the merger for these periods. For additional information and details about the Equity One operating results included herein, refer to the Same Property NOI reconciliation at the end of the Supplemental Earnings section.
Base rent increased $26.6 million, driven by increases in rental rate growth on new and renewal leases, contractual rent steps and rent commencement at redevelopments.
Percentage rent decreased $1.9 million, as a result of lease negotiations to shift percentage rent into base rent upon renewal, coupled with decline in performance at certain historically larger percentage rent paying tenants.
Recovery revenue increased $10.8 million, as a result of increases in recoverable costs, as noted below, and improvements in recovery rates.
Other income decreased $1.0 million, due to a reduction in lease termination and other fee income.
Operating expenses increased $9.2 million, primarily due to higher real estate taxes from increases in assessed values.

51



Same Property Rollforward:
Our same property pool includes the following property count, pro-rata GLA, and changes therein:
 
2017
 
2016
(GLA in thousands)
Property Count
GLA
 
Property Count
GLA
Beginning same property count
289

26,392

 
300

26,508

Acquired properties owned for entirety of comparable periods
1

180

 
6

443

Developments that reached completion by beginning of earliest comparable period presented
2

331

 
2

342

Disposed properties
(7
)
(546
)
 
(19
)
(933
)
Properties acquired through Equity One merger
110

14,181

 


SF adjustments (1)

63

 

32

Ending same property count
395

40,601

 
289

26,392

 
 
 
 
 
 
(1) SF adjustments arise from remeasurements or redevelopments.
NAREIT FFO and Core FFO:
Our reconciliation of net income attributable to common stock and unit holders to NAREIT FFO and Core FFO is as follows:
(in thousands, except share information)
 
2017
 
2016
Reconciliation of Net income to NAREIT FFO
 
 
 
 
Net income attributable to common stockholders
 
$
159,949

 
143,860

Adjustments to reconcile to NAREIT FFO: (1)
 
 
 
 
Depreciation and amortization (excluding FF&E)
 
364,908

 
193,451

Provision for impairment to operating properties
 

 
3,159

Gain on sale of operating properties, net of tax
 
(30,402
)
 
(63,426
)
Exchangeable operating partnership units
 
388

 
257

NAREIT FFO attributable to common stock and unit holders
 
$
494,843

 
277,301

Reconciliation of NAREIT FFO to Core FFO
 
 
 
 
NAREIT FFO attributable to common stock and unit holders
 
$
494,843

 
277,301

Adjustments to reconcile to Core FFO: (1)
 
 
 
 
Development pursuit costs
 
1,569

 
1,503

Deferred income tax benefit
 
(9,737
)
 

Acquisition pursuit and closing costs
 
138

 
2,007

Merger related costs
 
80,715

 
6,539

Gain on sale of land
 
(3,623
)
 
(8,769
)
Provision for impairment to land
 

 
580

(Gain) loss on derivative instruments and hedge ineffectiveness
 
(15
)
 
40,589

Loss on early extinguishment of debt
 
12,449

 
14,207

Preferred redemption charge
 
12,227

 

Merger related debt offering interest
 
975

 

Hurricane losses
 
2,596

 

Core FFO attributable to common stockholders
 
$
592,137

 
333,957

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

52



Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro-rata basis, is as follows:
 
 
2017
 
2016
(in thousands)
 
Same Property
 
Other (1)
 
Total
 
Same Property
 
Other (1)
 
Total
Net income attributable to common stockholders
 
$
340,455

 
(180,506
)
 
159,949

 
278,322

 
(134,462
)
 
143,860

Less:
 
 
 
 
 
 
 
 
 
 
 
 
Management, transaction, and other fees
 

 
26,158

 
26,158

 

 
25,327

 
25,327

Gain on sale of real estate, net of tax
 

 
27,432

 
27,432

 

 
47,321

 
47,321

Other (2)
 
33,935

 
13,422

 
47,357

 
5,849

 
10,295

 
16,144

Plus:
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
308,311

 
25,890

 
334,201

 
146,708

 
15,619

 
162,327

General and administrative
 

 
67,624

 
67,624

 

 
65,327

 
65,327

Other operating expense, excluding provision for doubtful accounts
 
906

 
74,590

 
75,496

 
1,966

 
10,410

 
12,376

Other expense (income)
 
44,745

 
96,348

 
141,093

 
28,335

 
119,731

 
148,066

Equity in income (loss) of investments in real estate excluded from NOI (3)
 
51,069

 
2,221

 
53,290

 
31,050

 
2,902

 
33,952

Net income attributable to noncontrolling interests
 

 
2,903

 
2,903

 

 
2,070

 
2,070

Preferred stock dividends and issuance costs
 

 
16,128

 
16,128

 

 
21,062

 
21,062

Same Property NOI for non-ownership periods of Equity One (4)
 
42,245

 

 
42,245

 
248,036

 

 
248,036

Pro-rata NOI, as adjusted
 
$
753,796

 
38,186

 
791,982

 
728,568

 
19,716

 
748,284

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes revenues and expenses attributable to non-same property, sold property, development properties, corporate activities, and noncontrolling interests.
(2) Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
(3) Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(4) NOI from Equity One prior to the merger was derived from the accounting records of Equity One without adjustment. Equity One's financial information for the period ended February 28, 2017 and the period ended December 31, 2016 was subject to a limited internal review by Regency. The table below provides Same Property NOI detail for the non-ownership periods of Equity One.
(in thousands)
 
Two Months Ended February 2017
 
Twelve Months Ended
December 2016
Base rent
 
$
43,798

 
256,326

Percentage rent
 
1,143

 
5,143

Recovery revenue
 
13,889

 
79,651

Other income
 
611

 
3,647

Operating expenses
 
17,196

 
96,731

Pro-rata same property NOI, as adjusted
 
$
42,245

 
248,036

Less: Termination fees
 
30

 
135

Pro-rata same property NOI, as adjusted, excluding termination fees
 
$
42,215

 
247,901



53



Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. We continuously monitor the capital markets and evaluate our ability to issue new debt or equity, to repay maturing debt, or fund our capital commitments.
Except for the $500 million of unsecured public and private placement debt assumed with the Equity One merger on March 1, 2017, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor on the $500 million of outstanding debt of our Parent Company assumed in the Equity One merger. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units. Based upon our available sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs.
In addition to its $45.4 million of cash, the Company has the following additional sources of capital available:
(in thousands)
 
December 31, 2017
ATM equity program (see note 10 to our Consolidated Financial Statements)
 
 
Original offering amount
 
$
500,000

Available capacity
 
$
500,000

 
 
 
Line of Credit (the "Line") (see note 7 to our Consolidated Financial STatements)
 
 
Total commitment amount
 
$
1,000,000

Available capacity (1)
 
$
930,600

Maturity (2)
 
May 13, 2019

 
 
 
(1) Net of letters of credit.
(2) The Company has the option to extend the maturity for two additional six-month periods.
We operate our business such that we expect net cash flow from operating activities will provide the necessary funds to pay our distributions to our common and preferred stock and unit holders, which were $328.3 million and $222.4 million for the years ended December 31, 2017 and 2016, respectively. We currently do not have any preferred shares issued and outstanding. Our dividend distribution policy is set by our Board of Directors, who monitors our financial position. Our Board of Directors recently declared a common stock dividend of $0.555 per share, payable on March 2, 2018, to shareholders of record as of February 20, 2018. Future dividends will be declared at the discretion of our Board of Directors and will be subject to capital requirements and availability. We plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.
During the next twelve months, we estimate that we will require approximately $256.4 million of cash, including $238.0 million to complete in-process developments and redevelopments, $6.4 million to repay maturing debt, and $12.0 million to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of maturing debt. If we start new developments, redevelop additional shopping centers, commit to new acquisitions, prepay debt prior to maturity, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease. To meet our cash requirements, we will utilize cash generated from operations, proceeds from the sale of real estate, available borrowings from our Line, and when the capital markets are favorable, proceeds from the sale of equity or the issuance of new long-term debt. In addition, we are under contract to purchase, through November 2019, up to 100% ownership interest in an operating shopping center valued at $205.0 million. We are currently expecting to be able to purchase a 30% ownership interest in the property by November 2019.
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2017, 85.7% of our wholly-owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain availability on the Line. Our annualized coverage ratio, including our pro-rata share of our partnerships, was 4.1 and 3.3 times for for the periods ended December 31, 2017 and 2016, respectively. We define our coverage ratio as earnings before

54



interest, taxes, investment transaction profits net of deal costs, depreciation and amortization (“ EBITDA”) divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.
Our Line, Term Loans, and unsecured loans require that we remain in compliance with various covenants, which are described in note 7 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2017 and expect to remain in compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
(in thousands)
 
2017
 
2016
 
Change
Net cash provided by operating activities
 
$
471,146

 
297,360

 
173,786

Net cash used in investing activities
 
(1,007,980
)
 
(409,671
)
 
(598,309
)
Net cash provided by financing activities
 
568,948

 
88,711

 
480,237

Net increase (decrease) in cash and cash equivalents
 
32,114

 
(23,600
)
 
55,714

Total cash and cash equivalents
 
$
45,370

 
13,256

 
32,114

Net cash provided by operating activities:
Net cash provided by operating activities increased by $173.8 million due to:
$201.3 million increase in cash from operating income;
$3.1 million increase in operating cash flow distributions from our unconsolidated real estate partnerships; and, decreased by,
$30.7 million net decrease in cash due to timing of cash receipts and payments related to operating activities.
Net cash used in investing activities:
Net cash used in investing activities increased by $598.3 million as follows:
(in thousands)
 
2017
 
2016
 
Change
Cash flows from investing activities:
 
 
 
 
 
 
Acquisition of operating real estate
 
$
(124,727
)
 
(333,220
)
 
208,493

Costs paid in advance of real estate acquisitions
 
(4,917
)
 
(750
)
 
(4,167
)
Acquisition of Equity One, net of cash acquired of $72,534
 
(648,763
)
 

 
(648,763
)
Real estate development and capital improvements
 
(347,780
)
 
(234,598
)
 
(113,182
)
Proceeds from sale of real estate investments
 
112,161

 
135,269

 
(23,108
)
Issuance of notes receivable
 
(5,236
)
 

 
(5,236
)
Investments in real estate partnerships
 
(23,529
)
 
(37,879
)
 
14,350

Distributions received from investments in real estate partnerships
 
36,603

 
58,810

 
(22,207
)
Dividends on investment securities
 
365

 
330

 
35

Acquisition of securities
 
(23,535
)
 
(55,223
)
 
31,688

Proceeds from sale of securities
 
21,378

 
57,590

 
(36,212
)
Net cash used in investing activities
 
$
(1,007,980
)
 
(409,671
)
 
(598,309
)
Significant investing and divesting activities included:
Other than those included with the merger, we invested $124.7 million in 2017 to acquire two operating properties and two real estate parcels at existing operating properties, compared to three operating properties for $333.2 million during 2016.

55



We issued 65.5 million shares of common stock to the shareholders of Equity One valued at $4.5 billion in a stock for stock exchange and merged Equity One into the Company on March 1, 2017. As part of the merger, we paid $648.8 million, net of cash acquired, which was used by Equity One to repay its credit facilities not assumed by the Company with the merger.
We invested $113.2 million more in 2017 than 2016 on real estate development and capital improvements, as further detailed in a table below.
We received proceeds of $112.2 million from the sale of six shopping centers and nine land parcels in 2017, compared to $135.3 million for 11 shopping centers and 16 land parcels in 2016.
We invested $23.5 million in our real estate partnerships during 2017 to fund our share of maturing mortgage debt and development and redevelopment activities, compared to $37.9 million during the same period in 2016, which included contributions to fund the acquisition of an operating property.
Distributions from our unconsolidated real estate partnerships include return of capital from sales or financing proceeds. The $36.6 million received in 2017 is driven by the sale of three operating properties and one land parcel plus our share of proceeds from refinancing certain operating properties within the partnerships. During the same period in 2016, we received $58.8 million from the sale of ten shopping centers within the partnerships.
Acquisition of securities and proceeds from sale of securities pertain to investments held in our captive insurance company and our deferred compensation plan.
We plan to continue developing and redeveloping shopping centers for long-term investment purposes. We deployed capital of $347.8 million for the development, redevelopment, and improvement of our real estate properties as comprised of the following:
(in thousands)
 
2017
 
2016
 
Change
Capital expenditures:
 
 
 
 
 
 
Land acquisitions for development / redevelopment
 
$
26,688

 
26,938

 
(250
)
Building and tenant improvements
 
54,200

 
32,941

 
21,259

Redevelopment costs
 
133,597

 
51,226

 
82,371

Development costs
 
108,611

 
107,300

 
1,311

Capitalized interest
 
7,946

 
3,482

 
4,464

Capitalized direct compensation
 
16,738

 
12,711

 
4,027

Real estate development and capital improvements
 
$
347,780

 
234,598

 
113,182

During both 2017 and 2016 we acquired four land parcels for new development projects.
Building and tenant improvements increased $21.3 million during the year ended December 31, 2017 primarily related to the overall increase in the size of our portfolio from the merger with Equity One in March 2017.
Redevelopment expenditures were higher during 2017 due to the timing, magnitude, and number of projects currently in process, including projects acquired from Equity One. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovations, new out-parcel building construction, and tenant improvement costs. The size and scope of each redevelopment project varies with each redevelopment plan.
Development expenditures were higher in 2017 due to the progress towards completion of our development projects currently in process. At December 31, 2017 and 2016, we had nine and six development projects, respectively, that were either under construction or in lease up. See the tables below for more details about our development projects.
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual development costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business.

56



We have a staff of employees who directly support our development and redevelopment programs. Internal compensation costs directly attributable to these activities are capitalized as part of each project. Changes in the level of future development and redevelopment activity could adversely impact results of operations by reducing the amount of internal costs for development and redevelopment projects that may be capitalized. A 10% reduction in development and redevelopment activity without a corresponding reduction in development related compensation costs could result in an additional charge to net income of $1.8 million per year.
The following table summarizes our consolidated development projects:
December 31, 2017
(in thousands, except cost PSF)
 
 
 
 
 
 
 
 
 
 
 
 
Property Name
 
Market
 
Start Date
 
Estimated/Actual Anchor Opens
 
Estimated Net Development Costs (1)
 
% of Costs Incurred (1)
 
GLA
 
Cost PSF GLA (1)
Northgate Marketplace Ph II
 
Medford, OR
 
Q4-15
 
Oct-16
 
$
40,791

 
98
%
 
177

 
230

The Market at Springwoods Village (2)
 
Houston , TX
 
Q1-16
 
May-17
 
27,492

 
82
%
 
89

 
309

Chimney Rock Crossing
 
New York, NY
 
Q4-16
 
April-18
 
71,005

 
79
%
 
218

 
326

The Village at Riverstone
 
Houston, TX
 
Q4-16
 
Oct-18
 
30,658

 
50
%
 
165

 
186

The Field at Commonwealth
 
Metro DC
 
Q1-17
 
Aug-18
 
45,033

 
64
%
 
187

 
241

Pinecrest Place (3)
 
Miami, FL
 
Q1-17
 
Jan-18
 
16,427

 
21
%
 
70

 
235

Mellody Farm
 
Chicago, IL
 
Q2-17
 
Oct-18
 
97,399

 
39
%
 
252

 
387

Indigo Square
 
Charleston, SC
 
Q4-17
 
Feb-19
 
16,574

 
31
%
 
51

 
325

Total
 
 
 
 
 
 
 
$
345,379

 
58
%
 
1,209

 
$
286

(1) Includes leasing costs, and is net of tenant reimbursements.
(2) Estimated Net Development Costs are reported at full project cost. Our ownership interest in this consolidated property is 53%.
(3) Estimated Net Development Costs for Pinecrest Place excludes the cost of land, which the Company has leased long term.
The following table summarizes our pro-rata share of unconsolidated development projects. There were no unconsolidated development projects at December 31, 2016.
December 31, 2017
(in thousands, except cost PSF)
 
 
 
 
 
 
 
 
 
 
 
 
Property Name
 
Market
 
Start Date
 
Estimated/Actual Anchor Opens
 
Estimated Net Development Costs (1)
 
% of Costs Incurred (1)
 
GLA
 
Cost PSF GLA (1)
Midtown East
 
Raleigh, NC
 
Q4-17
 
July-19
 
$
22,015

 
35
%
 
87

 
$
253

(1) Includes leasing costs, and is net of tenant reimbursements.
The following table summarizes our completed consolidated development projects:
December 31, 2017
(in thousands, except cost PSF)
 
 
 
 
 
 
 
 
Property Name
 
Market
 
Completion Date
 
Net Development Costs (1)
 
GLA
 
Cost PSF GLA (1)
Willow Oaks Crossing
 
Charlotte, NC
 
Q1-17
 
$
13,991

 
69

 
$
203

The Village at Tustin Legacy
 
Los Angeles, CA
 
Q4-17
 
37,122

 
112

 
331


 
 
 
 
 
$
51,113

 
181

 
$
282

 
 
 
 
 
 
 
 
 
 
 
(1) Includes leasing costs and is net of tenant reimbursements.

57



Net cash provided by financing activities:
Net cash flows generated from financing activities increased by $480.2 million during 2017, as follows:
(in thousands)
 
2017
 
2016
 
Change
Cash flows from financing activities:
 
 
 
 
 
 
Equity issuances
 
$
88,458

 
548,920

 
(460,462
)
Repurchase of common shares in conjunction with tax withholdings on equity award plans
 
(18,649
)
 
(7,984
)
 
(10,665
)
Preferred stock redemption
 
(325,000
)
 

 
(325,000
)
Distributions to limited partners in consolidated partnerships, net
 
(8,139
)
 
(4,213
)
 
(3,926
)
Dividend payments and operating partnership distributions
 
(328,314
)
 
(222,398
)
 
(105,916
)
Borrowings on unsecured credit facilities, net
 
345,000

 
115,000

 
230,000

Proceeds from debt issuance
 
1,084,184

 
53,446

 
1,030,738

Debt repayments
 
(255,421
)
 
(392,755
)
 
137,334

Payment of loan costs
 
(13,271
)
 
(2,233
)
 
(11,038
)
Proceeds from sale of treasury stock, net
 
100

 
928

 
(828
)
Net cash provided by financing activities
 
$
568,948

 
88,711

 
480,237

Significant financing activities during the years ended December 31, 2017 and 2016 include the following:
We raised $88.5 million during December 2017 upon settling the remaining 1,250,000 shares under the forward equity offering. We raised $548.9 million during 2016 by:
issuing 182,787 shares of common stock through our ATM program at an average price of $68.85 per share resulting in net proceeds of $12.3 million,
issuing 1,850,000 shares under our forward equity offering at an average price of $74.32 per share resulting in proceeds of $137.5 million, and
issuing 5,000,000 shares of common stock at $79.78 per share resulting in net proceeds of $400.1 million.
We repurchased for cash a portion of the common stock related to stock based compensation to satisfy employee federal and state tax withholding requirements. The repurchases increased $10.7 million in 2017 primarily due to the vesting of Equity One's stock based compensation program as a result of the merger.
We redeemed all of the issued and outstanding shares of our 6.625% Series 6 and 6.000% Series 7 cumulative redeemable preferred stock on February 16, 2017 and August 23, 2017, respectively, for $325.0 million.
Net distributions to consolidated partnerships increased $3.9 million primarily due to excess proceeds from property refinancings during 2017.
As a result of the shares of common stock issued during 2016 and common shares issued as merger consideration during 2017, combined with an increase in our quarterly dividend rate, our annual dividend payments increased $105.9 million.
During 2017 and 2016, we received proceeds of $300.0 million upon closing a new term loan and $100.0 million of proceeds upon expanding an existing term loan, respectively. The proceeds from the new term loan were used to repay a $300.0 million Equity One term loan that was not assumed in the merger and proceeds from the term loan expansion were used to fund acquisition activities. During 2017, we borrowed $45.0 million on our Line, net of repayments, compared to $15.0 million net borrowings in 2016.
We issued $1.1 billion of debt in 2017 related to the following activity:
In January and June, we issued $650.0 million and $300.0 million of senior unsecured public notes, respectively. The notes were issued in two tranches of which $425.0 million is due in 2047 and $525.0 million is due in 2027. The January proceeds of $648.0 million were used to redeem all of

58



our $250.0 million Series 6 preferred stock and to fund consideration paid to Equity One to repay its credit facilities not assumed by the Company in the merger.
A portion of the $300 million June bond offering proceeds were used to retire approximately $112.0 million of loans secured by mortgages with interest rates ranging from 7.0% to 7.8% on various properties and to reduce the outstanding balance on the Line. We used the remainder of the proceeds to redeem all of our $75.0 million Series 7 preferred stock in August and for general corporate purposes.
Additionally, during 2017 we received proceeds of $122.5 million from mortgage loans and $8.6 million from development construction draws, all within consolidated real estate partnerships. During 2016, we received $53.4 million in mortgage proceeds upon encumbering two properties.
We paid $255.4 million to repay or refinance mortgage loans and to pay scheduled principal payments as compared to $392.8 million in 2016.

Contractual Obligations
We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities and interest rate swap obligations as described further below and in note 7 and note 15 to the Consolidated Financial Statements. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. In addition, at December 31, 2017 we have a commitment to purchase up to 100% ownership interest in an operating property valued at $205.0 million by November 2019. Our current expectation is to acquire a 30% interest by that date, and is reflected accordingly in the following table.
The following table of Contractual Obligations summarizes our debt maturities, including our pro-rata share of obligations within co-investment partnerships as of December 31, 2017, and excludes the following:
Recorded debt premiums or discounts and issuance costs that are not obligations;
Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;
Letters of credit of $9.4 million issued to cover our captive insurance program and performance obligations on certain development projects, which the latter will be satisfied upon completion of the development projects; and
Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 12 to the Consolidated Financial Statements.

59



 
 
Payments Due by Period
 
 
(in thousands)
 
2018
 
2019
 
2020
 
2021
 
2022
 
Beyond 5 Years
 
Total
Notes payable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency (1)
 
$
257,062

 
223,934

 
659,897

 
429,423

 
667,130

 
2,586,335

 
$
4,823,781

Regency's share of joint ventures (1) (2)
 
43,501

 
46,768

 
110,326

 
114,224

 
84,095

 
237,847

 
636,761

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency - office leases
 
4,744

 
4,860

 
4,573

 
3,684

 
2,798

 
8,155

 
28,814

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subleases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency - office leases
 
(216
)
 
(221
)
 
(227
)
 
(115
)
 

 

 
(779
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ground leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regency
 
9,738

 
10,690

 
10,432

 
10,338

 
10,251

 
473,817

 
525,266

Regency's share of joint ventures
 
385

 
391

 
392

 
392

 
392

 
18,321

 
20,273

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase commitment
 

 
60,000

 

 

 

 

 
60,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
315,214

 
346,422

 
785,393

 
557,946

 
764,666

 
3,324,475

 
$
6,094,116

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

60



Critical Accounting Estimates
Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current market conditions, and interpretation of industry accounting standards. They are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.
Accounts Receivable and Straight Line Rent
Minimum rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. We are subject to tenant defaults and bankruptcies that may affect the collection of outstanding receivables. To address the collectability of these receivables, we analyze historical tenant collection rates, write-off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts and straight line rent reserve. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
Real Estate Investments
Acquisition of Real Estate Investments
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Any excess consideration above the fair value allocated to the applicable assets and liabilities results in goodwill. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company expenses transaction costs associated with business combinations in the period incurred and capitalizes costs associated with asset acquisitions.
We strategically co-invest with partners to own, manage, acquire, develop and redevelop operating properties. We analyze our investments in real estate partnerships in order to determine whether the entity should be consolidated. If it is determined that these investments do not require consolidation because the entities are not variable interest entities (“VIEs”), we are not considered the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the limited partners (or non-managing members) have substantive kick-out or participation rights, then the selection of the accounting method used to account for our investments in real estate partnerships is generally determined by our voting interests and the degree of influence we have over the entity. Management uses its judgment when making these determinations. We use the equity method of accounting for investments in real estate partnerships when we have significant influence but do not have a controlling financial interest. Under the equity method, we record our investments in and advances to these entities as investments in real estate partnerships in our consolidated balance sheets, and our proportionate share of earnings or losses earned by the joint venture is recognized in equity in income (loss) of investments in real estate partnerships in our consolidated statements of operations.
Development of Real Estate Assets and Cost Capitalization
We capitalize the acquisition of land, the construction of buildings, and other specifically identifiable development costs incurred by recording them in properties in development in our accompanying Consolidated Balance Sheets. Other specifically identifiable development costs include pre-development costs essential to the development process, as well as, interest, real estate taxes, and direct employee costs incurred during the development period. Once a development property is substantially complete and held available for occupancy, these indirect costs are no longer capitalized.
Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.

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Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. During the years ended December 31, 2017, 2016, and 2015, we capitalized interest of $7.9 million, $3.5 million, and $6.7 million, respectively, on our development projects.
Real estate taxes are capitalized to each development project over the same period as we capitalize interest.
We have a staff of employees who directly support our development program. All direct internal costs attributable to these development activities are capitalized as part of each development project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2017, 2016, and 2015, we capitalized $17.6 million, $13.0 million, and $13.8 million, respectively, of direct internal costs incurred to support our development program.
Valuation of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are indicators, including property operating performance and general market conditions, that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such indicators occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.
We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including underlying property operating performance and general market conditions, that the value of our investments in real estate partnerships may be impaired. An investment in a real estate partnerships is considered impaired only if we determine that its fair value is less than the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projections for the investments consider property level factors, such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the real estate partnerships, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment charge is recorded. If our analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate partnership, the carrying value of the investment will be adjusted to an amount that reflects the estimated fair value of the investment.

Derivative Instruments
The Company utilizes financial derivative instruments to manage risks associated with changing interest rates. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings. For additional information on the Company’s use and accounting for derivatives, see Notes 1 and 8 to the Consolidated Financial Statements.
The Company assesses effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. If a cash flow

62



hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected.
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including expected discounted 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.

Recent Accounting Pronouncements
See Note 1 to Consolidated Financial Statements.

Environmental Matters
We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining primarily to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems. Where available, we have applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.
As of December 31, 2017 we and our Investments in real estate partnerships had accrued liabilities of $9.9 million for our pro-rata share of environmental remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Off-Balance Sheet Arrangements
We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our unconsolidated investment partnerships) or other persons, also known as variable interest entities, not previously discussed. Our unconsolidated investment partnership properties have been financed with non-recourse loans. We have no guarantees related to these loans.

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


63



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We have a Line commitment, as further described in Note 7 to the Consolidated Financial Statements, which has a variable interest rate that is based upon an annual rate of LIBOR plus 0.925%. LIBOR rates charged on our Line change monthly. The spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on our credit rating ranges from LIBOR plus 0.875% to LIBOR plus 1.550%.
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.
We continuously monitor the capital markets and evaluate our ability to issue new debt to repay maturing debt or fund our commitments. Based upon the current capital markets, our current credit ratings, our current capacity under our unsecured credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we expect that we will be able to successfully issue new secured or unsecured debt to fund these debt obligations.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2017 (dollars in thousands). 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, 2017 and are subject to change on a monthly basis. In addition, the Company continually assesses the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $1.0 million per year based on $36.3 million of floating rate mortgage debt and $60.0 million of floating rate line of credit debt outstanding at December 31, 2017. If the Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows would occur.
Further, the table below incorporates only those exposures that exist as of December 31, 2017 and does not consider exposures or positions that could arise after that date. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
Fair Value
Fixed rate debt
 
$
122,867

 
22,578

 
539,702

 
300,427

 
582,466

 
1,947,384

 
3,515,424

 
3,586,673

Average interest rate for all fixed rate debt (1)
 
3.89
%
 
3.88
%
 
3.83
%
 
3.70
%
 
3.89
%
 
3.91
%
 

 

Variable rate LIBOR debt
 
$

 
68,569

 

 
27,750

 

 

 
96,319

 
96,371

Average interest rate for all variable rate debt (1)
 
%
 
2.16
%
 
%
 
2.39
%
 
%
 
%
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Average interest rates at the end of each year presented.


64



Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
 
 
Regency Centers Corporation:
 
 
 
Regency Centers, L.P.:
 
 
 
 
 
Financial Statement Schedule
 
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.


65




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Regency Centers Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the “Company”) as of December 31, 2017 and 2016, 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, 2017, and the related notes and the financial statement schedule III - 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, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, 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, 2017, 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 27, 2018, 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.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 27, 2018
Certified Public Accountants

66




Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors
Regency Centers Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, 2017, 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, 2017, 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, 2017 and 2016, 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, 2017, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 27, 2018, 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 27, 2018
Certified Public Accountants

67




Report of Independent Registered Public Accounting Firm

To the Partners
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, 2017 and 2016, 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, 2017, and the related notes and the financial statement schedule III - 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, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, 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, 2017, 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 27, 2018, 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.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 27, 2018
Certified Public Accountants

68




Report of Independent Registered Public Accounting Firm

The the Partners
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, 2017, 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, 2017, 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, 2017 and 2016, 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, 2017, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 27, 2018, 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 27, 2018
Certified Public Accountants

69




REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2017 and 2016
(in thousands, except share data)
 
 
2017
 
2016
Assets
 
 
 
 
Real estate investments at cost (notes 1, 2 and 3):
 
 
 
 
Land
 
$
4,667,744

 
1,660,424

Buildings and improvements
 
5,910,686

 
3,092,197

Properties in development
 
314,391

 
180,878

 
 
10,892,821

 
4,933,499

Less: accumulated depreciation
 
1,339,771

 
1,124,391

 
 
9,553,050

 
3,809,108

Investments in real estate partnerships (note 4)
 
386,304

 
296,699

Net real estate investments
 
9,939,354

 
4,105,807

Cash and cash equivalents
 
45,370

 
13,256

Restricted cash
 
4,011

 
4,623

Tenant and other receivables, net (note 1)
 
170,985

 
111,722

Deferred leasing costs, less accumulated amortization of $93,291 and $83,529 at December 31, 2017 and 2016, respectively
 
80,044

 
69,000

Acquired lease intangible assets, less accumulated amortization of $148,280 and $56,695 at December 31, 2017 and 2016, respectively (note 5)
 
478,826

 
118,831

Other assets (note 1)
 
427,127

 
65,667

Total assets
 
$
11,145,717

 
4,488,906

Liabilities and Equity
 
 
 
 
Liabilities:
 
 
 
 
Notes payable (note 7)
 
$
2,971,715

 
1,363,925

Unsecured credit facilities (note 7)
 
623,262

 
278,495

Accounts payable and other liabilities
 
234,272

 
138,936

Acquired lease intangible liabilities, less accumulated amortization of $56,550 and $23,538 at December 31, 2017 and 2016, respectively (note 5)
 
537,401

 
54,180

Tenants’ security and escrow deposits and prepaid rent
 
46,013

 
28,868

Total liabilities
 
4,412,663

 
1,864,404

Commitments and contingencies (notes 14 and 15)
 

 

Equity:
 
 
 
 
Stockholders’ equity (note 10):
 
 
 
 
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at December 31, 2016, with liquidation preferences of $25 per share
 

 
325,000

Common stock $0.01 par value per share, 220,000,000 and 150,000,000 shares authorized; 171,364,908 and 104,497,286 shares issued at December 31, 2017 and 2016, respectively
 
1,714

 
1,045

Treasury stock at cost, 366,628 and 347,903 shares held at December 31, 2017 and 2016, respectively
 
(18,307
)
 
(17,062
)
Additional paid-in capital
 
7,873,104

 
3,294,923

Accumulated other comprehensive loss
 
(6,289
)
 
(18,346
)
Distributions in excess of net income
 
(1,158,170
)
 
(994,259
)
Total stockholders’ equity
 
6,692,052

 
2,591,301

Noncontrolling interests (note 10):
 
 
 
 
Exchangeable operating partnership units, aggregate redemption value of $24,206 and $10,630 at December 31, 2017 and 2016, respectively
 
10,907

 
(1,967
)
Limited partners’ interests in consolidated partnerships
 
30,095

 
35,168

Total noncontrolling interests
 
41,002

 
33,201

Total equity
 
6,733,054

 
2,624,502

Total liabilities and equity
 
$
11,145,717

 
4,488,906

 
 
 
 
 
See accompanying notes to consolidated financial statements.


70



REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2017, 2016, and 2015
(in thousands, except per share data)
 
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
 
Minimum rent
 
$
728,078

 
444,305

 
415,155

Percentage rent
 
6,635

 
4,128

 
3,750

Recoveries from tenants and other income
 
223,455

 
140,611

 
125,295

Management, transaction, and other fees
 
26,158

 
25,327

 
25,563

Total revenues
 
984,326

 
614,371

 
569,763

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
334,201

 
162,327

 
146,829

Operating and maintenance
 
143,990

 
95,022

 
82,978

General and administrative
 
67,624

 
65,327

 
65,600

Real estate taxes
 
109,723

 
66,395

 
61,855

Other operating expenses
 
89,225

 
14,081

 
7,836

Total operating expenses
 
744,763

 
403,152

 
365,098

Other expense (income):
 
 
 
 
 
 
Interest expense, net of interest income of $1,811, $1,180, and $1,590 in 2017, 2016, and 2015, respectively
 
132,629

 
90,712

 
102,622

Provision for impairment
 

 
4,200

 

Early extinguishment of debt
 
12,449

 
14,240

 
8,239

Net investment income, including unrealized (gains) losses of ($1,136), ($773), and $1,734 in 2017, 2016, and 2015, respectively (note 12)
 
(3,985
)
 
(1,672
)
 
(625
)
Loss on derivative instruments
 

 
40,586

 

Total other expense (income)
 
141,093

 
148,066

 
110,236

Income from operations before equity in income of investments in real estate partnerships and income taxes
 
98,470

 
63,153

 
94,429

Equity in income of investments in real estate partnerships (note 4)
 
43,341

 
56,518

 
22,508

Deferred income tax (benefit) of taxable REIT subsidiary
 
(9,737
)
 

 

Income from operations
 
151,548

 
119,671

 
116,937

Gain on sale of real estate, net of tax
 
27,432

 
47,321

 
35,606

Net income
 
178,980

 
166,992

 
152,543

Noncontrolling interests:
 
 
 
 
 
 
Exchangeable operating partnership units
 
(388
)
 
(257
)
 
(240
)
Limited partners’ interests in consolidated partnerships
 
(2,515
)
 
(1,813
)
 
(2,247
)
Income attributable to noncontrolling interests
 
(2,903
)
 
(2,070
)
 
(2,487
)
Net income attributable to the Company
 
176,077

 
164,922

 
150,056

Preferred stock dividends and issuance costs
 
(16,128
)
 
(21,062
)
 
(21,062
)
Net income attributable to common stockholders

$
159,949

 
143,860

 
128,994

 
 
 
 
 
 
 
Income per common share - basic (note 13)
 
$
1.00

 
1.43

 
1.37

Income per common share - diluted (note 13)
 
$
1.00

 
1.42

 
1.36

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


71



REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Net income
 
$
178,980

 
166,992

 
152,543

Other comprehensive (loss) income:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
1,151

 
(10,332
)
 
(10,089
)
Reclassification adjustment of derivative instruments included in net income
 
11,103

 
51,139

 
9,152

Available for sale securities
 
 
 
 
 
 
Unrealized (loss) gain on available-for-sale securities
 
(8
)
 
24

 
(43
)
Other comprehensive income (loss)
 
12,246

 
40,831

 
(980
)
Comprehensive income
 
191,226

 
207,823

 
151,563

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
2,903

 
2,070

 
2,487

Other comprehensive income (loss) attributable to noncontrolling interests
 
189

 
484

 
(35
)
Comprehensive income attributable to noncontrolling interests
 
3,092

 
2,554

 
2,452

Comprehensive income attributable to the Company
 
$
188,134

 
205,269

 
149,111

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


72



REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2017, 2016, and 2015
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2014
$
325,000

 
941

 
(19,382
)
 
2,540,153

 
(57,748
)
 
(882,372
)
 
1,906,592

 
(1,914
)
 
31,804

 
29,890

 
1,936,482

Net income
 

 

 

 

 

 
150,056

 
150,056

 
240

 
2,247

 
2,487

 
152,543

Other comprehensive income (loss)
 

 

 

 

 
(945
)
 

 
(945
)
 
(2
)
 
(33
)
 
(35
)
 
(980
)
Deferred compensation plan, net
 

 

 
(276
)
 
276

 

 

 

 

 

 

 

Restricted stock issued, net of amortization
 

 

 

 
13,869

 

 

 
13,869

 

 

 

 
13,869

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(9,706
)
 

 

 
(9,706
)
 

 

 

 
(9,706
)
Common stock issued for dividend reinvestment plan
 

 

 

 
1,250

 

 

 
1,250

 

 

 

 
1,250

Common stock issued for stock offerings, net of issuance costs
 

 
31

 

 
198,463

 

 

 
198,494

 

 

 

 
198,494

Contributions from partners
 

 

 

 

 

 

 

 

 
717

 
717

 
717

Distributions to partners
 

 

 

 
(1,797
)
 

 

 
(1,797
)
 

 
(4,249
)
 
(4,249
)
 
(6,046
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(21,062
)
 
(21,062
)
 

 

 

 
(21,062
)
Common stock/unit ($1.94 per share)
 

 

 

 

 

 
(182,642
)
 
(182,642
)
 
(299
)
 

 
(299
)
 
(182,941
)
Balance at December 31, 2015
$
325,000

 
972

 
(19,658
)
 
2,742,508

 
(58,693
)
 
(936,020
)
 
2,054,109

 
(1,975
)
 
30,486

 
28,511

 
2,082,620

Net income
 

 

 

 

 

 
164,922

 
164,922

 
257

 
1,813

 
2,070

 
166,992

Other comprehensive income (loss)
 

 

 

 

 
40,347

 

 
40,347

 
58

 
426

 
484

 
40,831

Deferred compensation plan, net
 

 

 
2,596

 
(2,596
)
 

 

 

 

 

 

 

Restricted stock issued, net of amortization
 

 
2

 

 
13,419

 

 

 
13,421

 

 

 

 
13,421

Common stock redeemed for taxes withheld for stock based compensation, net
 

 

 

 
(7,789
)
 

 

 
(7,789
)
 

 

 

 
(7,789
)
Common stock issued for dividend reinvestment plan
 

 

 

 
1,070

 

 

 
1,070

 

 

 

 
1,070

Common stock issued for stock offerings, net of issuance costs
 

 
71

 

 
548,849

 

 

 
548,920

 

 

 

 
548,920

Reallocation of limited partners' interest
 

 

 

 
(538
)
 

 

 
(538
)
 

 
538

 
538

 

Contributions from partners
 

 

 

 

 

 

 

 

 
8,760

 
8,760

 
8,760

Distributions to partners
 

 

 

 

 

 

 

 

 
(6,855
)
 
(6,855
)
 
(6,855
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(21,062
)
 
(21,062
)
 

 

 

 
(21,062
)
Common stock/unit ($2.00 per share)
 

 

 

 

 

 
(202,099
)
 
(202,099
)
 
(307
)
 

 
(307
)
 
(202,406
)
Balance at December 31, 2016
$
325,000

 
1,045

 
(17,062
)
 
3,294,923

 
(18,346
)
 
(994,259
)
 
2,591,301

 
(1,967
)
 
35,168

 
33,201

 
2,624,502

Net income
 

 

 

 

 

 
176,077

 
176,077

 
388

 
2,515

 
2,903

 
178,980

Other comprehensive income (loss)
 

 

 

 

 
12,057

 

 
12,057

 
21

 
168

 
189

 
12,246


73



REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2017, 2016, and 2015
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interests
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions
in Excess of
Net Income
 
Total
Stockholders’
Equity
 
Exchangeable
Operating
Partnership
Units
 
Limited
Partners’
Interest  in
Consolidated
Partnerships
 
Total
Noncontrolling
Interests
 
Total
Equity
Deferred compensation plan, net
 

 

 
(1,245
)
 
1,236

 

 

 
(9
)
 

 

 

 
(9
)
Restricted stock issued, net of amortization
 

 
2

 

 
15,293

 

 

 
15,295

 

 

 

 
15,295

Common stock redeemed for taxes withheld for stock based compensation, net
 

 
(1
)
 

 
(18,345
)
 

 

 
(18,346
)
 

 

 

 
(18,346
)
Common stock issued for dividend reinvestment plan
 

 

 

 
1,210

 

 

 
1,210

 

 

 

 
1,210

Common stock issued for stock offerings, net of issuance costs
 

 
667

 

 
4,559,810

 

 

 
4,560,477

 

 

 

 
4,560,477

Restricted stock issued upon Equity One merger
 

 
1

 

 
7,950

 

 

 
7,951

 

 

 

 
7,951

Redemption of preferred stock
 
(325,000
)
 

 

 
11,099

 

 
(11,099
)
 
(325,000
)
 

 

 

 
(325,000
)
Reallocation of limited partners' interest
 

 

 

 
(72
)
 

 

 
(72
)
 

 
72

 
72

 

Contributions from partners
 

 

 

 

 

 

 

 
13,100

 
378

 
13,478

 
13,478

Distributions to partners
 

 

 

 

 

 

 

 

 
(8,206
)
 
(8,206
)
 
(8,206
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock/unit
 

 

 

 

 

 
(5,029
)
 
(5,029
)
 

 

 

 
(5,029
)
Common stock/unit ($2.10 per share)
 

 

 

 

 

 
(323,860
)
 
(323,860
)
 
(635
)
 

 
(635
)
 
(324,495
)
Balance at December 31, 2017
$

 
1,714

 
(18,307
)
 
7,873,104

 
(6,289
)
 
(1,158,170
)
 
6,692,052

 
10,907

 
30,095

 
41,002

 
6,733,054

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


74



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
178,980

 
166,992

 
152,543

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
334,201

 
162,327

 
146,829

Amortization of deferred loan cost and debt premium
 
9,509

 
9,762

 
9,677

Net accretion of above and below market lease intangibles, net
 
(23,144
)
 
(3,879
)
 
(1,598
)
Stock-based compensation, net of capitalization
 
20,549

 
10,652

 
11,081

Equity in income of investments in real estate partnerships
 
(43,341
)
 
(56,518
)
 
(22,508
)
Gain on sale of real estate, net of tax
 
(27,432
)
 
(47,321
)
 
(35,606
)
Provision for impairment
 

 
4,200

 

Early extinguishment of debt
 
12,449

 
14,240

 
8,239

Deferred income tax benefit of taxable REIT subsidiary
 
(9,737
)
 

 

Distribution of earnings from operations of investments in real estate partnerships
 
53,502

 
50,361

 
46,646

Settlement of derivative instruments
 

 

 
(7,267
)
Gain on derivative instruments
 
76

 

 

Deferred compensation expense
 
3,844

 
1,655

 
207

Realized and unrealized gain on investments (note 12)
 
(3,837
)
 
(1,673
)
 
(626
)
Changes in assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
1,362

 
59

 
1,926

Accounts receivable, net
 
(7,077
)
 
(1,581
)
 
(2,059
)
Straight-line rent receivable, net
 
(19,004
)
 
(7,219
)
 
(8,231
)
Deferred leasing costs
 
(14,448
)
 
(10,349
)
 
(12,949
)
Other assets (note 1)
 
9,536

 
673

 
(496
)
Accounts payable and other liabilities
 
(2,114
)
 
5,543

 
(3,810
)
Tenants’ security and escrow deposits and prepaid rent
 
(2,728
)
 
(564
)
 
3,545

Net cash provided by operating activities
 
471,146

 
297,360

 
285,543

Cash flows from investing activities:
 
 
 
 
 
 
Acquisition of operating real estate
 
(124,727
)
 
(333,220
)
 
(42,983
)
Costs paid in advance of real estate acquisitions
 
(4,917
)
 
(750
)
 
(2,250
)
Acquisition of Equity One, net of cash acquired of $72,534
 
(648,763
)
 

 

Real estate development and capital improvements
 
(347,780
)
 
(234,598
)
 
(205,103
)
Proceeds from sale of real estate investments
 
112,161

 
135,269

 
108,822

(Issuance) / Collection of notes receivable
 
(5,236
)
 

 
1,719

Investments in real estate partnerships
 
(23,529
)
 
(37,879
)
 
(20,054
)
Distributions received from investments in real estate partnerships
 
36,603

 
58,810

 
23,801

Dividends on investment securities
 
365

 
330

 
243

Acquisition of securities
 
(23,535
)
 
(55,223
)
 
(31,941
)
Proceeds from sale of securities
 
21,378

 
57,590

 
28,400

Net cash used in investing activities
 
(1,007,980
)
 
(409,671
)
 
(139,346
)
 
 
 
 
 
 
 

75



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Cash flows from financing activities:
 
 
 
 
 
 
Net proceeds from common stock issuance
 
88,458

 
548,920

 
198,494

Repurchase of common shares in conjunction with tax withholdings on equity award plans
 
(18,649
)
 
(7,984
)
 
(9,906
)
Proceeds from sale of treasury stock
 
100

 
957

 

Acquisition of treasury stock
 

 
(29
)
 

Redemption of preferred stock and partnership units
 
(325,000
)
 

 

Distributions to limited partners in consolidated partnerships, net
 
(8,139
)
 
(4,213
)
 
(5,341
)
Distributions to exchangeable operating partnership unit holders
 
(635
)
 
(307
)
 
(299
)
Dividends paid to common stockholders
 
(322,650
)
 
(201,029
)
 
(181,392
)
Dividends paid to preferred stockholders
 
(5,029
)
 
(21,062
)
 
(21,062
)
Repayment of fixed rate unsecured notes
 

 
(300,000
)
 
(450,000
)
Proceeds from issuance of fixed rate unsecured notes, net
 
953,115

 

 
248,160

Proceeds from unsecured credit facilities
 
1,100,000

 
460,000

 
445,000

Repayment of unsecured credit facilities
 
(755,000
)
 
(345,000
)
 
(355,000
)
Proceeds from notes payable
 
131,069

 
53,446

 
4,316

Repayment of notes payable
 
(232,839
)
 
(72,803
)
 
(76,168
)
Scheduled principal payments
 
(10,162
)
 
(5,860
)
 
(5,878
)
Payment of loan costs
 
(13,271
)
 
(2,233
)
 
(5,998
)
Early redemption costs
 
(12,420
)
 
(14,092
)
 
(8,043
)
Net cash provided by (used in) financing activities
 
568,948

 
88,711

 
(223,117
)
Net increase (decrease) in cash and cash equivalents
 
32,114

 
(23,600
)
 
(76,920
)
Cash and cash equivalents at beginning of the year
 
13,256

 
36,856

 
113,776

Cash and cash equivalents at end of the year
 
$
45,370

 
13,256

 
36,856

Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid for interest (net of capitalized interest of $7,946, $3,482, and $6,740 in 2017, 2016, and 2015, respectively)
 
$
109,956

 
82,950

 
101,527

Cash (received) paid for income taxes
 
$
(269
)
 

 
1,015

Supplemental disclosure of non-cash transactions:
 
 
 
 
 
 
Exchangeable operating partnership units issued for acquisition of real estate
 
$
13,100

 

 

Mortgage loans assumed for the acquisition of operating real estate
 
$
27,000

 

 
42,799

Change in fair value of securities available-for-sale
 
$
(8
)
 
24

 
(43
)
Common stock issued for dividend reinvestment plan
 
$
1,210

 
1,070

 
1,250

Stock-based compensation capitalized
 
$
3,210

 
2,963

 
2,988

Contributions from limited partners in consolidated partnerships, net
 
$
186

 
8,755

 
13

Common stock issued for dividend reinvestment in trust
 
$
557

 
728

 
833

Contribution of stock awards into trust
 
$
1,372

 
1,538

 
1,651

Distribution of stock held in trust
 
$
677

 
4,114

 
1,898

Equity One Merger:
 
 
 
 
 
 
Notes payable assumed in Equity One merger, at fair value
 
$
757,399

 

 

Common stock exchanged for Equity One shares
 
$
4,471,808

 

 

Deconsolidation of previously consolidated partnership:
 
 
 
 
 
 
Real estate, net
 
$

 
14,144

 

Investments in real estate partnerships
 
$

 
(3,355
)
 

Notes payable
 
$

 
(9,415
)
 

Other assets and liabilities
 
$

 
571

 

Limited partners' interest in consolidated partnerships
 
$

 
(2,099
)
 

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


76



REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2017 and 2016
(in thousands, except unit data)
 
 
2017
 
2016
Assets
 
 
 
 
Real estate investments at cost (notes 1, 2 and 3):
 
 
 
 
Land
 
$
4,667,744

 
1,660,424

Buildings and improvements
 
5,910,686

 
3,092,197

Properties in development
 
314,391

 
180,878

 
 
10,892,821

 
4,933,499

Less: accumulated depreciation
 
1,339,771

 
1,124,391

 
 
9,553,050

 
3,809,108

Investments in real estate partnerships (note 4)
 
386,304

 
296,699

Net real estate investments
 
9,939,354

 
4,105,807

Cash and cash equivalents
 
45,370

 
13,256

Restricted cash
 
4,011

 
4,623

Tenant and other receivables, net (note 1)
 
170,985

 
111,722

Deferred leasing costs, less accumulated amortization of $93,291 and $83,529 at December 31, 2017 and 2016, respectively
 
80,044

 
69,000

Acquired lease intangible assets, less accumulated amortization of $148,280 and $56,695 at December 31, 2017 and 2016, respectively (note 5)
 
478,826

 
118,831

Other assets (note 1)
 
427,127

 
65,667

Total assets
 
$
11,145,717

 
4,488,906

Liabilities and Capital
 
 
 
 
Liabilities:
 
 
 
 
Notes payable (note 7)
 
$
2,971,715

 
1,363,925

Unsecured credit facilities (note 7)
 
623,262

 
278,495

Accounts payable and other liabilities
 
234,272

 
138,936

Acquired lease intangible liabilities, less accumulated amortization of $56,550 and $23,538 at December 31, 2017 and 2016, respectively (note 5)
 
537,401

 
54,180

Tenants’ security and escrow deposits and prepaid rent
 
46,013

 
28,868

Total liabilities
 
4,412,663

 
1,864,404

Commitments and contingencies (notes 14 and 15)
 

 

Capital:
 
 
 
 
Partners’ capital (note 10):
 
 
 
 
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at December 31, 2016, liquidation preference of $25 per unit
 

 
325,000

General partner; 171,364,908 and 104,497,286 units outstanding at December 31, 2017 and 2016, respectively
 
6,698,341

 
2,284,647

Limited partners; 349,902 and 154,170 units outstanding at December 31, 2017 and 2016
 
10,907

 
(1,967
)
Accumulated other comprehensive loss
 
(6,289
)
 
(18,346
)
Total partners’ capital
 
6,702,959

 
2,589,334

Noncontrolling interests (note 10):
 
 
 
 
Limited partners’ interests in consolidated partnerships
 
30,095

 
35,168

Total noncontrolling interests
 
30,095

 
35,168

Total capital
 
6,733,054

 
2,624,502

Total liabilities and capital
 
$
11,145,717

 
4,488,906

 
 
 
 
 
See accompanying notes to consolidated financial statements.


77



REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2017, 2016, and 2015
(in thousands, except per unit data)
 
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
 
Minimum rent
 
$
728,078

 
444,305

 
415,155

Percentage rent
 
6,635

 
4,128

 
3,750

Recoveries from tenants and other income
 
223,455

 
140,611

 
125,295

Management, transaction, and other fees
 
26,158

 
25,327

 
25,563

Total revenues
 
984,326

 
614,371

 
569,763

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
334,201

 
162,327

 
146,829

Operating and maintenance
 
143,990

 
95,022

 
82,978

General and administrative
 
67,624

 
65,327

 
65,600

Real estate taxes
 
109,723

 
66,395

 
61,855

Other operating expenses
 
89,225

 
14,081

 
7,836

Total operating expenses
 
744,763

 
403,152

 
365,098

Other expense (income):
 
 
 
 
 
 
Interest expense, net of interest income of $1,811, $1,180, and $1,590 in 2017, 2016, and 2015, respectively
 
132,629

 
90,712

 
102,622

Provision for impairment
 

 
4,200

 

Early extinguishment of debt
 
12,449

 
14,240

 
8,239

Net investment income, including unrealized (gains) losses of ($1,136), ($773), and $1,734 in 2017, 2016, and 2015, respectively (note 12)
 
(3,985
)
 
(1,672
)
 
(625
)
Loss on derivative instruments
 

 
40,586

 

Total other expense (income)
 
141,093

 
148,066

 
110,236

Income from operations before equity in income of investments in real estate partnerships and income taxes
 
98,470

 
63,153

 
94,429

Equity in income of investments in real estate partnerships (note 4)
 
43,341

 
56,518

 
22,508

Deferred income tax (benefit) of taxable REIT subsidiary
 
(9,737
)
 

 

Income from operations
 
151,548

 
119,671

 
116,937

Gain on sale of real estate, net of tax
 
27,432

 
47,321

 
35,606

Net income
 
178,980

 
166,992

 
152,543

Limited partners’ interests in consolidated partnerships
 
(2,515
)
 
(1,813
)
 
(2,247
)
Net income attributable to the Partnership
 
176,465

 
165,179

 
150,296

Preferred unit distributions and issuance costs
 
(16,128
)
 
(21,062
)
 
(21,062
)
Net income attributable to common unit holders
 
$
160,337

 
144,117

 
129,234

 
 
 
 
 
 
 
Income per common unit - basic (note 13):
 
$
1.00

 
1.43

 
1.37

Income per common unit - diluted (note 13):
 
$
1.00

 
1.42

 
1.36

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


78



REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Net income
 
$
178,980

 
166,992

 
152,543

Other comprehensive (loss) income:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments:
 
 
 
 
 
 
Effective portion of change in fair value of derivative instruments
 
1,151

 
(10,332
)
 
(10,089
)
Reclassification adjustment of derivative instruments included in net income
 
11,103

 
51,139

 
9,152

Available for sale securities
 
 
 
 
 
 
Unrealized (loss) gain on available-for-sale securities
 
(8
)
 
24

 
(43
)
Other comprehensive income (loss)
 
12,246

 
40,831

 
(980
)
Comprehensive income
 
191,226

 
207,823

 
151,563

Less: comprehensive income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
2,515

 
1,813

 
2,247

Other comprehensive income (loss) attributable to noncontrolling interests
 
168

 
426

 
(33
)
Comprehensive income attributable to noncontrolling interests
 
2,683

 
2,239

 
2,214

Comprehensive income attributable to the Partnership
 
$
188,543

 
205,584

 
149,349

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


79



REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2017, 2016, and 2015
(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, 2014
$
1,964,340

 
(1,914
)
 
(57,748
)
 
1,904,678

 
31,804

 
1,936,482

Net income
 
150,056

 
240

 

 
150,296

 
2,247

 
152,543

Other comprehensive income (loss)
 

 
(2
)
 
(945
)
 
(947
)
 
(33
)
 
(980
)
Contributions from partners
 

 

 

 

 
717

 
717

Distributions to partners
 
(184,439
)
 
(299
)
 

 
(184,738
)
 
(4,249
)
 
(188,987
)
Preferred unit distributions
 
(21,062
)
 

 

 
(21,062
)
 

 
(21,062
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
 
13,869

 

 

 
13,869

 

 
13,869

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 
190,038

 

 

 
190,038

 

 
190,038

Balance at December 31, 2015
$
2,112,802

 
(1,975
)
 
(58,693
)
 
2,052,134

 
30,486

 
2,082,620

Net income
 
164,922

 
257

 

 
165,179

 
1,813

 
166,992

Other comprehensive income (loss)
 

 
58

 
40,347

 
40,405

 
426

 
40,831

Contributions from partners
 

 

 

 

 
8,760

 
8,760

Distributions to partners
 
(202,099
)
 
(307
)
 

 
(202,406
)
 
(6,855
)
 
(209,261
)
Reallocation of limited partners' interest
 
(538
)
 

 

 
(538
)
 
538

 

Preferred unit distributions
 
(21,062
)
 

 

 
(21,062
)
 

 
(21,062
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
 
13,421

 

 

 
13,421

 

 
13,421

Common units issued as a result of common stock issued by Parent Company, net of repurchases
 
542,201

 

 

 
542,201

 

 
542,201

Balance at December 31, 2016
$
2,609,647

 
(1,967
)
 
(18,346
)
 
2,589,334

 
35,168

 
2,624,502


80



REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2017, 2016, and 2015
(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
Net income
 
176,077

 
388

 

 
176,465

 
2,515

 
178,980

Other comprehensive income (loss)
 

 
21

 
12,057

 
12,078

 
168

 
12,246

Deferred compensation plan, net
 
(9
)
 

 

 
(9
)
 

 
(9
)
Contributions from partners
 

 
13,100

 

 
13,100

 
378

 
13,478

Distributions to partners
 
(323,860
)
 
(635
)
 

 
(324,495
)
 
(8,206
)
 
(332,701
)
Reallocation of limited partners' interest
 
(72
)
 

 

 
(72
)
 
72

 

Preferred unit distributions
 
(5,029
)
 

 

 
(5,029
)
 

 
(5,029
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
 
15,295

 

 

 
15,295

 

 
15,295

Preferred stock redemptions
 
(325,000
)
 

 

 
(325,000
)
 

 
(325,000
)
Common units issued as a result of common stock issued by Parent Company, net of repurchases
 
4,543,341

 

 

 
4,543,341

 

 
4,543,341

Restricted units issued as a result of restricted stock issued by Parent Company upon Equity One merger
 
7,951

 

 

 
7,951

 

 
7,951

Balance at December 31, 2017
$
6,698,341

 
10,907

 
(6,289
)
 
6,702,959

 
30,095

 
6,733,054

 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


81



REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
178,980

 
166,992

 
152,543

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
334,201

 
162,327

 
146,829

Amortization of deferred loan cost and debt premium
 
9,509

 
9,762

 
9,677

Net accretion of above and below market lease intangibles, net
 
(23,144
)
 
(3,879
)
 
(1,598
)
Stock-based compensation, net of capitalization
 
20,549

 
10,652

 
11,081

Equity in income of investments in real estate partnerships
 
(43,341
)
 
(56,518
)
 
(22,508
)
Gain on sale of real estate, net of tax
 
(27,432
)
 
(47,321
)
 
(35,606
)
Provision for impairment
 

 
4,200

 

Early extinguishment of debt
 
12,449

 
14,240

 
8,239

Deferred income tax benefit of taxable REIT subsidiary
 
(9,737
)
 

 

Distribution of earnings from operations of investments in real estate partnerships
 
53,502

 
50,361

 
46,646

Settlement of derivative instruments
 

 

 
(7,267
)
Gain on derivative instruments
 
76

 

 

Deferred compensation expense
 
3,844

 
1,655

 
207

Realized and unrealized gain on investments (note 12)
 
(3,837
)
 
(1,673
)
 
(626
)
Changes in assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
1,362

 
59

 
1,926

Accounts receivable, net
 
(7,077
)
 
(1,581
)
 
(2,059
)
Straight-line rent receivable, net
 
(19,004
)
 
(7,219
)
 
(8,231
)
Deferred leasing costs
 
(14,448
)
 
(10,349
)
 
(12,949
)
Other assets (note 1)
 
9,536

 
673

 
(496
)
Accounts payable and other liabilities
 
(2,114
)
 
5,543

 
(3,810
)
Tenants’ security and escrow deposits and prepaid rent
 
(2,728
)
 
(564
)
 
3,545

Net cash provided by operating activities
 
471,146

 
297,360

 
285,543

Cash flows from investing activities:
 
 
 
 
 
 
Acquisition of operating real estate
 
(124,727
)
 
(333,220
)
 
(42,983
)
Costs paid in advance of real estate acquisitions
 
(4,917
)
 
(750
)
 
(2,250
)
Acquisition of Equity One, net of cash acquired of $72,534
 
(648,763
)
 

 

Real estate development and capital improvements
 
(347,780
)
 
(234,598
)
 
(205,103
)
Proceeds from sale of real estate investments
 
112,161

 
135,269

 
108,822

(Issuance) / Collection of notes receivable
 
(5,236
)
 

 
1,719

Investments in real estate partnerships
 
(23,529
)
 
(37,879
)
 
(20,054
)
Distributions received from investments in real estate partnerships
 
36,603

 
58,810

 
23,801

Dividends on investment securities
 
365

 
330

 
243

Acquisition of securities
 
(23,535
)
 
(55,223
)
 
(31,941
)
Proceeds from sale of securities
 
21,378

 
57,590

 
28,400

Net cash used in investing activities
 
(1,007,980
)
 
(409,671
)
 
(139,346
)
 
 
 
 
 
 
 

82



REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2017, 2016, and 2015
(in thousands)
 
 
2017
 
2016
 
2015
Cash flows from financing activities:
 
 
 
 
 
 
Net proceeds from common units issued as a result of common stock issued by Parent Company
 
88,458

 
548,920

 
198,494

Repurchase of common units in conjunction with tax withholdings on equity award plans
 
(18,649
)
 
(7,984
)
 
(9,906
)
Proceeds from treasury units issued as a result of treasury stock sold by Parent Company
 
100

 
957

 

Acquisition of treasury units as a result of treasury stock acquired by Parent Company
 

 
(29
)
 

Redemption of preferred partnership units
 
(325,000
)
 

 

Distributions to limited partners in consolidated partnerships, net
 
(8,139
)
 
(4,213
)
 
(5,341
)
Distributions to partners
 
(323,285
)
 
(201,336
)
 
(181,691
)
Distributions to preferred unit holders
 
(5,029
)
 
(21,062
)
 
(21,062
)
Repayment of fixed rate unsecured notes
 

 
(300,000
)
 
(450,000
)
Proceeds from issuance of fixed rate unsecured notes, net
 
953,115

 

 
248,160

Proceeds from unsecured credit facilities
 
1,100,000

 
460,000

 
445,000

Repayment of unsecured credit facilities
 
(755,000
)
 
(345,000
)
 
(355,000
)
Proceeds from notes payable
 
131,069

 
53,446

 
4,316

Repayment of notes payable
 
(232,839
)
 
(72,803
)
 
(76,168
)
Scheduled principal payments
 
(10,162
)
 
(5,860
)
 
(5,878
)
Payment of loan costs
 
(13,271
)
 
(2,233
)
 
(5,998
)
Early redemption costs
 
(12,420
)
 
(14,092
)
 
(8,043
)
Net cash provided by (used in) financing activities
 
568,948

 
88,711

 
(223,117
)
Net increase (decrease) in cash and cash equivalents
 
32,114

 
(23,600
)
 
(76,920
)
Cash and cash equivalents at beginning of the year
 
13,256

 
36,856

 
113,776

Cash and cash equivalents at end of the year
 
$
45,370

 
13,256

 
36,856

Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid for interest (net of capitalized interest of $7,946, $3,482, and $6,740 in 2017, 2016, and 2015, respectively)
 
$
109,956

 
82,950

 
101,527

Cash paid for income taxes
 
$
(269
)
 

 
1,015

Supplemental disclosure of non-cash transactions:
 
 
 
 
 
 
Common stock issued by Parent Company for partnership units exchanged
 
$
13,100

 

 

Mortgage loans assumed for the acquisition of operating real estate
 
$
27,000

 

 
42,799

Change in fair value of securities available-for-sale
 
$
(8
)
 
24

 
(43
)
Common stock issued by Parent Company for dividend reinvestment plan
 
$
1,210

 
1,070

 
1,250

Stock-based compensation capitalized
 
$
3,210

 
2,963

 
2,988

Contributions from limited partners in consolidated partnerships, net
 
$
186

 
8,755

 
13

Common stock issued for dividend reinvestment in trust
 
$
557

 
728

 
833

Contribution of stock awards into trust
 
$
1,372

 
1,538

 
1,651

Distribution of stock held in trust
 
$
677

 
4,114

 
1,898

Equity One Merger:
 
 
 
 
 
 
Notes payable assumed in Equity One merger, at fair value
 
$
757,399

 

 

Common stock exchanged for Equity One shares
 
$
4,471,808

 

 

Deconsolidation of previously consolidated partnership:
 
 
 
 
 
 
Real estate, net
 
$

 
14,144

 

Investments in real estate partnerships
 
$

 
(3,355
)
 

Notes payable
 
$

 
(9,415
)
 

Other assets and liabilities
 
$

 
571

 

Limited partners' interest in consolidated partnerships
 
$

 
(2,099
)
 

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


83


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017

1.
Summary of Significant Accounting Policies
(a)    Organization and Principles of Consolidation
General
Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust (“REIT”) in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company engages in the ownership, management, leasing, acquisition, and development of retail 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 the unsecured notes assumed from the merger with Equity One, 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, 2017, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) owned 311 retail shopping centers and held partial interests in an additional 115 retail shopping centers through unconsolidated investments in real estate partnerships (also referred to as "joint ventures" or "co-investment partnerships").
On March 1, 2017, Regency completed its merger with Equity One, whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company. Under the terms of the Merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock owned immediately prior to the effective time of the merger, resulting in the issuance of approximately 65.5 million shares of Regency common stock to effect the merger.

Estimates, Risks, and Uncertainties
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of 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, accounts receivable, straight line rent receivable, goodwill, and acquired lease intangible assets and acquired lease intangible liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.
Consolidation
The accompanying consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the consolidated financial statements.
The Company consolidates properties that are wholly owned or properties where it owns less than 100%, but which it controls. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIEs"). 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. The Company's determination of the primary beneficiary considers all relationships between it and the VIE, including management agreements and other contractual arrangements.
Ownership of the Parent Company

84

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The Parent Company has a single class of common stock outstanding. At December 31, 2016, the Company also had two series of preferred stock outstanding (“Series 6 and 7 Preferred Stock”). The dividends on the Series 6 and 7 Preferred Stock were cumulative and payable in arrears quarterly. During 2017, the Company redeemed in full the Series 6 and 7 Preferred Stock.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2017, the Parent Company owned approximately 99.8%, or 171,364,908, of the 171,714,810 outstanding common Partnership Units of the Operating Partnership, with the remaining limited Partnership Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company is the primary beneficiary, which consolidates it. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.
Real Estate Partnerships
Regency has a partial ownership interest in 126 properties through partnerships, of which 11 are consolidated. These partners include institutional investors, other real estate developers and/or operators, and individual parties who help Regency source transactions for development and investment (the "Partners" or "limited partners"). Regency has a variable interest in these entities through its equity interests. As managing member, Regency maintains the books and records and typically provides leasing and property management to the partnerships. The Partners’ level of involvement varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to involvement in approving leases, operating budgets, and capital budgets.
Those partnerships for which the Partners only have protective rights are considered VIEs under ASC 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities and reports the limited partners’ interest as noncontrolling interests.
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. Regency does not provide financial support to the VIEs.
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.
Those partnerships in which Regency has a controlling financial interest are consolidated and the limited partners’ ownership interest and share of net income is recorded as noncontrolling interest.
Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method and its ownership interest is recognized through single-line presentation as Investments in Real Estate Partnerships, in the Consolidated Balance Sheet, and Equity in Income of Investments in Real Estate Partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from investments in real estate partnerships are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in investments in real estate partnerships are presented in cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. Distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a negative investment balance for one partnership, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

85

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is either accreted to income and recorded in equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years, or recognized at liquidation if the joint venture agreement includes a unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind.
The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships.
The major classes of assets, liabilities, and non-controlling equity interests held by the Company's VIEs, exclusive of the Operating Partnership as a whole, are as follows:
(in thousands)
December 31, 2017
December 31, 2016
Assets
 
 
Net real estate investments
$172,736
86,440
Cash and cash equivalents
4,993
3,444
Liabilities
 
 
Notes payable
16,551
8,175
Equity
 
 
Limited partners’ interests in consolidated partnerships
17,572
17,565
Noncontrolling Interests
Noncontrolling Interests of the Parent Company
The consolidated financial statements of the Parent Company include the following ownership interests held by owners other than the preferred and common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited partners' interests in consolidated partnerships”). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income (Loss). 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 (Loss) of the Parent Company.
In accordance with the FASB ASC Topic 480, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated the conditions as specified under the FASB ASC Topic 480 as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the agreement, the

86

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Company generally has the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income (Loss) of the Operating Partnership.
(b)    Revenues and Tenant Receivable
Leasing Revenue and Receivables
The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due.
When the Company is the owner of the leasehold improvements, recognition of straight line lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.
More than half of all of the lease agreements with anchor tenants contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Most all lease agreements contain provisions for reimbursement of the tenants' share of real estate taxes, insurance and common area maintenance (“CAM”) costs. Recovery of real estate taxes, insurance, and CAM costs are recognized as the respective costs are incurred in accordance with the lease agreements.
The following table represents the components of Tenant and other receivables, net in the accompanying Consolidated Balance Sheets:
 
December 31,
(in thousands)
2017
 
2016
Billed tenant receivables
$
25,329

 
15,599

Accrued CAM, insurance and tax reimbursements
14,825

 
9,221

Other receivables
34,472

 
12,058

Straight-line rent receivables
93,284

 
73,384

Notes receivable
15,803

 
10,481

Less: allowance for doubtful accounts
(8,040
)
 
(5,460
)
Less: straight-line rent reserves
(4,688
)
 
(3,561
)
Total tenant and other receivables, net
$
170,985

 
111,722

The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. The Company recorded the following provisions for doubtful accounts:
 
Year ended December 31,
(in thousands)
2017
 
2016
 
2015
Gross provision for doubtful accounts
$
3,992

 
1,705

 
2,364

Provision for straight line rent reserve
$
1,129

 
2,271

 
714




87

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017





Real Estate Sales
Profits from sales of real estate are recognized under the full accrual method by the Company when: (i) a sale is consummated; (ii) the buyer's initial and continuing investment is adequate to demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, is not subject to future subordination; (iv) the Company has transferred to the buyer the usual risks and rewards of ownership; and (v) the Company does not have substantial continuing involvement with the property.
Management Services
The Company is engaged under agreements with its joint venture partners to provide asset management, property management, leasing, investing, and financing services for such 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 as services are rendered, when fees due are determinable, and collectibility is reasonably assured. The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include fees such as acquisition fees, disposition fees, “promotes”, or “earnouts”, and are recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured.
(c)    Real Estate Investments
Capitalization and Depreciation
Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and maintenance expense.
As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of minimum rent. 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 40 years for buildings and improvements, the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.
Development Costs
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into properties in development on the accompanying Consolidated Balance Sheets. The capitalized costs include pre-development costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development. Interest costs are capitalized into each development project based upon applying the Company's weighted average borrowing rate to that portion of the actual development costs expended. The Company discontinues interest and real estate tax capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell.

88

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Pre-development costs represent the costs the Company incurs prior to land acquisition including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing a shopping center. As of December 31, 2017 and 2016, the Company had refundable deposits of approximately $3.5 million and $1.2 million, respectively, included in pre-development costs. If the Company determines that the development 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, 2017, 2016, and 2015, the Company expensed pre-development costs of approximately $1.5 million, $1.5 million, and $1.7 million, respectively, in other operating expenses in the accompanying Consolidated Statements of Operations.
Acquisitions
Through June 30, 2017, the Company and its real estate partnerships accounted for operating property acquisitions as business combinations using the acquisition method. Effective July 1, 2017, upon the adoption of ASU 2017-01: Definition of a Business accounting standard, operating property acquisitions are generally considered asset acquisitions. The Company expenses transaction costs associated with business combinations in the period incurred and capitalizes transaction costs associated with asset acquisitions. Both business combinations and asset acquisitions require that the Company recognize and measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired ("acquiree").
The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to amortization expense over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of below-market leases is accreted to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable. The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
Held for Sale
The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell.
Impairment
We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable

89

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




intangible assets or liabilities) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. If such indicators are not identified, management will not assess the recoverability of a property's carrying value. If a property previously classified as held and used is changed to held-for-sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.
The fair value of real estate assets is subjective and is determined through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore is subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.
A loss in value of investments in real estate partnerships under the equity method of accounting, other than a temporary decline, must be recognized in the period in which the loss occurs. If management identifies indicators that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by calculating the fair value of the investment by discounting estimated future cash flows over the expected term of the investment.
Tax Basis
The net book basis of the Company's real estate assets exceeds the net tax basis by approximately $2.8 billion at December 31, 2017, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis. The net tax basis of the Company's real estate assets exceeded the book basis by approximately $190.3 million at December 31, 2016, primarily due to the property impairments recorded for book purposes and the cost basis of the assets acquired and their carryover basis recorded for tax purposes.
(d)    Cash and Cash Equivalents
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2017 and 2016, $4.0 million and $4.6 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.
(e)    Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets:

90

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




 
December 31,
(in thousands)
2017
 
2016
Goodwill (1)
$
331,884

 

Investments
41,636

 
36,008

Prepaid and other
30,332

 
10,386

Derivative assets
14,515

 
11,622

Furniture, fixtures, and equipment, net
6,123

 
4,094

Deferred financing costs, net
2,637

 
3,557

Total other assets
$
427,127

 
65,667

 
 
 
 
(1) Goodwill amount is subject to provisional accounting for the purchase price allocation from the Equity One merger, as discussed in note 2.
Goodwill
Goodwill represents the excess of the purchase price consideration for the Equity One merger over the fair value of the assets acquired and liabilities assumed, and reflects expected synergies from combining Regency's and Equity One's operations. The Company accounts for goodwill in accordance with the Intangibles - Goodwill and Other Topic of the FASB ASC 350, and allocates its goodwill to the 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. The Company's current goodwill impairment analysis, using a qualitative approach, did not result in any indication of impairment.
The goodwill impairment evaluation may be completed through 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 property’s fair value is less than its carrying value. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a property exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any property, the Company will perform the quantitative approach described below.
The quantitative approach consists of estimating the fair value of each property 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 an 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. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Marketable 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 in earnings. Debt and marketable equity 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. The fair value of securities is determined using quoted market prices.
(f)    Deferred Leasing Costs
Deferred leasing costs consist of internal and external commissions 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.
(g)    Derivative Financial Instruments

91

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. 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 recognition of the changes in the fair value of the hedged asset or liability attributable to the hedged risk in a fair value hedge or 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 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 gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective portion of the derivative's change in fair value is recognized in the Statements of Operations as interest expense. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized through earnings over the underlying term of the hedged transaction.
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.
The cash receipts or payments to settle interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
(h)    Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Each wholly-owned corporate subsidiary of the Operating Partnership has elected to be a Taxable REIT Subsidiary (“TRS”) as defined in Section 856(l) of the Code. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.8% 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

92

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




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 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 (2014 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.
The Tax Cuts and Jobs Act (the “Act”), signed into law in December 2017, includes numerous provisions that will affect businesses. Key provisions in the Act have significant financial statement effects. These effects include remeasurement of deferred taxes, recognition of liabilities for taxes on mandatory deemed repatriation and certain other foreign income, and reassessment of the realizability of deferred tax assets. Because the asset and liability approach under ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, the effects must be recognized in companies’ December 2017 financial statements, even though the effective date of the law for most provisions is January 1, 2018. To the extent that all information necessary is not available, prepared or analyzed, companies are allotted a measurement period to make adjustments for the effect of the law. The Company has calculated the tax impact of the change in tax law, most notably, the deferred tax assets and liabilities have been revalued at the appropriate tax rate. The impact resulted in a $9.7 million benefit recognized in earnings for 2017.

(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 stock-based compensation based on the grant-date fair value of the award and the cost of the stock-based compensation is expensed over the vesting period.
When the Parent Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the exercise of stock options or other 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,

93

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




through acquisitions or new developments, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data for each property on an individual basis; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
(l)    Business Concentration
Grocer anchor tenants represent approximately 18% of pro-rata annual base rent. No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.
(m)    Fair Value of Assets and Liabilities
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.
The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a remeasurement event occurs.


94

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




(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 2016-09, March 2016, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
 
This ASU affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities, an option to recognize stock compensation forfeitures as they occur, and changes to classification on the statement of cash flows.
 
January 2017
 
The adoption of this standard resulted in the reclassification of income taxes withheld on share-based awards out of operating activities into financing activities on the Statement of Cash Flows. As retrospective application was required for this component of the ASU, $8.0 million was reclassified on the Statements of Cash Flows for the year ended December 31, 2016.

 
 
 
 
 
 
 
ASU 2017-01
January 2017, Business Combinations (Topic 805): Clarifying the Definition of a Business
 
This ASU amends and provides a screen to determine when an integrated set of assets and activities, collectively referred to as a "set", is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business.

If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. Early adoption is permitted.
 
July 2017
 
This standard changed the treatment of individual operating properties from being considered a business to being considered an asset.

This change results in acquisition costs being capitalized as part of asset acquisitions, whereas previous treatment had them recognized in earnings in the period incurred.

The Company adopted this standard effective July 1, 2017.
 
 
 
 
 
 
 
ASU 2017-04, January 2017, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
 
This ASU simplifies how an entity tests goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under this update, the Company will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company would then recognize an 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.
 
October 2017
 
The Company early adopted this ASU on October 1, 2017.

The adoption of this ASU did not have an impact on the Company's financial statements and related disclosures, but rather simplified the method of evaluating goodwill for impairment.
 
 
 
 
 
 
 

95

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
Not yet adopted:
 
 
 
 
 
 
 
 
 
 
 
 
 
ASU 2017-12, August 2017, Targeted Improvements to Accounting for Hedging Activities
 
This ASU provides updated guidance to better align a company’s financial reporting for hedging activities with the economic objectives of those activities.

The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update.
 
January 2018
 
The Company plans to early adopt this ASU on January 1, 2018.

The Company has assessed the impacts of the standard and has determined that the adoption and implementation of this standard will not have a material impact on the consolidated financial statements.
 
 
 
 
 
 
 
ASU 2016-01, January 2016, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
 
This ASU amends the guidance to classify equity securities with readily-determinable fair values into different categories and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. Equity investments accounted for under the equity method are not included in the scope of this amendment. Early adoption of this amendment is not permitted.

 
January 2018
 
The Company has assessed the impacts of the standard and determined that the adoption and implementation of this standard will not have a material impact on its results of operations, financial condition or cash flows.

 
 
 
 
 
 
 
ASU 2016-15, August 2016, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
 
This ASU makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows to eliminate current diversity in practice. Early adoption is permitted on a retrospective basis.
 
January 2018
 
The ASU is consistent with the Company's current treatment and the Company has determined that the adoption and implementation of this standard will not have an impact on its cash flow statement.

 
 
 
 
 
 
 
ASU 2016-18, November 2016, Statement of Cash Flows (Topic 230): Restricted Cash
 
This ASU requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. The amendments in this ASU should be applied using a retrospective transition method to each period presented.
 
January 2018
 
The Company has assessed the impacts of the standard and determined that the adoption will result in a change to the classification and presentation of changes in restricted cash on its cash flow statement, which is not expected to be material. There will be no change to the Company's financial condition or results of operations from the adoption of this standard.
 
 
 
 
 
 
 

96

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
Revenue from Contracts with Customers (Topic 606) and related updates:

ASU 2014-09, May 2014, Revenue from Contracts with Customers (Topic 606)

ASU 2016-08, March 2016, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations

ASU 2016-10, April 2016, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing

ASU 2016-12, May 2016, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients

ASU 2016-19, December 2016, Technical Corrections and Improvements

ASU 2016-20, December 2016, Technical Corrections and Improvements to Topic 606 Revenue from Contracts With Customers

ASU 2017-05, February 2017, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Subtopic 610-20)

 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("Topic 606"). The objective of Topic 606 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. It will supersede most of the existing revenue guidance, including industry-specific guidance. The core principal of this new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying Topic 606, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized.

Topic 606 applies to all contracts with customers except those that are within the scope of other topics in the FASB's accounting standards codification. As a result, Topic 606 does not apply to revenue from lease contracts until the adoption of the new leases standard, Topic 842, in January 2019.

ASU 2017-05 clarifies that ASC 610-20 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any noncontrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain be recognized.

The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most recent period presented in the financial statements.

Additional disclosures are also required in order to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including disaggregated disclosures of revenue recognized, contract balances, and performance obligations.












 
January 2018
 
The majority of the Company's revenue originates from lease contracts and will be subject to Topic 842 to be adopted in January 2019. Upon the adoption of the new leases standard, certain recoveries from tenants may become subject to the revenue standard, which may have a different recognition pattern or presentation than under current GAAP.

Beyond revenue from lease contracts, the Company's other main revenue streams, include:

 - Management, transaction and other fees from the Company's real estate partnerships, primarily in the form of property management fees, asset management fees, and leasing commission fees. The Company evaluated all partnership fee relationships and does not currently expect any changes in the timing of revenue recognition from these revenue streams.

 - Sales of real estate assets will be accounted for under Subtopic 610-20, which provides for revenue recognition based on transfer of control. For property sales where Regency has no continuing involvement, there should be no change to the Company's timing of recognition. For property sales in which Regency has continuing involvement, full gain recognition may be required, where gains may have been deferred under existing GAAP. Upon adoption of ASU 2017-05, the Company's $30.9 million of previously deferred gains from transactions with equity method investees will be recognized through opening retained earnings.

 The Company intends to follow the modified retrospective method of adoption, applying the standard to only 2018, and not restating prior periods presented in future financial statements.
 
 
 
 
 
 
 

97

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
ASU 2016-02, February 2016, Leases (Topic 842)

 
This ASU amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. It also makes targeted changes to lessor accounting, including a change to the treatment of internal leasing costs and legal costs, which can no longer be capitalized.

Early adoption of this standard is permitted to coincide with adoption of ASU 2014-09. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief.
 
January 2019
 
The Company is evaluating the impact this standard will have on its financial statements and related disclosures.
Upon adoption, the Company will recognize right of use assets and corresponding lease obligations for its office and ground lease obligations.
Capitalization of internal leasing costs and legal costs will no longer be permitted upon the adoption of this standard, which will result in an increase in Total operating expenses in the Consolidated Statements of Operations in the period of adoption and prospectively.

Historic capitalization of internal leasing costs was $10.4 million and $10.5 million during the years ended December 31, 2017 and 2016, respectively.

Historic capitalization of legal costs was $1.2 million and $0.7 million during the years ended December 31, 2017 and 2016, respectively, including our pro rata share recognized through Equity in income of investments in real estate partnerships.



 
 
 
 
 
 
 
ASU 2016-13, June 2016, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
 
This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

This ASU also applies to how the Company determines its allowance for doubtful accounts on tenant receivables.
 
January 2020
 
The Company is evaluating the alternative methods of adoption and the impact it will have on its financial statements and related disclosures.
 
 
 
 
 
 
 


98

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




2.
Real Estate Investments
Acquisitions
The following tables detail the shopping centers acquired or land acquired or leased for development.
(in thousands)
 
December 31, 2017
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
3/6/2017
 
The Field at Commonwealth
 
Chantilly, VA
 
Development
 
$
9,500

 

 

 

3/8/2017
 
Pinecrest Place (1)
 
Miami, FL
 
Development
 

 

 

 

4/13/2017
 
Mellody Farm (2)
 
Chicago, IL
 
Development
 
26,200

 

 

 

6/28/2017
 
Concord outparcel (3) 
 
Miami, FL
 
Operating
 
350

 

 

 

7/20/2017
 
Aventura Square outparcel (4)
 
Miami, FL
 
Operating
 
1,750

 

 
90

 
9

11/15/2017
 
Indigo Square
 
Mount Pleasant, SC
 
Development
 
3,900

 

 

 

12/21/2017
 
Scripps Ranch Marketplace
 
San Diego, CA
 
Operating
 
81,600

 
27,000

 
4,997

 
9,551

12/28/2017
 
Roosevelt Square
 
Seattle, WA
 
Operating
 
68,084

 

 
3,842

 
8,002

Total property acquisitions
 
$
191,384

 
27,000

 
8,929

 
17,562

 
(1) The Company leased 10.67 acres for a ground up development.
(2) The Operating Partnership issued 195,732 partnership units valued at $13.1 million as partial consideration for the purchase price.
(3) The Company purchased a 0.67 acre vacant outparcel adjacent to the Company's existing operating Concord Shopping Plaza.
(4) The Company purchased a 0.06 acre outparcel improved with a leased building adjacent to the Company's existing operating Aventura Square.
(in thousands)
 
December 31, 2016
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
2/22/2016
 
Garden City Park
 
Garden City Park, NY
 
Operating
 
$
17,300

 

 
10,171

 
2,940

3/4/2016
 
The Market at Springwoods Village (1)
 
Houston, TX
 
Development
 
17,994

 

 

 

5/16/2016
 
Market Common Clarendon
 
Arlington, VA
 
Operating
 
280,500

 

 
15,428

 
15,662

7/15/2016
 
Klahanie Shopping Center
 
Sammamish, WA
 
Operating
 
35,988

 

 
2,264

 
539

8/4/2016
 
The Village at Tustin Legacy
 
Tustin, CA
 
Development
 
18,800

 

 

 

10/26/2016
 
Nocatee Phase III
 
Jacksonville, FL
 
Development
 
240

 

 

 

10/30/2016
 
Brooklyn Station Phase II
 
Jacksonville, FL
 
Development
 
50

 

 

 

12/6/2016
 
The Village at Riverstone
 
Houston, TX
 
Development
 
16,656

 

 

 

Total property acquisitions
 
$
387,528

 

 
27,863

 
19,141

(1) Regency acquired a 53% controlling interest in the Market at Springwoods Village partnership to develop a shopping center on land contributed by the partner. As a result of consolidation, the Company recorded the partner's non-controlling interest of $8.4 million in Limited partners' interests in consolidated partnerships in the accompanying Consolidated Balance Sheets.
Equity One Merger
General
On March 1, 2017, Regency completed its merger with Equity One, a NYSE listed shopping center company, whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company. Under the terms of the Merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock owned immediately prior to the effective time of the merger resulting in approximately 65.5 million Regency common shares being issued to effect the merger.

99

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The following table provides the components that make up the total purchase price for the Equity One merger:
(in thousands, except stock price)
Purchase Price
Shares of common stock issued for merger
65,379

Closing stock price on March 1, 2017
$
68.40

Value of common stock issued for merger
$
4,471,808

Other cash payments
721,297

Total purchase price
$
5,193,105

As part of the merger, Regency acquired 121 properties, including 8 properties held through co-investment partnerships. The consolidated net assets and results of operations of Equity One are included in the consolidated financial statements from the closing date, March 1, 2017, going forward and resulted in the following impact to Revenues and Net income attributable to common stockholders:
(in thousands)
Year ended December 31, 2017
Increase in total revenues
$
337,761

Increase in net income attributable to common stockholders
$
81,766

The Company incurred $80.7 million and $6.5 million, respectively, of merger-related transaction costs during the years ended December 31, 2017 and 2016, which are recorded in Other operating expenses in the accompanying Consolidated Statements of Operations, and are not reflected in the table above.
Provisional Purchase Price Allocation of Merger
The Equity One merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values.
The acquired assets and assumed liabilities of 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 requires estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determining the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, (ii) above and below-market value of in-place leases, and deferred taxes related to the book tax difference created through purchase accounting. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed results in goodwill in the business combination, which reflects expected synergies from combining Regency's and Equity One's operations and the deferred tax liability at one of the acquired taxable REIT subsidiaries. The goodwill is not expected to be deductible for tax purposes.
The provisional 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 used stabilized NOI and market specific capitalization and discount rates as the primary inputs in determining the fair value of the real estate assets. Management reviewed the inputs used by the third party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures were performed in accordance with management's policy. Management and the third party valuation specialist have prepared their provisional fair value estimates for each of the operating properties acquired, but are still in process of reviewing all of the underlying inputs and assumptions; therefore, the purchase price and its allocation, in their entirety, are not yet complete as of the date of this filing but have been updated to reflect management's current best estimates of fair values as of the acquisition date. Once the purchase price and allocation are complete, an additional adjustment to the purchase price or allocation may occur.

100

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The following table summarizes the current provisional purchase price allocation based on the Company's valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed:
(in thousands)
 
Provisional Purchase Price Allocation
Land
 
$
2,865,053

Building and improvements
 
2,619,553

Properties in development
 
68,744

Properties held for sale
 
19,600

Investments in unconsolidated real estate partnerships
 
99,666

Real estate assets
 
5,672,616

Cash, accounts receivable and other assets
 
112,909

Intangible assets
 
458,554

Goodwill
 
331,884

Total assets acquired
 
6,575,963

 
 
 
Notes payable
 
757,399

Accounts payable, accrued expenses, and other liabilities
 
121,798

Lease intangible liabilities
 
503,661

Total liabilities assumed
 
1,382,858

 
 
 
Total purchase price
 
$
5,193,105

During the three months ended December 31, 2017, the Company adjusted the provisional purchase price allocation to reflect current best estimates of fair values of the acquired operating properties, based on the valuation process described above. These adjustments resulted in the following increases (decreases) to earnings during the three months ended December 31, 2017 that would have been recognized in previous periods if the adjustments to provisional amounts were recognized as of the acquisition date:
(in thousands)
Three months ended December 31, 2017
decrease in Minimum rent
$
(2,386
)
decrease in Depreciation and amortization
1,435

increase in Equity in income of investments in real estate partnerships
350

Net decrease to earnings of provisional purchase price allocation adjustments
$
(601
)
The allocation of the purchase price is based on management’s assessment, which may change in the future as more information becomes available. Subsequent adjustments made to the purchase price allocation upon completion of the Company's fair value assessment process will not exceed one year from the acquisition date. 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.

101

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The following table details the provisional weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the Equity One merger:
(in years)
 
Weighted Average Amortization Period
Assets:
 
 
In-place leases
 
11.3
Above-market leases
 
7.9
Below-market ground leases
 
55.3
Liabilities:
 
 
Below-market leases
 
25.8
Pro forma Information (unaudited)
The following unaudited pro forma financial data includes the incremental revenues, operating expenses, depreciation and amortization, and costs of the Equity One acquisition as if it had occurred on January 1, 2016:
 
 
 
Year ended December 31,
(in thousands, except per share data)
 
 
2017
 
2016
Total revenues
 
 
$
1,052,221

 
1,006,367

Income (loss) from operations
(1) 
 
281,393

 
63,907

Net income (loss) attributable to common stockholders
(1) 
 
262,270

 
40,868

Income (loss) per common share - basic
 
 
1.54

 
0.25

Income (loss) per common share - diluted
 
 
1.54

 
0.25

(1) The pro forma earnings for the year ended December 31, 2017, were adjusted to exclude $103.6 million of merger costs, while 2016 pro forma earnings were adjusted to include all merger costs during the first quarter of 2016.
The pro forma financial data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nor does it purport to represent the results of operations for future periods.


102

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




3.
Property Dispositions
Dispositions
The following table provides a summary of consolidated shopping centers and land parcels disposed of:
 
Year ended December 31,
(in thousands)
2017
 
2016
 
2015
Net proceeds from sale of real estate investments
$
112,161

 
137,479

(1) 
108,822

Gain on sale of real estate, net of tax
$
27,432

 
47,321

 
35,606

Provision for impairment of real estate sold
$

 
1,700

 

Number of operating properties sold
6

 
11

 
5

Number of land out-parcels sold
9

 
16

 
2

 
 
 
 
 
 
(1) Includes cash deposits received in the previous year.

4.
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
 
December 31, 2017
(in thousands)
Regency's Ownership
 
Number of Properties
 
Total Investment
 
Total Assets of the Partnership
 
Net Income of the Partnership
 
The Company's Share of Net Income of the Partnership
GRI - Regency, LLC (GRIR)
40.00%
 
70
 
$
198,521

 
1,656,068

 
69,211

 
27,440

Equity One JV Portfolio, LLC (NYC)
30.00%
 
6
 
53,277

 
284,412

 
2,757

 
686

Columbia Regency Retail Partners, LLC (Columbia I)
20.00%
 
6
 
7,057

 
130,836

 
18,233

 
3,620

Columbia Regency Partners II, LLC (Columbia II)
20.00%
 
12
 
13,720

 
329,992

 
7,690

 
1,530

Cameron Village, LLC (Cameron)
30.00%
 
1
 
11,784

 
99,808

 
2,917

 
850

RegCal, LLC (RegCal)
25.00%
 
7
 
27,829

 
138,717

 
5,613

 
1,403

US Regency Retail I, LLC (USAA)
20.01%
 
7
 

 
90,900

 
22,299

 
4,456

Other investments in real estate partnerships
50.00%
 
6
 
74,116

 
154,987

 
11,238

 
3,356

Total investments in real estate partnerships
 
 
115
 
$
386,304

 
2,885,720

 
139,958

 
43,341


103

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




 
December 31, 2016
(in thousands)
Regency's Ownership
 
Number of Properties
 
Total Investment
 
Total Assets of the Partnership
 
Net Income of the Partnership
 
The Company's Share of Net Income of the Partnership
GRI - Regency, LLC (GRIR)
40.00%
 
70
 
$
201,240

 
1,676,134

 
74,758

 
29,791

Columbia Regency Retail Partners, LLC (Columbia I)
20.00%
 
7
 
9,687

 
145,192

 
21,024

 
4,180

Columbia Regency Partners II, LLC (Columbia II)
20.00%
 
12
 
14,750

 
338,307

 
16,765

 
3,240

Cameron Village, LLC (Cameron)
30.00%
 
1
 
11,877

 
99,967

 
2,326

 
695

RegCal, LLC (RegCal)
25.00%
 
7
 
21,516

 
141,827

 
4,358

 
1,080

US Regency Retail I, LLC (USAA)
20.01%
 
8
 
13,176

 
109,665

 
5,901

 
1,180

Other investments in real estate partnerships
50.00%
 
4
 
24,453

 
97,650

 
35,915

 
16,352

Total investments in real estate partnerships
 
 
109
 
$
296,699

 
2,608,742

 
161,047

 
56,518

 
 
 
 
 
 
 
 
 
 
 
 
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
 
 
December 31,
(in thousands)
 
2017
 
2016
Investments in real estate, net
 
$
2,682,578

 
2,439,110

Acquired lease intangible assets, net
 
54,021

 
42,974

Other assets
 
149,121

 
126,658

Total assets
 
$
2,885,720

 
2,608,742

 
 
 
 
 
Notes payable
 
$
1,514,729

 
1,309,931

Acquired lease intangible liabilities, net
 
42,466

 
29,678

Other liabilities
 
70,498

 
64,979

Capital - Regency
 
445,068

 
405,722

Capital - Third parties
 
812,959

 
798,432

Total liabilities and capital
 
$
2,885,720

 
2,608,742

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:

104

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




 
 
December 31,
(in thousands)
 
2017
 
2016
Capital - Regency
 
$
445,068

 
405,722

Basis difference
 
40,351

 
1,382

Negative investment in USAA (1)
 
11,290

 

Impairment of investment in real estate partnerships
 
(1,300
)
 
(1,300
)
Restricted Gain Method deferral (2)
 
(30,902
)
 
(30,902
)
Net book equity in excess of purchase price
 
(78,203
)
 
(78,203
)
Investments in real estate partnerships
 
$
386,304

 
296,699

 
 
 
 
 
(1)  During 2017, the USAA partnership distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment resulting in a negative investment balance, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
(2) Represents gains deferred under the Company's restricted gain method to maximize deferrals of gains associated with historic sales of shopping centers into joint ventures which contain distribution-in-kind ("DIK") provisions as a liquidation election. Regency has not sold any shopping centers into joint ventures during the years ended December 31, 2017, 2016 and 2015. As discussed further in note 1(n), the accounting for these deferred gains will change upon the adoption of ASU 2017-05 and Topic 606 on January 1, 2018.
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)
 
2017
 
2016
 
2015
Total revenues
 
$
396,596

 
364,087

 
363,745

Operating expenses:
 
 
 
 
 
 
Depreciation and amortization
 
99,327

 
99,252

 
111,648

Operating and maintenance
 
58,283

 
52,725

 
51,970

General and administrative
 
5,582

 
5,342

 
5,292

Real estate taxes
 
49,904

 
42,813

 
43,769

Other operating expenses
 
2,923

 
2,356

 
2,989

Total operating expenses
 
$
216,019

 
202,488

 
215,668

Other expense (income):
 
 
 
 
 
 
Interest expense, net
 
73,244

 
69,193

 
79,477

Gain on sale of real estate
 
(34,276
)
 
(70,907
)
 
(2,766
)
Provision for impairment
 

 

 
9,102

Early extinguishment of debt
 

 
69

 

Other expense (income)
 
1,651

 
2,197

 
1,516

Total other expense (income)
 
40,619

 
552

 
87,329

Net income of the Partnerships
 
$
139,958

 
161,047

 
60,748

The Company's share of net income of the Partnerships
 
$
43,341

 
56,518

 
22,508

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

105

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




(in thousands)
 
Year ended December 31, 2017
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Co-investment Partner
 
Ownership %
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
10/11/2017
 
Midtown East
 
Raleigh, NC
 
Development
 
ITB Holdings, LLC
 
50.00%
 
$
15,075

 

 

 

Total property acquisitions
 
$
15,075

 

 

 

 
 
 
(in thousands)
 
Year ended December 31, 2016
Date Purchased
 
Property Name
 
City/State
 
Property Type
 
Co-investment Partner
 
Ownership %
 
Purchase Price
 
Debt Assumed, Net of Premiums
 
Intangible Assets
 
Intangible Liabilities
3/24/2016
 
Applewood Village Shops
 
Denver, CO
 
Operating (1)
 
GRIR
 
40.00%
 
$
200

 

 

 

12/20/2016
 
Plaza Venezia
 
Orlando, FL
 
Operating
 
Columbia II
 
20.00%
 
92,350

 
35,076

 
6,899

 
11,548

Total property acquisitions
 
$
92,550

 
35,076

 
6,899

 
11,548

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Land parcels purchased as additions to the operating property.
Dispositions
The following table provides a summary of shopping centers and land out-parcels disposed of through our unconsolidated real estate partnerships:
 
 
Year ended December 31,
(in thousands)
 
2017
 
2016
 
2015
Proceeds from sale of real estate investments
 
$
73,122

 
174,090

 
39,459

Gain on sale of real estate
 
$
34,276

 
70,907

 
2,766

The Company's share of gain on sale of real estate
 
$
6,591

 
25,003

 
1,108

Number of operating properties sold
 
3

 
10

 
2

Number of land out-parcels sold
 
1

 
1

 

Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2017 were as follows:
Scheduled Principal Payments and Maturities by Year:
 
Scheduled
Principal
Payments
 
Mortgage Loan Maturities
 
Unsecured
Maturities
 
Total
 
Regency’s
Pro-Rata
Share
2018
 
$
21,059

 
30,022

 

 
51,081

 
19,647

2019
 
19,852

 
73,259

 

 
93,111

 
24,448

2020
 
16,823

 
224,090

 
19,635

 
260,548

 
91,039

2021
 
10,818

 
269,942

 

 
280,760

 
100,402

2022
 
7,569

 
195,702

 

 
203,271

 
73,369

Beyond 5 Years
 
3,011

 
633,298

 

 
636,309

 
215,071

Net unamortized loan costs, debt premium / (discount)
 

 
(10,351
)
 

 
(10,351
)
 
(3,365
)
Total notes payable
 
$
79,132

 
1,415,962

 
19,635

 
1,514,729

 
520,611

These loans are all non-recourse. Maturities will be repaid from proceeds from refinancing, partner capital contributions, or a combination thereof. The Company is obligated to contribute its pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of

106

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.
Management fee income
In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees, as follows:
 
 
Year ended December 31,
(in thousands)
 
2017
 
2016
 
2015
Asset management, property management, leasing, and investment and financing services
 
$
25,260

 
24,595

 
24,519



107

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




5.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles:
 
December 31,
(in thousands)
2017 (1)
 
2016
In-place leases
$
470,315

 
96,178

Above-market leases
64,625

 
14,684

Below-market ground leases
92,166

 
64,664

Total intangible assets
$
627,106


175,526

Accumulated amortization
(148,280
)
 
(56,695
)
Acquired lease intangible assets, net
$
478,826

 
118,831

 
 
 
 
Below-market leases
$
588,850

 
71,996

Above-market ground leases
5,101

 
5,722

Total intangible liabilities
593,951

 
77,718

Accumulated amortization
(56,550
)
 
(23,538
)
Acquired lease intangible liabilities, net
$
537,401

 
54,180

 
 
 
 
(1) Includes estimated values for acquired lease intangibles from the Equity One merger, for which the accounting remains provisional as of December 31, 2017, as discussed in Note 2.
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
 
Year ended December 31,
(in thousands)
2017 (4)
 
2016
 
2015
In-place lease amortization
$
88,284

 
11,533

 
9,141

Above-market lease amortization (1)
9,443

 
1,742

 
1,950

Below-market ground lease amortization (3)
1,886

 
1,111

 
351

Acquired lease intangible asset amortization
$
99,613

 
14,386

 
11,442

 
 
 
 
 
 
Below-market lease amortization (2)
$
34,786

 
6,827

 
3,940

Above-market ground lease amortization (3)
136

 
167

 
215

Acquired lease intangible liability amortization
$
34,922

 
6,994

 
4,155

 
 
 
 
 
 
(1) Amounts are recorded as a reduction to minimum rent.
(2) Amounts are recorded as an increase to minimum rent.
(3) Above and below market ground lease amortization are recorded as offsets to Operating and maintenance.
(4)  Amortization and net accretion for the year ended December 31, 2017, includes amounts subject to provisional accounting from the Equity One merger, as discussed in Note 2.


108

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The estimated aggregate amortization and net accretion amounts from acquired lease intangibles, including provisional purchase price accounting for Equity One acquired lease intangibles, for the next five years are as follows:
(in thousands)
 
 
 
 
 
 
In Process Year Ending December 31,
 
Net accretion of Above / Below market lease intangibles
 
Amortization of In-place lease intangibles
 
Net amortization of Below / Above ground lease intangibles
2018
 
$
29,654

 
72,769

 
1,560

2019
 
28,754

 
54,743

 
1,550

2020
 
27,710

 
41,211

 
1,544

2021
 
27,106

 
32,893

 
1,545

2022
 
25,440

 
25,202

 
1,555


109

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




6.    Income Taxes
    
The Company has elected to be taxed as a REIT under the applicable provisions of the Code with certain of its subsidiaries treated as TRS entities, which are subject to federal and state income taxes.

The following table summarizes the tax status of dividends paid on our common shares:
 
Year ended December 31,
(in thousands)
2017
 
2016
 
2015
Dividend per share
$2.10
 
2.00
 
1.94
Ordinary income
86%
 
53%
 
71%
Capital gain
10%
 
8%
 
5%
Return of capital
4%
 
39%
 
19%
Qualified dividend income
—%
 
—%
 
5%

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2017, 2016, and 2015 was as follows:

 
Year ended December 31,
(in thousands)
2017
 
2016
 
2015
Income tax (benefit) expense:
 
 
 
 
 
Current
$
1,168

 
(153
)
 
(1,604
)
Deferred
(10,815
)
 

 

Total income tax (benefit) expense (1)
$
(9,647
)
 
(153
)
 
(1,604
)
 
 
 
 
 
 
(1) Includes $90 thousand of tax expense presented within Other operating expenses during the year ended December 31, 2017, and $153 thousand and $1.6 million of tax benefit presented within Gain on sale of real estate, net of tax, during the years ended December 31, 2016 and 2015, respectively.

The income tax benefit for the year ended December 31, 2017 was primarily due to the income tax benefit from revaluing the net deferred tax liability at a TRS entity acquired through the Equity One merger, as a result of the change in corporate tax rates from the 2017 Tax Cuts and Jobs Act.

The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax (benefit) expense 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)
2017
 
2016
 
2015
Computed expected tax expense (benefit)
$
1,190

 
933

 
1,730

State income tax, net of federal benefit
108

 
56

 
224

Valuation allowance
(1,512
)
 
(1,239
)
 
(3,556
)
Tax rate change
(9,737
)
 

 

All other items
304

 
97

 
(2
)
Total income tax benefit (1)
(9,647
)
 
(153
)
 
(1,604
)
Income tax benefit attributable to operations (1)
$
(9,647
)
 
(153
)
 
(1,604
)
(1) Includes $90 thousand of tax expense presented within Other operating expenses during the year ended December 31, 2017, and $153 thousand and $1.6 million of tax benefit presented within Gain on sale of real estate, net of tax, during the years ended December 31, 2016 and 2015, respectively.


110

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




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

 
December 31,
(in thousands)
2017
 
2016
Deferred tax assets
 
 
 
Investments in real estate partnerships
$

 
361

Provision for impairment
3,785

 
5,827

Deferred interest expense
2,754

 
2,714

Capitalized costs under Section 263A
729

 
1,145

Net operating loss carryforward
373

 

Employee benefits

 
44

Other
2,297

 
3,059

Deferred tax assets
9,938

 
13,150

Valuation allowance
(8,300
)
 
(12,507
)
Deferred tax assets, net
1,638

 
643

Deferred tax liabilities
 
 
 
Straight line rent
(528
)
 
643

Fixed assets
(19,757
)
 

Other
(7
)
 

Deferred tax liabilities
(20,292
)
 
643

Net deferred tax liabilities
$
(18,654
)
 


The net deferred tax liability increased during 2017 primarily due to the acquisition of a net deferred tax liability, from the basis difference of its real estate assets, at one TRS acquired as part of the Equity One merger, as discussed in note 2.

Due to uncertainty regarding the realization of certain deferred tax assets, the Company previously established valuation allowances, primarily in connection with the deferred interest and NOL carryforwards related to certain TRSs. As of December 31, 2017, the minimal projected future taxable income and unpredictable nature of potential property sales with built in losses support the conclusion that it is still more likely than not that some of the deferred tax assets will not be realized.



111

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




7.
Notes Payable and Unsecured Credit Facilities
The Company’s outstanding debt consists of the following:
 
December 31,
(in thousands)
2017
 
2016
Notes payable:
 
 
 
Fixed rate mortgage loans
$
520,193

 
384,786

Variable rate mortgage loans
125,866

(1) 
86,969

Fixed rate unsecured public and private debt
2,325,656

 
892,170

Total notes payable
$
2,971,715

 
1,363,925

Unsecured credit facilities:
 
 
 
Line of Credit
60,000

 
15,000

Term Loans
563,262

 
263,495

Total unsecured credit facilities
$
623,262

 
278,495

Total debt outstanding
$
3,594,977

 
1,642,420

 
 
 
 
(1) Includes five mortgages, whose interest varies on LIBOR based formulas. Three of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.8% to 4.1%.
Notes Payable
Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest or interest only, whereas, 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, 2017, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.
As of December 31, 2017, the key interest rates of the Company's notes payables were as follows:
 
 
 
 
Interest Rates
 
 
 
 
 
 
Maturing Through
 
Minimum
 
Maximum
 
Weighted Average Effective Rate
 
Weighted Average Contractual Rate
Mortgage loans (1)
 
2036
 
2.39%
 
8.00%
 
4.23%
 
4.77%
Fixed rate unsecured public and private debt
 
2047
 
3.60%
 
6.00%
 
4.11%
 
4.57%
 
 
 
 
 
 
 
 
 
 
 
(1) Interest rates disclosed for mortgages include variable rate mortgages using the fixed interest rates from the interest rate swaps, as disclosed in Note 8.
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") and unsecured term loan commitments (the "Term Loans") under separate credit agreements with a syndicate of banks.
The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“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

112

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




31, 2017, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loan.
The key terms of the Line and Term Loans were as follows:
 
December 31, 2017
 
 
 
(in thousands)
Total Capacity
 
Remaining Capacity
 
Maturing Through
 
Variable Interest Rate (4)
 
Fee
 
Weighted Average Effective Rate
 
Weighted Average Contractual Rate
Line (7)
$
1,000,000

 
$
930,600

(1) 
5/13/2019
(2) 
LIBOR plus 0.925%
 
$
75

(3) (6) 
2.30
%
 
2.12
%
Term Loan (8)
$
265,000

 
$

 
1/5/2022
 
LIBOR plus 0.95%
(5) 
$
35

(6) 
2.20
%
 
2.00
%
Term Loan (8)
$
300,000

 
$

 
12/2/2020
 
LIBOR plus 0.95%
(9) 
$
35

(6) 
2.80
%
 
2.77
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit.
(2) Maturity is subject to two six month extensions at the Company's option.
(3) In addition, carries a commitment fee that is subject to adjustment based on the higher of the Company's corporate credit ratings from Moody's and S&P. At December 31, 2017, the commitment fee was 0.15%.
(4) Interest rate spread is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB+.
(5) The interest rate on the underlying debt is LIBOR + 0.95%. Effective July 7, 2016, an interest rate swap is in place to fix the interest on the entire balance at 2% through maturity.
(6) Annual fee, in thousands.
(7) Weighted average contractual and effective rates for the Line are calculated based on a fully drawn Line balance.
(8) Weighted average contractual and effective rates for the Term Loans are based on the fixed rate with the interest rate swap.
(9) The interest rate on the underlying debt is LIBOR + 0.95%, with an interest rate swap in place to fix the interest on the entire balance at 2.774% through maturity.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(in thousands)
December 31, 2017
Scheduled Principal Payments and Maturities by Year:
Scheduled
Principal
Payments
 
Mortgage
Loan Maturities
 
Unsecured
Maturities (1)
 
Total
2018
$
10,641

 
112,226

 

 
122,867

2019
9,360

 
21,787

 
60,000

 
91,147

2020
11,122

 
78,580

 
450,000

 
539,702

2021
11,426

 
66,751

 
250,000

 
328,177

2022
11,618

 
5,848

 
565,000

 
582,466

Beyond 5 Years
37,056

 
260,328

 
1,650,000

 
1,947,384

Unamortized debt premium/(discount) and issuance costs

 
9,316

 
(26,082
)
 
(16,766
)
Total notes payable
$
91,223

 
554,836

 
2,948,918

 
3,594,977

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

The Company has $112.2 million of debt maturing over the next twelve months, all of which is in the form of non-recourse mortgage loans. The Company currently intends to payoff the maturing balances with proceeds from unsecured borrowings and leave the properties unencumbered. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.

113

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




8.
Derivative Financial Instruments
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
Fair Value at December 31,
(in thousands)
 
 
 
 
 
 
 
Assets (Liabilities) (1)
Effective Date
 
Maturity Date
 
Notional Amount
 
Bank Pays Variable Rate of
 
Regency Pays Fixed Rate of
 
2017
 
2016
4/3/17
 
12/2/20
 
$
300,000

 
1 Month LIBOR with Floor
 
1.824%
 
$
1,804

 

8/1/16
 
1/5/22
 
265,000

 
1 Month LIBOR with Floor
 
1.053%
 
10,744

 
9,889

4/7/16
 
4/1/23
 
20,000

 
1 Month LIBOR
 
1.303%
 
801

 
720

12/1/16
 
11/1/23
 
33,000

 
1 Month LIBOR
 
1.490%
 
1,166

 
1,013

6/2/17
 
6/2/27
 
37,500

 
1 Month LIBOR with Floor
 
2.366%
 
(177
)
 
(580
)
Total derivative financial instruments
 
$
14,338

 
11,042

 
 
 
 
 
 
 
 
 
 
 
 
 
(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.
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 currently does not have any derivatives that are not designated as hedges. The Company has master netting agreements; however, the Company does not have multiple derivatives subject to a single master netting agreement with the same counterparties. Therefore none are offset in the accompanying Consolidated Balance Sheets.
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income (loss) ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings within interest expense, in the accompanying Consolidated Statements of Operations.
The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:
Amount of Gain (Loss)
Recognized in OCI on
Derivative (Effective
Portion)
 
Location and Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
 
Location and Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Missed Forecast)
 
Year ended December 31,
 
 
 
Year ended December 31,
 
 
 
Year ended December 31,
(in thousands)
2017
 
2016
 
2015
 
 
 
2017
 
2016
 
2015
 
 
 
2017
 
2016
 
2015
Interest rate swaps
$
1,151

 
(10,332
)
 
(10,089
)
 
Interest expense
 
$
(11,103
)
 
(51,139
)
 
(9,152
)
 
Loss on derivative instruments
 
$

 
(40,586
)
 


114

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




As of December 31, 2017, the Company expects $6.9 million of net deferred losses on derivative instruments accumulated in other comprehensive income, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months. Included in the reclass is $8.4 million which is related to previously settled swaps on the Company's ten year fixed rate unsecured loans.
Hedge Settlement
During the third quarter of 2016, the Company initiated and completed a $400.1 million equity offering for the primary purpose of funding the early redemption of its $300 million notes. The Company also used $40.6 million from the net offering proceeds to settle $220 million of forward starting swaps related to new debt previously expected to be issued in 2017 to repay the notes at maturity. As a result of the equity offering, the Company believed that the issuance of new fixed rate debt within the remaining period of the forward starting swaps was probable not to occur. Accordingly, the Company ceased hedge accounting and reclassified the $40.6 million paid to settle the forward starting swaps from Accumulated other comprehensive loss to earnings during the third quarter of 2016.
Subsequent Event
On February 9, 2018, the Company executed a ten year treasury rate lock on $285.0 million notional amount at a fixed interest rate of 2.899%, intended to designate as a cash flow hedge against changes in interest rates on anticipated future fixed-rate unsecured borrowings.

9.
Fair Value Measurements
(a)    Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except for the following:
 
December 31,
 
2017
 
2016
(in thousands)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Financial assets:
 
 
 
 
 
 
 
Notes receivable
$
15,803

 
15,660

 
$
10,481

 
10,380

Financial liabilities:
 
 
 
 
 
 
 
Notes payable
$
2,971,715

 
3,058,044

 
$
1,363,925

 
1,435,000

Unsecured credit facilities
$
623,262

 
625,000

 
$
278,495

 
279,700

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, 2017 and 2016. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
The following methods and assumptions were used to estimate the fair value of these financial instruments:
Notes Receivable

115

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The fair value of the Company's notes receivable is estimated by calculating the present value of future contractual cash flows discounted at interest rates available for notes of the same terms and maturities, adjusted for counter-party specific credit risk. The fair value of notes receivable was determined primarily using Level 3 inputs of the fair value hierarchy, which considered counter-party credit risk and collateral risk of the underlying property securing the note receivable.
Notes Payable
The fair value of the Company's unsecured debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The fair value of the unsecured debt was determined using Level 2 inputs of the fair value hierarchy.
The fair value of the Company's mortgage notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time the property is acquired. The fair value of the mortgage notes payable was determined using Level 2 inputs of the fair value hierarchy.
Unsecured Credit Facilities
The fair value of the Company's Unsecured credit facilities is estimated based on the interest rates currently offered to the Company by financial institutions. The fair value of the credit facilities was determined using Level 2 inputs of the fair value hierarchy.
The following interest rates were used by the Company to estimate the fair value of its financial instruments:
 
 
December 31,
 
 
2017
 
2016
 
 
Low
 
High
 
Low
 
High
Notes receivable
 
3.8%
 
7.8%
 
7.2%
 
7.2%
Notes payable
 
3.0%
 
3.9%
 
2.9%
 
3.9%
Unsecured credit facilities
 
2.0%
 
3.0%
 
1.5%
 
1.6%
(b)    Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Trading Securities Held in Trust
The Company has investments in marketable securities, which are assets of the non-qualified deferred compensation plan ("NQDCP"), that are classified as trading securities held in trust on the accompanying Consolidated Balance Sheets. The fair value of the trading securities held in trust was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of trading securities are recorded within net investment (income) loss from deferred compensation plan in the accompanying Consolidated Statements of Operations.
Available-for-Sale Securities
Available-for-sale securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these 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

116

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
 
Fair Value Measurements as of December 31, 2017
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
(in thousands)
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets:
 
 
 
 
 
 
 
Trading securities held in trust
$
31,662

 
31,662

 

 

Available-for-sale securities
9,974

 

 
9,974

 

Interest rate derivatives
14,515

 

 
14,515

 

Total
$
56,151

 
31,662

 
24,489

 

Liabilities:
 
 
 
 
 
 
 
Interest rate derivatives
$
(177
)
 

 
(177
)
 

 
Fair Value Measurements as of December 31, 2016
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
(in thousands)
Balance
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets:
 
 
 
 
 
 
 
Trading securities held in trust
$
28,588

 
28,588

 

 

Available-for-sale securities
7,420

 

 
7,420

 

Interest rate derivatives
11,622

 

 
11,622

 

Total
$
47,630

 
28,588

 
19,042

 

Liabilities:
 
 
 
 
 
 
 
Interest rate derivatives
$
(580
)
 

 
(580
)
 


10.
Equity and Capital
Preferred Stock of the Parent Company
There were no preferred stock series outstanding as of December 31, 2017. Terms and conditions of the preferred stock outstanding at December 31, 2016, which were redeemed during 2017, are summarized as follows:

117

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




 
 
Date of Issuance
 
Shares Issued and Outstanding
 
Liquidation Preference
 
Distribution Rate
 
Callable By Company
Series 6
 
2/16/2012
 
10,000,000

 
$
250,000,000

 
6.625%
 
2/16/2017
Series 7
 
8/23/2012
 
3,000,000

 
75,000,000

 
6.000%
 
8/23/2017
 
 
 
 
13,000,000

 
$
325,000,000

 
 
 
 
The Series 6 and 7 preferred shares were perpetual, absent a change in control of the Parent Company, were not convertible into common stock of the Parent Company, and were redeemable at par upon the Company’s election beginning 5 years after the issuance date. None of the terms of the preferred stock contained any unconditional obligations that would have require the Company to redeem the securities at any time or for any purpose.
Preferred Shares Redemption
On February 16, 2017, the Parent Company redeemed all of the issued and outstanding 6.625% Series 6 cumulative redeemable preferred shares. The redemption price of $25.21 per share included accrued and unpaid dividends, resulting in an aggregate amount being paid of $252.0 million. The funds used to redeem the Series 6 preferred shares were provided by the January 2017 senior unsecured debt offering.
On August 23, 2017, the Parent Company also redeemed all of the issued and outstanding 6.000% Series 7 cumulative redeemable preferred stock. The redemption price of $25.22 per share included accrued and unpaid dividends resulting in an aggregate amount being paid of $75.7 million. The Company used proceeds from its senior unsecured notes issued in June 2017 to fund the redemption.
Common Stock of the Parent Company
Issuances:
At the Market ("ATM") Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500.0 million of common stock at prices determined by the market at the time of sale. As of December 31, 2017, $500.0 million in common stock remained available for issuance under this ATM equity program.
The following table presents the shares that were issued under the ATM equity program, which was used to fund investment activities:
 
Year ended December 31,
(dollar amounts are in thousands, except price per share data)
2017
 
2016
Shares issued (1)

 
182,787

Weighted average price per share
$

 
68.85

Gross proceeds
$

 
12,584

Commissions
$

 
157

Issuance costs (2)
$
349

 
97

 
 
 
 
(1) Reflects shares traded in December and settled in January each year.
(2) Includes legal and accounting costs associated with maintaining the ATM program.
Forward Equity Offering
In March 2016, the Parent Company entered into a forward sale agreement (the "Forward Equity Offering") to issue 3.10 million shares of its common stock at an offering price of $75.25 per share, before any underwriting discount and offering expenses.
In June 2016, the Parent Company partially settled its forward equity offering by delivering 1.85 million shares of newly issued common stock, receiving $137.5 million of net proceeds, which were used to reduce the balance on the Line.

118

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




In December 2017, the Parent Company settled the remaining shares in its forward equity offering by delivering 1.25 million shares of newly issued common stock, receiving $89.1 million of net proceeds, which were used to reduce the balance on the Line.
Equity One merger
On March 1, 2017, Regency completed its merger with Equity One. Under the terms of the merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock that they owned immediately prior to the effective time of the Merger resulting in approximately 65.5 million shares being issued to effect the merger.
Share Repurchase Program - Subsequent Event
On February 7, 2018, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is scheduled to expire on February 6, 2020. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the board. Through the date of filing, the Company has repurchased $74.2 million of shares.
Preferred Units of the Operating Partnership
All preferred units for the Parent Company were retired, as discussed above.
Common Units of the Operating Partnership
Issuances:
Common units were issued to the Parent Company in relation to the Parent Company's issuance of common stock, as discussed above.
In April 2017, the Operating Partnership issued 195,732 limited partner units, valued at $13.1 million, as partial purchase price consideration for the acquisition of land for development.
General Partners
The Parent Company, as general partner, owned the following Partnership Units outstanding:
 
 
December 31,
(in thousands)
 
2017
 
2016
Partnership units owned by the general partner
 
171,365

 
104,497

Partnership units owned by the limited partners
 
350

 
154

Total partnership units outstanding
 
171,715

 
104,651

Percentage of partnership units owned by the general partner
 
99.8%
 
99.9%

119

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the balances of each component of AOCI:
 
Controlling Interest
 
Noncontrolling Interest
 
Total
(in thousands)
Cash Flow Hedges
 
Unrealized gain (loss) on Available-For-Sale Securities
 
AOCI
 
Cash Flow Hedges
 
Unrealized gain (loss) on Available-For-Sale Securities
 
AOCI
 
AOCI
Balance as of December 31, 2014
$
(57,748
)
 

 
(57,748
)
 
(750
)
 

 
(750
)
 
(58,498
)
Other comprehensive income before reclassifications
(9,897
)
 
(43
)
 
(9,940
)
 
(192
)
 

 
(192
)
 
(10,132
)
Amounts reclassified from accumulated other comprehensive income
8,995

 

 
8,995

 
157

 

 
157

 
9,152

Current period other comprehensive income, net
(902
)
 
(43
)
 
(945
)
 
(35
)
 

 
(35
)
 
(980
)
Balance as of December 31, 2015
$
(58,650
)
 
(43
)
 
(58,693
)
 
(785
)
 

 
(785
)
 
(59,478
)
Other comprehensive income before reclassifications
(10,587
)
 
24

 
(10,563
)
 
255

 

 
255

 
(10,308
)
Amounts reclassified from accumulated other comprehensive income
50,910

 

 
50,910

 
229

 

 
229

 
51,139

Current period other comprehensive income, net
40,323

 
24

 
40,347

 
484

 

 
484

 
40,831

Balance as of December 31, 2016
$
(18,327
)
 
(19
)
 
(18,346
)
 
(301
)
 

 
(301
)
 
(18,647
)
Other comprehensive income before reclassifications
1,134

 
(8
)
 
1,126

 
17

 

 
17

 
1,143

Amounts reclassified from accumulated other comprehensive income
10,931

 

 
10,931

 
172

 

 
172

 
11,103

Current period other comprehensive income, net
12,065

 
(8
)
 
12,057

 
189

 

 
189

 
12,246

Balance as of December 31, 2017
$
(6,262
)
 
(27
)
 
(6,289
)
 
(112
)
 

 
(112
)
 
(6,401
)
The following represents amounts reclassified out of AOCI into income:
AOCI Component
Amount Reclassified from AOCI into Income
 
Affected Line Item(s) Where Net Income is Presented
 
Year ended December 31,
 
 
(in thousands)
2017
 
2016
 
2015
 
 
Interest rate swaps
$
11,103

 
51,139

 
9,152

 
Interest expense and Loss on derivative instruments


120

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




11.
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)
2017
 
2016
 
2015
Restricted stock (1)
$
15,525

 
13,422

 
13,869

Directors' fees paid in common stock (1)
303

 
193

 
200

Capitalized stock-based compensation (2)
(3,210
)
 
(2,963
)
 
(2,988
)
Stock based compensation attributable to post-combination service from Equity One merger
7,931

 

 

Stock-based compensation, net of capitalization
$
20,549

 
10,652

 
11,081

 
(1) Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2) Includes compensation expense specifically identifiable to development and leasing activities.
The Company established its Long Term Omnibus 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 4.1 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2017, there were 2.1 million shares available for grant under the Plan either through stock options or restricted stock.
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.

121

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The following table summarizes non-vested restricted stock activity:
 
 
Year ended December 31, 2017
 
 
Number of Shares
 
Intrinsic Value
(in thousands)
 
Weighted Average Grant Price
Non-vested as of December 31, 2016
 
561,261

 
 
 
 
Add: Time-based awards granted (1) (4)
 
118,339

 
 
 
$69.47
Add: Performance-based awards granted (2) (4)
 
38,494

 
 
 
$68.95
Add: Market-based awards granted (3) (4)
 
65,449

 
 
 
$78.54
Less: Vested and Distributed (5)
 
207,403

 
 
 
$69.32
Less: Forfeited
 
6,063

 
 
 
$66.91
Non-vested and expected to vest as of December 31, 2017 (6)
 
570,077

 
$39,438
 
 
 
 
 
 
 
 
 
 
(1) Time-based awards vest beginning on the first anniversary following the grant date over a three 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,
 
 
 
2017
 
2016
 
2015
 
Volatility
 
18.00%
 
18.50%
 
17.10%
 
Risk free interest rate
 
1.48%
 
0.88%
 
0.78%
 
 
 
 
 
 
 
 
(4)The weighted-average grant price for restricted stock granted during the years is summarized below:
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31,
 
 
 
2017

2016

2015
 
Weighted-average grant price for restricted stock
 
$
72.05

 
$
79.40

 
$
69.80

 
 
 
 
 
 
 
 
(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31,
 
 
 
2017
 
2016
 
2015
 
Intrinsic value of restricted stock vested
 
$
14,376

 
$
15,400

 
$
18,600

 
 
 
 
 
 
 
 
(6) As of December 31, 2017, there was $14.2 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.

122

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017





12.
Saving and Retirement Plans
401(k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount determined by the IRS of their eligible compensation. 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, 2017. Additionally, an annual profit sharing contribution is made, which vests over a three year period. Costs for Company contributions to the plan totaled $4.1 million, $3.3 million and $3.1 million for the years ended December 31, 2017, 2016, and 2015, respectively.
Non-Qualified Deferred Compensation Plan
The Company maintains a non-qualified deferred compensation plan (“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 in the accompanying Consolidated Balance Sheets:
Non Qualified Deferred Compensation Plan Component (1)
Year ended December 31,
(in thousands)
2017
 
2016
Assets:
 
 
 
Trading securities held in trust (2)
$
31,662

 
28,588

Liabilities:
 
 
 
Accounts payable and other liabilities
$
31,383

 
28,214

 
 
 
 
(1) Assets and liabilities of the Rabbi trust are exclusive of the shares of the Company's common stock.
(2)  Included within Other assets in the accompanying Consolidated Balance Sheets.
Realized and unrealized gains and losses on trading securities are recognized within income from deferred compensation plan in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within general and administrative expenses within the accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.

123

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017





13.
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)
 
2017
 
2016
 
2015
Numerator:
 
 
 
 
 
 
Income from operations attributable to common stockholders - basic
 
$
159,949

 
143,860

 
128,994

Income from operations attributable to common stockholders - diluted
 
$
159,949

 
143,860

 
128,994

Denominator:
 
 
 
 
 
 
Weighted average common shares outstanding for basic EPS
 
159,536

 
100,863

 
94,391

Weighted average common shares outstanding for diluted EPS (1)
 
159,960

 
101,285

 
94,856

 
 
 
 
 
 
 

 
 
 
 
 
 
Income per common share – basic
 
$
1.00

 
1.43

 
1.37

Income per common share – diluted
 
$
1.00

 
1.42

 
1.36

 
 
 
 
 
 
 
(1) Includes the dilutive impact of unvested restricted stock.
Amounts excluded for each because they would be anti-dilutive include:
The 1.3 million shares issuable under the forward equity offering outstanding at December 31, 2017 and 2016, using the treasury stock method .
Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no impact. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2017, 2016, and 2015 were 295,054, 154,170, and 154,170 respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit:
 
 
Year ended December 31,
(in thousands, except per share data)
 
2017
 
2016
 
2015
Numerator:
 
 
 
 
 
 
Income from operations attributable to common unit holders - basic
 
$
160,337

 
144,117

 
129,234

Income from operations attributable to common unit holders - diluted
 
$
160,337

 
144,117

 
129,234

Denominator:
 
 
 
 
 
 
Weighted average common units outstanding for basic EPU
 
159,831

 
101,017

 
94,546

Weighted average common units outstanding for diluted EPU (1)
 
160,255

 
101,439

 
95,011

 
 
 
 
 
 
 
Income per common unit – basic
 
$
1.00

 
1.43

 
1.37

Income per common unit – diluted
 
$
1.00

 
1.42

 
1.36

 
 
 
 
 
 
 
(1) Includes the dilutive impact of unvested restricted stock and forward equity offering using the treasury stock method.


124

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




14.
Operating Leases
The Company's properties are leased to tenants under operating leases. Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet generally have initial lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Future minimum rents under non-cancelable operating leases as of December 31, 2017, excluding both tenant reimbursements of operating expenses and additional percentage rent based on tenants' sales, are as follows:
In Process Year Ending December 31,
 
Future Minimum Rents (in thousands)
2018
 
$
734,157

2019
 
669,345

2020
 
589,515

2021
 
505,592

2022
 
412,924

Thereafter
 
1,643,594

Total
 
$
4,555,127

The shopping centers' tenant base primarily includes national and regional supermarkets, drug stores, discount department stores, restaurants, and other retailers and, consequently, the credit risk is concentrated in the retail industry. Grocer anchor tenants represent approximately 18% of pro-rata annual base rent. There were no tenants that individually represented more than 5% of the Company's annualized future minimum rents.
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. Ground leases expire through the year 2101, and in most cases, provide for renewal options. Buildings and improvements constructed on the leased land are capitalized and depreciated over the shorter of the useful life of the improvements or the lease term.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in most cases, provide for renewal options. Leasehold improvements are capitalized, recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term.
Operating lease expense was $18.4 million, $13.1 million, and $9.5 million for the years ended December 31, 2017, 2016, and 2015, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2017:
In Process Year Ending December 31,
 
Future Obligations (in thousands)
2018
 
$
14,266

2019
 
15,329

2020
 
14,778

2021
 
13,907

2022
 
13,049

Thereafter
 
481,972

Total
 
$
553,301


15.
Commitments and Contingencies
Litigation

125

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
After the announcement of the merger agreement on November 14, 2016, a putative class action was filed on behalf of a purported stockholder in the Circuit Court for Duval County, Florida, under the following caption: Robert Garfield on Behalf of Himself and All Others Similarly Situated vs. Regency Centers Corporation, Martin E. Stein, Jr., John C. Schweitzer, Raymond L. Bank, Bryce Blair, C. Ronald Blankenship, J. Dix Druce, Jr., Mary Lou Fiala, David P. O'Connor, and Thomas G. Wattles, No. 16-2017-CA-000688-XXXX-MA, filed February 3, 2017.
The class action alleges, among other matters, that the definitive joint proxy statement/prospectus filed by Regency and Equity One with the Securities and Exchange Commission (the “SEC”) on January 24, 2017 (the “Joint Proxy Statement/Prospectus”) omitted certain material information in connection with the merger. The complainant saught various remedies, including injunctive relief to prevent the consummation of the merger unless certain allegedly material information was disclosed and saught compensatory and rescissory damages in the event the merger was consummated without such disclosures.
On February 17, 2017, the defendants entered into a stipulation of settlement with respect to the class action, pursuant to which the parties have agreed, among other things, that Regency will make certain supplemental disclosures. The supplemental disclosures were made by Regency in the Current Report on Form 8-K filed by Regency with the SEC on February 17, 2017. The stipulation of settlement was approved by the courts and the case dismissed in January 2018.
Environmental
The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential environmental contaminants or liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to it; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional material environmental liability to the Company.
Letter of Credit
The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of December 31, 2017 and 2016, the Company had $9.4 million and $5.8 million in letters of credit outstanding, respectively.
Purchase Commitments
The Company enters purchase and sale agreements to buy or sell real estate assets in the normal course of business, which generally provide limited recourse if either party ends the contract. In addition, at December 31, 2017, the Company has a commitment to purchase up to 100% ownership interest in an operating property valued at $205 million by November 2019, currently expecting to acquire 30% interest by that date.

16.
Summary of Quarterly Financial Data (Unaudited)
The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2017 and 2016:

126

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2017




(in thousands except per share and per unit data)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Year ended December 31, 2017
 
 
 
 
 
 
 
 
Operating Data:
 
 
 
 
 
 
 
 
Revenue
 
$
196,131

 
261,305

 
262,141

 
264,749

 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
(33,223
)
 
48,368

 
59,666

 
85,138

Net income attributable to exchangeable operating partnership units
 
(19
)
 
104

 
132

 
171

Net income attributable to common unit holders
 
$
(33,242
)
 
48,472

 
59,798

 
85,309

 
 
 
 
 
 
 
 
 
Net income attributable to common stock and unit holders per share and unit:
 
 
 
 
 
 
 
 
Basic
 
$
(0.26
)
 
0.28

 
0.35

 
0.50

Diluted
 
$
(0.26
)
 
0.28

 
0.35

 
0.50

 
 
 
 
 
 
 
 
 
Year ended December 31, 2016
 
 
 
 
 
 
 
 
Operating Data:
 
 
 
 
 
 
 
 
Revenue
 
$
149,628

 
152,413

 
152,769

 
159,561

 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
47,877

 
34,810

 
5,305

 
55,868

Net income attributable to exchangeable operating partnership units
 
85

 
64

 
16

 
92

Net income attributable to common unit holders
 
$
47,962

 
34,874

 
5,321

 
55,960

 
 
 
 
 
 
 
 
 
Net income attributable to common stock and unit holders per share and unit:
 
 
 
 
 
 
 
 
Basic
 
$
0.49

 
0.36

 
0.05

 
0.53

Diluted
 
$
0.49

 
0.35

 
0.05

 
0.53



127



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
101 7th Avenue
 
$
48,339

 
34,895

 

 
48,339

 
34,895

 
83,234

 
934

 
82,300

 

1175 Third Avenue
 
40,560

 
25,617

 

 
40,560

 
25,617

 
66,177

 
623

 
65,554

 

1225-1239 Second Ave
 
23,033

 
17,173

 
46

 
23,033

 
17,219

 
40,252

 
447

 
39,805

 

200 Potrero
 
4,860

 
2,251

 

 
4,860

 
2,251

 
7,111

 
87

 
7,024

 

22 Crescent Road
 
2,152

 
318

 

 
2,152

 
318

 
2,470

 
18

 
2,452

 

4S Commons Town Center
 
30,760

 
35,830

 
1,230

 
30,812

 
37,008

 
67,820

 
22,825

 
44,995

 
85,000

90-30 Metropolitan Avenue
 
16,355

 
24,429

 
79

 
16,355

 
24,508

 
40,863

 
536

 
40,327

 

91 Danbury Road
 
690

 
893

 

 
690

 
893

 
1,583

 
31

 
1,552

 

Alafaya Commons
 
7,388

 
12,690

 
77

 
7,388

 
12,767

 
20,155

 
557

 
19,598

 

Alafaya Village
 
2,806

 
6,046

 
63

 
2,806

 
6,109

 
8,915

 
216

 
8,699

 

Ambassador Row
 
2,572

 
20,457

 

 
2,572

 
20,457

 
23,029

 
819

 
22,210

 

Ambassador Row Courtyards
 
1,779

 
6,783

 
553

 
1,779

 
7,336

 
9,115

 
380

 
8,735

 

Amerige Heights Town Center
 
10,109

 
11,288

 
614

 
10,109

 
11,902

 
22,011

 
4,340

 
17,671

 
15,844

Anastasia Plaza
 
9,065

 

 
639

 
3,338

 
6,366

 
9,704

 
2,324

 
7,380

 

Ashburn Farm Market Center
 
9,835

 
4,812

 
640

 
9,835

 
5,452

 
15,287

 
4,272

 
11,015

 

Ashford Place
 
2,584

 
9,865

 
1,105

 
2,584

 
10,970

 
13,554

 
7,247

 
6,307

 

Atlantic Village
 
2,446

 
20,663

 
23

 
2,446

 
20,686

 
23,132

 
701

 
22,431

 

Aventura Shopping Center
 
2,751

 
10,459

 
9,663

 
8,975

 
13,898

 
22,873

 
121

 
22,752

 

Aventura Square
 
86,933

 
21,936

 
1,695

 
88,492

 
22,072

 
110,564

 
696

 
109,868

 
8,176

Balboa Mesa Shopping Center
 
23,074

 
33,838

 
13,915

 
27,758

 
43,069

 
70,827

 
9,747

 
61,080

 

Banco Popular Building
 
2,003

 
1,294

 
47

 
2,016

 
1,328

 
3,344

 
55

 
3,289

 

Belleview Square
 
8,132

 
9,756

 
3,097

 
8,323

 
12,662

 
20,985

 
7,389

 
13,596

 

Belmont Chase
 
13,881

 
17,193

 
(588
)
 
14,372

 
16,114

 
30,486

 
2,527

 
27,959

 

Berkshire Commons
 
2,295

 
9,551

 
2,247

 
2,965

 
11,128

 
14,093

 
7,351

 
6,742

 

Bird 107 Plaza
 
10,108

 
5,399

 
8

 
10,108

 
5,407

 
15,515

 
192

 
15,323

 

Bird Ludlam
 
40,945

 
40,200

 
66

 
40,945

 
40,266

 
81,211

 
1,228

 
79,983

 

Black Rock
 
22,251

 
20,815

 
301

 
22,250

 
21,117

 
43,367

 
3,535

 
39,832

 
20,000

Bloomingdale Square
 
3,940

 
14,912

 
3,174

 
4,430

 
17,596

 
22,026

 
9,152

 
12,874

 

Bluebonnet Village
 
3,688

 
10,167

 
533

 
3,688

 
10,700

 
14,388

 
438

 
13,950

 

Bluffs Square Shoppes
 
6,412

 
13,072

 
(165
)
 
6,412

 
12,907

 
19,319

 
527

 
18,792

 

Boca Village Square
 
42,543

 
11,043

 
30

 
42,543

 
11,073

 
53,616

 
464

 
53,152

 

Boulevard Center
 
3,659

 
10,787

 
2,268

 
3,659

 
13,055

 
16,714

 
6,647

 
10,067

 


128



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Boynton Lakes Plaza
 
2,628

 
11,236

 
4,936

 
3,606

 
15,194

 
18,800

 
6,817

 
11,983

 

Boynton Plaza
 
11,781

 
21,812

 
106

 
11,781

 
21,918

 
33,699

 
694

 
33,005

 

Brentwood Plaza
 
2,788

 
3,473

 
289

 
2,788

 
3,762

 
6,550

 
1,242

 
5,308

 

Briarcliff La Vista
 
694

 
3,292

 
495

 
694

 
3,787

 
4,481

 
2,746

 
1,735

 

Briarcliff Village
 
4,597

 
24,836

 
2,054

 
4,597

 
26,890

 
31,487

 
17,528

 
13,959

 

Brick Walk
 
25,299

 
41,995

 
1,042

 
25,299

 
43,037

 
68,336

 
5,447

 
62,889

 
33,000

BridgeMill Market
 
6,303

 
14,526

 
276

 
6,303

 
14,802

 
21,105

 
540

 
20,565

 
5,596

Bridgeton
 
3,033

 
8,137

 
485

 
3,067

 
8,588

 
11,655

 
2,226

 
9,429

 

Brighten Park
 
3,983

 
18,687

 
11,341

 
4,234

 
29,777

 
34,011

 
14,230

 
19,781

 

Broadway Plaza
 
40,391

 
42,281

 

 
40,391

 
42,281

 
82,672

 
1,155

 
81,517

 

Brooklyn Station on Riverside
 
7,019

 
8,688

 
(34
)
 
7,019

 
8,654

 
15,673

 
1,095

 
14,578

 

Brookside Plaza
 
33,612

 
19,043

 
151

 
33,612

 
19,194

 
52,806

 
854

 
51,952

 

Buckhead Court
 
1,417

 
7,432

 
3,371

 
1,417

 
10,803

 
12,220

 
6,232

 
5,988

 

Buckhead Station
 
69,831

 
35,397

 
2,217

 
69,868

 
37,577

 
107,445

 
1,306

 
106,139

 

Buckley Square
 
2,970

 
5,978

 
1,151

 
2,970

 
7,129

 
10,099

 
4,026

 
6,073

 

Caligo Crossing
 
2,459

 
4,897

 
39

 
2,546

 
4,849

 
7,395

 
2,536

 
4,859

 

Cambridge Square
 
774

 
4,347

 
784

 
774

 
5,131

 
5,905

 
3,109

 
2,796

 

Carmel Commons
 
2,466

 
12,548

 
5,119

 
3,422

 
16,711

 
20,133

 
9,047

 
11,086

 

Carriage Gate
 
833

 
4,974

 
3,042

 
1,302

 
7,547

 
8,849

 
5,608

 
3,241

 

Cashmere Corners
 
2,268

 
10,317

 
37

 
2,268

 
10,354

 
12,622

 
401

 
12,221

 

Centerplace of Greeley III
 
6,661

 
11,502

 
460

 
5,694

 
12,929

 
18,623

 
4,447

 
14,176

 

Charlotte Square
 
545

 
7,441

 
389

 
545

 
7,830

 
8,375

 
306

 
8,069

 

Chasewood Plaza
 
4,612

 
20,829

 
5,234

 
6,518

 
24,157

 
30,675

 
15,835

 
14,840

 

Chastain Square
 
29,501

 
13,217

 
1,278

 
29,501

 
14,495

 
43,996

 
551

 
43,445

 

Cherry Grove
 
3,533

 
15,862

 
4,063

 
3,533

 
19,925

 
23,458

 
9,494

 
13,964

 

Circle Center West
 
22,602

 
9,355

 
14

 
22,602

 
9,369

 
31,971

 
353

 
31,618

 
10,198

CityLine Market
 
12,208

 
15,839

 
71

 
12,246

 
15,872

 
28,118

 
1,404

 
26,714

 

CityLine Market Phase II
 
2,611

 
3,233

 
(47
)
 
2,611

 
3,186

 
5,797

 
186

 
5,611

 

Clayton Valley Shopping Center
 
24,189

 
35,422

 
2,722

 
24,538

 
37,795

 
62,333

 
22,624

 
39,709

 

Clocktower Plaza Shopping Ctr
 
48,907

 
20,347

 
64

 
48,907

 
20,411

 
69,318

 
594

 
68,724

 

Clybourn Commons
 
15,056

 
5,594

 
254

 
15,056

 
5,848

 
20,904

 
925

 
19,979

 

Cochran's Crossing
 
13,154

 
12,315

 
1,150

 
13,154

 
13,465

 
26,619

 
9,374

 
17,245

 


129



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Compo Acres Shopping Center
 
28,096

 
10,925

 
235

 
28,096

 
11,160

 
39,256

 
312

 
38,944

 

Concord Shopping Plaza
 
28,037

 
39,288

 
453

 
28,490

 
39,288

 
67,778

 
1,143

 
66,635

 
27,750

Copps Hill Plaza
 
28,508

 
41,680

 
194

 
28,508

 
41,874

 
70,382

 
1,285

 
69,097

 
14,221

Coral Reef Shopping Center
 
14,210

 
15,913

 

 
14,210

 
15,913

 
30,123

 
516

 
29,607

 

Corkscrew Village
 
8,407

 
8,004

 
595

 
8,407

 
8,599

 
17,006

 
3,238

 
13,768

 

Cornerstone Square
 
1,772

 
6,944

 
1,683

 
1,772

 
8,627

 
10,399

 
5,254

 
5,145

 

Corvallis Market Center
 
6,674

 
12,244

 
456

 
6,696

 
12,678

 
19,374

 
5,254

 
14,120

 

Costa Verde Center
 
12,740

 
26,868

 
1,640

 
12,798

 
28,450

 
41,248

 
15,398

 
25,850

 

Countryside Shops
 
16,667

 
30,087

 
(108
)
 
16,667

 
29,979

 
46,646

 
1,035

 
45,611

 

Courtyard Shopping Center
 
5,867

 
4

 
3

 
5,867

 
7

 
5,874

 
2

 
5,872

 

Crossroads Square
 
7,257

 
13,212

 
31

 
7,257

 
13,243

 
20,500

 
508

 
19,992

 

Culpeper Colonnade
 
15,944

 
10,601

 
4,893

 
16,258

 
15,180

 
31,438

 
9,033

 
22,405

 

Culver Center
 
108,355

 
32,798

 
144

 
108,355

 
32,942

 
141,297

 
1,157

 
140,140

 

Danbury Green
 
29,579

 
19,979

 
105

 
29,579

 
20,084

 
49,663

 
601

 
49,062

 

Dardenne Crossing
 
4,194

 
4,005

 
328

 
4,343

 
4,184

 
8,527

 
1,556

 
6,971

 

Darinor Plaza
 

 
32,832

 
529

 

 
33,361

 
33,361

 
1,006

 
32,355

 

Diablo Plaza
 
5,300

 
8,181

 
1,444

 
5,300

 
9,625

 
14,925

 
4,906

 
10,019

 

Dunwoody Village
 
3,342

 
15,934

 
4,041

 
3,342

 
19,975

 
23,317

 
13,297

 
10,020

 

East Pointe
 
1,730

 
7,189

 
2,024

 
1,941

 
9,002

 
10,943

 
5,157

 
5,786

 

East Washington Place
 
15,993

 
40,180

 
1,743

 
15,509

 
42,407

 
57,916

 
9,140

 
48,776

 

El Camino Shopping Center
 
7,600

 
11,538

 
11,954

 
10,000

 
21,092

 
31,092

 
6,317

 
24,775

 

El Cerrito Plaza
 
11,025

 
27,371

 
1,337

 
11,025

 
28,708

 
39,733

 
9,450

 
30,283

 
36,436

El Norte Parkway Plaza
 
2,834

 
7,370

 
3,308

 
3,263

 
10,249

 
13,512

 
4,965

 
8,547

 

Elmwood Oaks Shopping Center
 
5,139

 
9,542

 
244

 
5,139

 
9,786

 
14,925

 
534

 
14,391

 

Encina Grande
 
5,040

 
11,572

 
19,253

 
10,053

 
25,812

 
35,865

 
9,887

 
25,978

 

Fairfax Shopping Center
 
15,239

 
11,367

 
(8,807
)
 
10,793

 
7,006

 
17,799

 
6,691

 
11,108

 

Fairfield
 
6,731

 
29,420

 
610

 
6,731

 
30,030

 
36,761

 
3,695

 
33,066

 

Falcon Marketplace
 
1,340

 
4,168

 
442

 
1,340

 
4,610

 
5,950

 
2,086

 
3,864

 

Fellsway Plaza
 
30,712

 
7,327

 
10,094

 
34,923

 
13,210

 
48,133

 
3,886

 
44,247

 
37,500

Fenton Marketplace
 
2,298

 
8,510

 
(8,240
)
 
512

 
2,056

 
2,568

 
705

 
1,863

 

Fleming Island
 
3,077

 
11,587

 
2,979

 
3,111

 
14,532

 
17,643

 
7,240

 
10,403

 

Folsom Prairie City Crossing
 
4,164

 
13,032

 
619

 
4,164

 
13,651

 
17,815

 
5,890

 
11,925

 


130



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Fountain Square
 
29,650

 
28,984

 
21

 
29,719

 
28,936

 
58,655

 
4,835

 
53,820

 

French Valley Village Center
 
11,924

 
16,856

 
237

 
11,822

 
17,195

 
29,017

 
11,234

 
17,783

 

Friars Mission Center
 
6,660

 
28,021

 
1,730

 
6,660

 
29,751

 
36,411

 
14,164

 
22,247

 

Ft. Caroline
 
595

 
2,509

 
32

 
595

 
2,541

 
3,136

 
243

 
2,893

 

Gardens Square
 
2,136

 
8,273

 
601

 
2,136

 
8,874

 
11,010

 
4,743

 
6,267

 

Gateway 101
 
24,971

 
9,113

 
(1,356
)
 
24,971

 
7,757

 
32,728

 
2,872

 
29,856

 

Gateway Shopping Center
 
52,665

 
7,134

 
8,803

 
55,346

 
13,256

 
68,602

 
13,622

 
54,980

 

Gelson's Westlake Market Plaza
 
3,157

 
11,153

 
5,677

 
4,654

 
15,333

 
19,987

 
6,098

 
13,889

 

Glen Oak Plaza
 
4,103

 
12,951

 
557

 
4,103

 
13,508

 
17,611

 
3,386

 
14,225

 

Glengary Shoppes
 
8,170

 
12,715

 

 
8,170

 
12,715

 
20,885

 
555

 
20,330

 

Glenwood Village
 
1,194

 
5,381

 
290

 
1,194

 
5,671

 
6,865

 
4,094

 
2,771

 

Golden Hills Plaza
 
12,699

 
18,482

 
3,607

 
11,528

 
23,260

 
34,788

 
7,762

 
27,026

 

Grand Ridge Plaza
 
24,208

 
61,033

 
3,434

 
24,879

 
63,796

 
88,675

 
13,941

 
74,734

 

Greenwood Shopping Centre
 
6,287

 
26,263

 
360

 
6,287

 
26,623

 
32,910

 
836

 
32,074

 

Hammocks Town Center
 
26,380

 
27,498

 

 
26,380

 
27,498

 
53,878

 
1,018

 
52,860

 

Hancock
 
8,232

 
28,260

 
1,808

 
8,232

 
30,068

 
38,300

 
15,494

 
22,806

 

Harpeth Village Fieldstone
 
2,284

 
9,443

 
580

 
2,284

 
10,023

 
12,307

 
5,008

 
7,299

 

Harris Crossing
 
7,199

 
3,687

 
(1,631
)
 
5,508

 
3,747

 
9,255

 
2,113

 
7,142

 

Heritage Plaza
 
12,390

 
26,097

 
13,851

 
12,215

 
40,123

 
52,338

 
16,384

 
35,954

 

Hershey
 
7

 
808

 
8

 
7

 
816

 
823

 
395

 
428

 

Hibernia Pavilion
 
4,929

 
5,065

 
84

 
4,929

 
5,149

 
10,078

 
2,673

 
7,405

 

Hickory Creek Plaza
 
5,629

 
4,564

 
439

 
5,629

 
5,003

 
10,632

 
3,830

 
6,802

 

Hillcrest Village
 
1,600

 
1,909

 
51

 
1,600

 
1,960

 
3,560

 
947

 
2,613

 

Hilltop Village
 
2,995

 
4,581

 
2,966

 
3,104

 
7,438

 
10,542

 
1,672

 
8,870

 

Hinsdale
 
5,734

 
16,709

 
11,903

 
8,343

 
26,003

 
34,346

 
11,456

 
22,890

 

Holly Park
 
8,975

 
23,799

 
(177
)
 
8,828

 
23,769

 
32,597

 
3,533

 
29,064

 

Homestead McDonald's
 
2,110

 
119

 

 
2,110

 
119

 
2,229

 
7

 
2,222

 

Howell Mill Village
 
5,157

 
14,279

 
2,391

 
5,157

 
16,670

 
21,827

 
5,564

 
16,263

 

Hyde Park
 
9,809

 
39,905

 
2,930

 
9,809

 
42,835

 
52,644

 
23,693

 
28,951

 

Indian Springs
 
24,974

 
25,903

 
116

 
25,034

 
25,959

 
50,993

 
2,989

 
48,004

 

Indio Towne Center
 
17,946

 
32,617

 
5,394

 
23,105

 
32,852

 
55,957

 
14,848

 
41,109

 

Inglewood Plaza
 
1,300

 
2,159

 
627

 
1,300

 
2,786

 
4,086

 
1,370

 
2,716

 


131



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Jefferson Square
 
5,167

 
6,445

 
(7,220
)
 
1,894

 
2,498

 
4,392

 
660

 
3,732

 

Keller Town Center
 
2,294

 
12,841

 
596

 
2,404

 
13,327

 
15,731

 
6,380

 
9,351

 

Kent Place
 
4,855

 
3,586

 
805

 
5,269

 
3,977

 
9,246

 
789

 
8,457

 
8,250

Kirkman Shoppes
 
8,085

 
27,518

 
167

 
8,089

 
27,681

 
35,770

 
838

 
34,932

 

Kirkwood Commons
 
6,772

 
16,224

 
666

 
6,802

 
16,860

 
23,662

 
3,967

 
19,695

 
9,383

Klahanie Shopping Center
 
14,451

 
20,089

 
385

 
14,451

 
20,474

 
34,925

 
1,082

 
33,843

 

Kroger New Albany Center
 
3,844

 
6,599

 
811

 
3,844

 
7,410

 
11,254

 
5,220

 
6,034

 

Lake Mary Centre
 
19,181

 
62,066

 
792

 
19,181

 
62,858

 
82,039

 
2,142

 
79,897

 

Lake Pine Plaza
 
2,008

 
7,632

 
706

 
2,029

 
8,317

 
10,346

 
4,283

 
6,063

 

Lantana Outparcels
 
3,496

 
1,219

 

 
3,496

 
1,219

 
4,715

 
71

 
4,644

 

Lebanon/Legacy Center
 
3,913

 
7,874

 
53

 
3,913

 
7,927

 
11,840

 
5,648

 
6,192

 

Littleton Square
 
2,030

 
8,859

 
(3,869
)
 
2,423

 
4,597

 
7,020

 
1,951

 
5,069

 

Lloyd King Center
 
1,779

 
10,060

 
1,126

 
1,779

 
11,186

 
12,965

 
5,870

 
7,095

 

Lower Nazareth Commons
 
15,992

 
12,964

 
3,585

 
16,343

 
16,198

 
32,541

 
7,474

 
25,067

 

Magnolia Shoppes
 
16,546

 
8,384

 
42

 
16,546

 
8,426

 
24,972

 
561

 
24,411

 

Mandarin Landing
 
5,942

 
29,201

 
290

 
5,942

 
29,491

 
35,433

 
926

 
34,507

 

Market at Colonnade Center
 
6,455

 
9,839

 
69

 
6,160

 
10,203

 
16,363

 
3,377

 
12,986

 

Market at Preston Forest
 
4,400

 
11,445

 
1,211

 
4,400

 
12,656

 
17,056

 
6,483

 
10,573

 

Market at Round Rock
 
2,000

 
9,676

 
6,467

 
2,000

 
16,143

 
18,143

 
8,776

 
9,367

 

Market at Springwoods Village
 
13,457

 
11,346

 

 
13,457

 
11,346

 
24,803

 
261

 
24,542

 
8,569

Market Common Clarendon
 
154,932

 
126,328

 
806

 
154,932

 
127,134

 
282,066

 
7,561

 
274,505

 

Marketplace at Briargate
 
1,706

 
4,885

 
141

 
1,727

 
5,005

 
6,732

 
2,510

 
4,222

 

Marketplace Shopping Center
 
1,287

 
5,509

 
5,536

 
1,330

 
11,002

 
12,332

 
6,392

 
5,940

 

Millhopper Shopping Center
 
1,073

 
5,358

 
5,958

 
1,901

 
10,488

 
12,389

 
6,578

 
5,811

 

Mockingbird Commons
 
3,000

 
10,728

 
1,640

 
3,000

 
12,368

 
15,368

 
6,035

 
9,333

 

Monument Jackson Creek
 
2,999

 
6,765

 
730

 
2,999

 
7,495

 
10,494

 
5,379

 
5,115

 

Morningside Plaza
 
4,300

 
13,951

 
719

 
4,300

 
14,670

 
18,970

 
7,400

 
11,570

 

Murryhill Marketplace
 
2,670

 
18,401

 
12,799

 
2,903

 
30,967

 
33,870

 
11,309

 
22,561

 

Naples Walk
 
18,173

 
13,554

 
1,060

 
18,173

 
14,614

 
32,787

 
5,658

 
27,129

 

Newberry Square
 
2,412

 
10,150

 
765

 
2,412

 
10,915

 
13,327

 
7,943

 
5,384

 

Newland Center
 
12,500

 
10,697

 
8,081

 
16,179

 
15,099

 
31,278

 
7,033

 
24,245

 

Nocatee Town Center
 
10,124

 
8,691

 
7,106

 
10,478

 
15,443

 
25,921

 
4,216

 
21,705

 


132



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
North Hills
 
4,900

 
19,774

 
1,231

 
4,900

 
21,005

 
25,905

 
10,584

 
15,321

 

Northgate Marketplace
 
5,668

 
13,727

 
(52
)
 
4,995

 
14,348

 
19,343

 
4,060

 
15,283

 

Northgate Marketplace Phase II
 
12,189

 
29,050

 

 
12,189

 
29,050

 
41,239

 
1,689

 
39,550

 

Northgate Plaza (Maxtown Road)
 
1,769

 
6,652

 
4,807

 
2,839

 
10,389

 
13,228

 
4,272

 
8,956

 

Northgate Square
 
5,011

 
8,692

 
1,026

 
5,011

 
9,718

 
14,729

 
3,683

 
11,046

 

Northlake Village
 
2,662

 
11,284

 
1,511

 
2,686

 
12,771

 
15,457

 
6,223

 
9,234

 

Oak Shade Town Center
 
6,591

 
28,966

 
679

 
6,591

 
29,645

 
36,236

 
6,921

 
29,315

 
8,149

Oakbrook Plaza
 
4,000

 
6,668

 
5,152

 
4,981

 
10,839

 
15,820

 
3,659

 
12,161

 

Oakleaf Commons
 
3,503

 
11,671

 
55

 
3,190

 
12,039

 
15,229

 
5,281

 
9,948

 

Ocala Corners
 
1,816

 
10,515

 
475

 
1,816

 
10,990

 
12,806

 
3,246

 
9,560

 
4,389

Old Kings Commons
 
3,350

 
5,678

 
21

 
3,350

 
5,699

 
9,049

 
262

 
8,787

 

Old St Augustine Plaza
 
2,368

 
11,405

 
7,749

 
3,163

 
18,359

 
21,522

 
6,175

 
15,347

 

Pablo Plaza
 
10,736

 
19,315

 
3,766

 
10,739

 
23,078

 
33,817

 
946

 
32,871

 

Paces Ferry Plaza
 
2,812

 
12,639

 
(462
)
 
2,812

 
12,177

 
14,989

 
7,620

 
7,369

 

Panther Creek
 
14,414

 
14,748

 
3,763

 
15,212

 
17,713

 
32,925

 
11,984

 
20,941

 

Pavilion
 
13,938

 
23,747

 
333

 
13,938

 
24,080

 
38,018

 
879

 
37,139

 

Peartree Village
 
5,197

 
19,746

 
866

 
5,197

 
20,612

 
25,809

 
11,701

 
14,108

 

Persimmons Place
 
25,975

 
38,114

 
17

 
26,600

 
37,506

 
64,106

 
5,359

 
58,747

 

Piedmont Peachtree Crossing
 
45,118

 
17,027

 
52

 
45,118

 
17,079

 
62,197

 
669

 
61,528

 

Pike Creek
 
5,153

 
20,652

 
1,962

 
5,251

 
22,516

 
27,767

 
11,740

 
16,027

 

Pine Island
 
19,358

 
29,641

 
1,501

 
19,358

 
31,142

 
50,500

 
1,276

 
49,224

 

Pine Lake Village
 
6,300

 
10,991

 
969

 
6,300

 
11,960

 
18,260

 
6,120

 
12,140

 

Pine Ridge Square
 
12,565

 
24,534

 
116

 
12,565

 
24,650

 
37,215

 
781

 
36,434

 

Pine Tree Plaza
 
668

 
6,220

 
609

 
668

 
6,829

 
7,497

 
3,471

 
4,026

 

Plaza Escuela
 
24,677

 
104,547

 
23

 
24,677

 
104,570

 
129,247

 
2,498

 
126,749

 

Plaza Hermosa
 
4,200

 
10,109

 
3,243

 
4,202

 
13,350

 
17,552

 
6,138

 
11,414

 

Pleasanton Plaza
 
20,560

 
26,022

 
14

 
20,560

 
26,036

 
46,596

 
830

 
45,766

 

Point Royale Shopping Center
 
17,246

 
15,738

 
498

 
17,730

 
15,752

 
33,482

 
716

 
32,766

 

Post Road Plaza
 
14,997

 
5,439

 
150

 
14,997

 
5,589

 
20,586

 
164

 
20,422

 

Potrero Center
 
133,422

 
116,758

 

 
133,422

 
116,758

 
250,180

 
2,853

 
247,327

 

Powell Street Plaza
 
8,248

 
30,716

 
2,403

 
8,248

 
33,119

 
41,367

 
14,506

 
26,861

 

Powers Ferry Square
 
3,687

 
17,965

 
6,848

 
5,348

 
23,152

 
28,500

 
14,585

 
13,915

 


133



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Powers Ferry Village
 
1,191

 
4,672

 
518

 
1,191

 
5,190

 
6,381

 
3,620

 
2,761

 

Preston Oaks
 
763

 
30,438

 
641

 
763

 
31,079

 
31,842

 
4,364

 
27,478

 

Prestonbrook
 
7,069

 
8,622

 
577

 
7,069

 
9,199

 
16,268

 
6,513

 
9,755

 

Prosperity Centre
 
10,120

 
27,777

 
25

 
10,120

 
27,802

 
37,922

 
913

 
37,009

 

Ralphs Circle Center
 
20,653

 
6,602

 

 
20,653

 
6,602

 
27,255

 
266

 
26,989

 

Red Bank Village
 
10,336

 
9,505

 
(89
)
 
10,110

 
9,642

 
19,752

 
2,598

 
17,154

 

Regency Commons
 
3,917

 
3,616

 
236

 
3,917

 
3,852

 
7,769

 
2,355

 
5,414

 

Regency Square
 
4,770

 
25,191

 
5,713

 
5,060

 
30,614

 
35,674

 
22,980

 
12,694

 

Rona Plaza
 
1,500

 
4,917

 
221

 
1,500

 
5,138

 
6,638

 
2,855

 
3,783

 

Roosevelt Square
 
40,371

 
32,108

 

 
40,371

 
32,108

 
72,479

 

 
72,479

 

Russell Ridge
 
2,234

 
6,903

 
1,403

 
2,234

 
8,306

 
10,540

 
4,847

 
5,693

 

Ryanwood Square
 
9,912

 
10,714

 
(63
)
 
9,912

 
10,651

 
20,563

 
446

 
20,117

 

Salerno Village
 
1,279

 
76

 

 
1,279

 
76

 
1,355

 
4

 
1,351

 

Sammamish-Highlands
 
9,300

 
8,075

 
8,145

 
9,592

 
15,928

 
25,520

 
7,309

 
18,211

 

San Carlos Marketplace
 
33,977

 
59,916

 

 
33,977

 
59,916

 
93,893

 
1,446

 
92,447

 

San Leandro Plaza
 
1,300

 
8,226

 
558

 
1,300

 
8,784

 
10,084

 
4,335

 
5,749

 

Sandy Springs
 
6,889

 
28,056

 
2,562

 
6,889

 
30,618

 
37,507

 
5,351

 
32,156

 

Sawgrass Promenade
 
10,106

 
13,264

 
115

 
10,106

 
13,379

 
23,485

 
509

 
22,976

 

Scripps Ranch Marketplace
 
59,949

 
26,334

 

 
59,949

 
26,334

 
86,283

 

 
86,283

 
27,000

Sequoia Station
 
9,100

 
18,356

 
1,744

 
9,100

 
20,100

 
29,200

 
9,798

 
19,402

 

Serramonte Center
 
383,465

 
127,304

 
2,991

 
383,465

 
130,295

 
513,760

 
4,608

 
509,152

 

Shaw's at Plymouth
 
3,753

 
8,582

 

 
3,753

 
8,582

 
12,335

 
303

 
12,032

 

Sheridan Plaza
 
76,375

 
103,159

 
730

 
76,375

 
103,889

 
180,264

 
3,122

 
177,142

 
55,875

Sherwood Crossings
 
2,731

 
6,360

 
690

 
2,731

 
7,050

 
9,781

 
2,887

 
6,894

 

Shoppes @ 104
 
11,193

 

 
1,013

 
6,652

 
5,554

 
12,206

 
2,201

 
10,005

 

Shoppes at Homestead (fka Loehmanns Plaza California)
 
5,420

 
9,450

 
1,667

 
5,420

 
11,117

 
16,537

 
5,457

 
11,080

 

Shoppes at Lago Mar
 
7,575

 
12,094

 
33

 
7,575

 
12,127

 
19,702

 
464

 
19,238

 

Shoppes at Sunlake Centre
 
13,584

 
18,150

 
48

 
13,584

 
18,198

 
31,782

 
668

 
31,114

 

Shoppes of Grande Oak
 
5,091

 
5,985

 
393

 
5,091

 
6,378

 
11,469

 
4,885

 
6,584

 

Shoppes of Jonathan's Landing
 
3,859

 
6,243

 
67

 
3,859

 
6,310

 
10,169

 
207

 
9,962

 

Shoppes of Oakbrook
 
18,130

 
45,400

 
345

 
18,130

 
45,745

 
63,875

 
1,350

 
62,525

 
5,339


134



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Shoppes of Silver Lakes
 
14,544

 
24,814

 
15

 
14,544

 
24,829

 
39,373

 
855

 
38,518

 

Shoppes of Sunset
 
2,678

 
1,497

 

 
2,678

 
1,497

 
4,175

 
73

 
4,102

 

Shoppes of Sunset II
 
2,669

 
880

 
(2
)
 
2,669

 
878

 
3,547

 
60

 
3,487

 

Shops at County Center
 
9,957

 
11,296

 
922

 
10,254

 
11,921

 
22,175

 
7,897

 
14,278

 

Shops at Erwin Mill
 
9,082

 
6,124

 
122

 
9,082

 
6,246

 
15,328

 
1,734

 
13,594

 
10,000

Shops at Johns Creek
 
1,863

 
2,014

 
(335
)
 
1,501

 
2,041

 
3,542

 
1,241

 
2,301

 

Shops at Mira Vista
 
11,691

 
9,026

 
104

 
11,691

 
9,130

 
20,821

 
1,423

 
19,398

 
234

Shops at Quail Creek
 
1,487

 
7,717

 
417

 
1,458

 
8,163

 
9,621

 
3,119

 
6,502

 

Shops at Saugus
 
19,201

 
17,984

 
(306
)
 
18,811

 
18,068

 
36,879

 
8,289

 
28,590

 

Shops at Skylake
 
80,089

 
43,837

 
37

 
80,099

 
43,864

 
123,963

 
1,597

 
122,366

 

Shops at Stonewall
 
27,511

 
22,123

 
8,717

 
28,633

 
29,718

 
58,351

 
15,450

 
42,901

 

Shops on Main
 
17,020

 
27,055

 
6,819

 
18,399

 
32,495

 
50,894

 
5,622

 
45,272

 

Siegen Village
 
5,569

 
12,726

 
74

 
5,569

 
12,800

 
18,369

 
676

 
17,693

 

Sope Creek Crossing (fka Delk Spectrum)
 
2,985

 
12,001

 
2,913

 
3,332

 
14,567

 
17,899

 
7,494

 
10,405

 

South Bay Village
 
11,714

 
15,580

 
1,712

 
11,776

 
17,230

 
29,006

 
3,342

 
25,664

 

South Beach Regional
 
25,705

 
55,888

 
98

 
25,705

 
55,986

 
81,691

 
1,936

 
79,755

 

South Point
 
6,266

 
8,235

 
16

 
6,266

 
8,251

 
14,517

 
307

 
14,210

 

Southbury Green
 
25,929

 
35,058

 
33

 
25,929

 
35,091

 
61,020

 
1,045

 
59,975

 

Southcenter
 
1,300

 
12,750

 
1,885

 
1,300

 
14,635

 
15,935

 
7,054

 
8,881

 

Southpark at Cinco Ranch
 
18,395

 
11,306

 
7,354

 
21,438

 
15,617

 
37,055

 
4,200

 
32,855

 

SouthPoint Crossing
 
4,412

 
12,235

 
831

 
4,382

 
13,096

 
17,478

 
6,384

 
11,094

 

Starke
 
71

 
1,683

 
6

 
71

 
1,689

 
1,760

 
728

 
1,032

 

Star's at Cambridge
 
30,942

 
13,660

 

 
30,942

 
13,660

 
44,602

 
418

 
44,184

 

Star's at Quincy
 
26,355

 
10,073

 

 
26,355

 
10,073

 
36,428

 
460

 
35,968

 

Star's at West Roxbury
 
21,787

 
13,573

 
(37
)
 
21,787

 
13,536

 
35,323

 
428

 
34,895

 

Sterling Ridge
 
12,846

 
12,162

 
703

 
12,846

 
12,865

 
25,711

 
9,229

 
16,482

 

Stroh Ranch
 
4,280

 
8,189

 
510

 
4,280

 
8,699

 
12,979

 
6,006

 
6,973

 

Summerlin Square
 
1,183

 
1,696

 

 
1,183

 
1,696

 
2,879

 
52

 
2,827

 

Suncoast Crossing
 
9,030

 
10,764

 
4,449

 
13,374

 
10,869

 
24,243

 
5,648

 
18,595

 

Talega Village Center
 
21,601

 
12,869

 
5

 
21,601

 
12,874

 
34,475

 
584

 
33,891

 

Tamarac Town Square
 
12,153

 
9,652

 
20

 
12,153

 
9,672

 
21,825

 
434

 
21,391

 

Tanasbourne Market
 
3,269

 
10,861

 
(275
)
 
3,269

 
10,586

 
13,855

 
4,511

 
9,344

 


135



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Tassajara Crossing
 
8,560

 
15,464

 
1,002

 
8,560

 
16,466

 
25,026

 
8,064

 
16,962

 

Tech Ridge Center
 
12,945

 
37,169

 
(128
)
 
12,945

 
37,041

 
49,986

 
9,990

 
39,996

 
6,769

The Collection at Harvard Square
 
72,910

 
6,086

 
14

 
72,910

 
6,100

 
79,010

 
155

 
78,855

 

The Gallery at Westbury Plaza
 
95,771

 
229,479

 
489

 
95,771

 
229,968

 
325,739

 
5,909

 
319,830

 

The Hub Hillcrest Market
 
18,773

 
61,906

 
4,952

 
19,611

 
66,020

 
85,631

 
10,011

 
75,620

 

The Marketplace Shopping Center
 
8,960

 
38,019

 
84

 
8,960

 
38,103

 
47,063

 
1,077

 
45,986

 

The Plaza at St. Lucie West
 
1,167

 
6,754

 

 
1,167

 
6,754

 
7,921

 
215

 
7,706

 

The Point at Garden City Park (fka Garden City Park)
 
741

 
9,764

 
214

 
741

 
9,978

 
10,719

 
762

 
9,957

 

The Shops at Hampton Oaks
 
822

 
393

 
72

 
822

 
465

 
1,287

 
28

 
1,259

 

The Village Center
 
43,126

 
13,939

 
2,984

 
43,594

 
16,455

 
60,049

 
469

 
59,580

 
13,930

Town and Country
 
4,247

 
5,623

 
5

 
4,247

 
5,628

 
9,875

 
289

 
9,586

 

Town Square
 
883

 
8,132

 
389

 
883

 
8,521

 
9,404

 
4,813

 
4,591

 

Treasure Coast Plaza
 
7,004

 
22,102

 
89

 
7,004

 
22,191

 
29,195

 
726

 
28,469

 
3,170

Tustin Legacy
 
14,455

 
23,801

 

 
14,455

 
23,801

 
38,256

 
345

 
37,911

 

Twin City Plaza
 
17,245

 
44,225

 
2,023

 
17,263

 
46,230

 
63,493

 
15,155

 
48,338

 

Twin Peaks
 
5,200

 
25,827

 
1,519

 
5,200

 
27,346

 
32,546

 
13,055

 
19,491

 

Unigold Shopping Center
 
4,744

 
5,890

 
558

 
4,744

 
6,448

 
11,192

 
276

 
10,916

 

University Commons
 
4,070

 
30,785

 
(2
)
 
4,070

 
30,783

 
34,853

 
2,982

 
31,871

 
36,994

Valencia Crossroads
 
17,921

 
17,659

 
1,034

 
17,921

 
18,693

 
36,614

 
15,223

 
21,391

 

Village at La Floresta
 
13,140

 
20,571

 
(266
)
 
13,152

 
20,293

 
33,445

 
2,166

 
31,279

 

Village at Lee Airpark
 
11,099

 
12,968

 
3,464

 
12,007

 
15,524

 
27,531

 
7,734

 
19,797

 

Village Center
 
3,885

 
14,131

 
8,815

 
5,480

 
21,351

 
26,831

 
8,649

 
18,182

 

Vons Circle Center
 
48,542

 
23,113

 
29

 
48,542

 
23,142

 
71,684

 
806

 
70,878

 
8,283

Walker Center
 
3,840

 
7,232

 
3,798

 
3,878

 
10,992

 
14,870

 
5,857

 
9,013

 

Walmart Norwalk
 
19,661

 
21,994

 

 
19,661

 
21,994

 
41,655

 
777

 
40,878

 

Waterstone Plaza
 
4,857

 
14,141

 
12

 
4,857

 
14,153

 
19,010

 
439

 
18,571

 

Welleby Plaza
 
1,496

 
7,787

 
1,276

 
1,496

 
9,063

 
10,559

 
7,003

 
3,556

 

Wellington Town Square
 
2,041

 
12,131

 
106

 
2,041

 
12,237

 
14,278

 
6,856

 
7,422

 

West Bird Plaza
 
11,748

 
19,779

 
8

 
11,748

 
19,787

 
31,535

 
632

 
30,903

 

West Lake Shopping Center
 
9,572

 
10,781

 
5

 
9,572

 
10,786

 
20,358

 
474

 
19,884

 

West Park Plaza
 
5,840

 
5,759

 
1,415

 
5,840

 
7,174

 
13,014

 
3,933

 
9,081

 


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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2017
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Cost
 
 
 
Net Cost
 
 
Shopping Centers (1)
 
 Land (3)
 
 Building & Improvements (3)
 
 Cost Capitalized
 Subsequent to
 Acquisition (2) (3)
 
 Land (3)
 
 Building & Improvements (3)
 
 Total (3)
 
 Accumulated Depreciation (3)
 
 Net of Accumulated Depreciation (3)
 
 Mortgages
Westbury Plaza
 
113,606

 
53,983

 
745

 
113,606

 
54,728

 
168,334

 
2,162

 
166,172

 
88,000

Westchase
 
5,302

 
8,273

 
509

 
5,302

 
8,782

 
14,084

 
3,279

 
10,805

 
6,286

Westchester Commons
 
3,366

 
11,751

 
10,802

 
4,894

 
21,025

 
25,919

 
6,483

 
19,436

 

Westchester Plaza
 
1,857

 
7,572

 
371

 
1,857

 
7,943

 
9,800

 
5,269

 
4,531

 

Westlake Plaza and Center
 
7,043

 
27,195

 
29,447

 
17,598

 
46,087

 
63,685

 
19,980

 
43,705

 

Westport Plaza
 
7,982

 
8,507

 
4

 
7,982

 
8,511

 
16,493

 
353

 
16,140

 
2,897

Westwood - Manor Care
 
12,736

 
2,493

 

 
12,736

 
2,493

 
15,229

 
54

 
15,175

 

Westwood Shopping Center
 
113,582

 
20,565

 

 
113,582

 
20,565

 
134,147

 
802

 
133,345

 

Westwood Village
 
19,933

 
25,301

 
(2,064
)
 
18,723

 
24,447

 
43,170

 
12,001

 
31,169

 

Whole Foods at Swampscott
 
7,083

 
8,638

 

 
7,083

 
8,638

 
15,721

 
261

 
15,460

 

Williamsburg at Dunwoody
 
7,108

 
3,996

 
452

 
7,118

 
4,438

 
11,556

 
198

 
11,358

 

Willow Festival
 
1,954

 
56,501

 
1,553

 
1,954

 
58,054

 
60,008

 
12,883

 
47,125

 
39,505

Willows Oaks Crossing
 
7,325

 
7,847

 

 
7,325

 
7,847

 
15,172

 
1,095

 
14,077

 

Willows Shopping Center
 
48,848

 
80,917

 
382

 
48,876

 
81,271

 
130,147

 
2,258

 
127,889

 

Woodcroft Shopping Center
 
1,419

 
6,284

 
950

 
1,421

 
7,232

 
8,653

 
4,264

 
4,389

 

Woodman Van Nuy
 
5,500

 
7,195

 
293

 
5,500

 
7,488

 
12,988

 
3,747

 
9,241

 

Woodmen Plaza
 
7,621

 
11,018

 
761

 
7,621

 
11,779

 
19,400

 
10,292

 
9,108

 

Woodside Central
 
3,500

 
9,288

 
586

 
3,489

 
9,885

 
13,374

 
4,891

 
8,483

 

Young Circle Shopping Center
 
5,666

 
10,714

 
11

 
5,666

 
10,725

 
16,391

 
360

 
16,031

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Corporate Assets
 
151

 

 
1,931

 
151

 
1,931

 
2,082

 
1,758

 
324

 

Land held for future development
 
62,103

 
135

 
9

 
62,061

 
144

 
62,205

 
9

 
62,196

 

Properties in Development
 

 
68,744

 
245,647

 

 
314,391

 
314,391

 

 
314,391

 

 
 
$
4,610,000

 
5,574,604

 
708,259

 
4,667,744

 
6,225,077

 
10,892,821

 
1,339,771

 
9,553,050

 
636,743

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Item 2, Properties for geographic location and year each operating property was acquired.
(2) The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded, and demolition of part of the property for redevelopment.
(3) The initial and total cost of land, building and improvements, and related accumulated depreciation as of and for the year ended December 31, 2017, includes amounts subject to provisional accounting for shopping centers acquired from the Equity One merger, as discussed in Note 2.
See accompanying report of independent registered public accounting firm.


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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued
December 31, 2017
(in thousands)
Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $8.8 billion at December 31, 2017.
The changes in total real estate assets for the years ended December 31, 2017, 2016, and 2015 are as follows (in thousands):
 
 
2017
 
2016
 
2015
Beginning balance
 
$
4,933,499

 
4,545,900

 
4,409,886

Acquired properties
 
5,772,265

 
370,010

 
39,850

Developments and improvements
 
273,871

 
148,904

 
174,972

Sale of properties
 
(86,814
)
 
(126,855
)
 
(78,808
)
Provision for impairment
 

 
(4,460
)
 

Ending balance
 
$
10,892,821

 
4,933,499

 
4,545,900

The changes in accumulated depreciation for the years ended December 31, 2017, 2016, and 2015 are as follows (in thousands):
 
 
2017
 
2016
 
2015
Beginning balance
 
$
1,124,391

 
1,043,787

 
933,708

Depreciation expense
 
222,395

 
115,355

 
119,475

Sale of properties
 
(7,015
)
 
(32,791
)
 
(9,396
)
Provision for impairment
 

 
(1,960
)
 

Ending balance
 
$
1,339,771

 
1,124,391

 
1,043,787

See accompanying report of independent registered public accounting firm.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2017.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
Other than the integration of Equity One's operations into our control structure, there have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2017 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating

139



Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2017.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
Other than the integration of Equity One's operations into our control structure, there have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2017 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

Item 9B. Other Information
Not applicable


PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
Code of Ethics.
We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at www.regencycenters.com. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.

Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders.


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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
 
 
(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
 

 
$

 
1,502,643

Equity compensation plans not approved by security holders
 
N/A
 
N/A
 
N/A
Total
 

 
$

 
1,502,643

 
 
 
 
 
 
 
(1) This column does not include 570,077 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 2011 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2011 annual meeting, provides that an aggregate maximum of 4.1 million shares of our common stock are reserved for issuance under the Omnibus Plan.
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders.

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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)    Financial Statements and Financial Statement Schedules:
Regency Centers Corporation and Regency Centers, L.P. 2017 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.
(b)    Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov.
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
1.    Underwriting Agreement
(a)
Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:
(i)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;
(ii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;
(iii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;
(iv)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BB&T Capital Markets, a division of BB&T Securities, LLC;
(v)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC;

142



(vi)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and RBC Capital Markets, LLC;
(vii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and
(viii)
Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.
(b)
Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 17, 2017).
(c)
Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 17, 2017).
(d)
Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 17, 2017)
(e)
Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Royal Bank of Canada (incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K filed on May 17, 2017).
3.    Articles of Incorporation and Bylaws
(a)
Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).
(b)
Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.B to the Company’s Form 10-Q filed on August 8, 2017).
(c)
Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).
4.    Instruments Defining Rights of Security Holders
(a)
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) and 3(d) 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)
(ii)
(iii)

143



(incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).
(iv)
(c)
Indenture dated September 9, 1998 between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by IRT Property Company on September 15, 1998)
(i)
Supplemental Indenture No. 1, dated September 9, 1998, between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.3 of Form 8-K filed by IRT Property Company on September 15, 1998)
(ii)
Supplemental Indenture No. 2, dated November 1, 1999, between the Company, as successor-by-merger to IRT Property Company, and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.5 of Form 8-K filed by IRT Property Company on November 12, 1999)
(iii)
Supplemental Indenture No. 3, dated February 12, 2003, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Equity One, Inc. on February 20, 2003)
(iv)
Supplemental Indenture No. 5, dated April 23, 2004, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Form 10-Q filed by Equity One, Inc. on May 10, 2004)
(v)
Supplemental Indenture No. 6, dated May 20, 2005, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.2 of Form 10-Q filed by Equity One, Inc. on August 5, 2005)
(vi)
Supplemental Indenture No. 8, dated December 30, 2005, between the Company and SunTrust Bank, as Trustee (incorporated by reference to Exhibit 4.17 of Form 10-K filed by Equity One, Inc. on March 3, 2006)
(vii)
Supplemental Indenture No. 13, dated as of October 25, 2012, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Equity One, Inc. on October 25, 2012)
(d)
(e)
(f)
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)
10.    Material Contracts (~ indicates management contract or compensatory plan)
~(a)
Form of Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).
~(b)
Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).

144



~(c)
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).
~(d)
Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).
~(e)
Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
~(f)
Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).
~(g)
First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(h)
Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).
~(i)
Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(j)
Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's 2011 Annual Meeting Proxy Statement filed on March 24, 2011).
~(k)
Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).
~(l)
~(m)
Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on July 20, 2015).
~(n)
~(o)
(p)
(i)
First Amendment to Third Amended and Restated Credit Agreement dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 9, 2012).
(ii)
Second Amendment to Third Amended and Restated Credit Agreement dated June 27, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 8, 2014).
(iii)
Third Amendment to Third Amended and Restated Credit Agreement dated May 13, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 18, 2015).

145



(iv)
Fourth Amendment to Third Amended and Restated Credit Agreement dated June 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 5, 2016).
(v)
(q)
(i)
First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).
(ii)
Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).
(iii)
Third Amendment to Term Loan Agreement dated as of June 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 8, 2014).
(iv)
Fourth Amendment to Term Loan Agreement dated as of May 13, 2015 (incorporated by reference to Exhibit 10(j)(iv) to the Company's Form 10-K filed on February 18, 2016).
(v)
Fifth Amendment to Term Loan Agreement dated as of July 7, 2016 (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on July 7, 2016).
(vi)
(r)
(i)
(s)
Governance Agreement, dated as of November 14, 2016, by and among Regency Centers Corporation, Gazit Globe, Ltd. and certain of its affiliated entities (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Regency Centers Corporation with the SEC on November 15, 2016).
(t)
12.    Computation of ratios
12.1

146



21.    Subsidiaries of Regency Centers Corporation
23.    Consents of Independent Accountants
23.1    Consent of KPMG LLP for Regency Centers Corporation.
23.2    Consent of KPMG LLP for 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.
The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
32.1    18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2    18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3    18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4    18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
101.    Interactive Data Files
101.INS+    XBRL Instance Document
101.SCH+    XBRL Taxonomy Extension Schema Document
101.CAL+    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+    XBRL Taxonomy Definition Linkbase Document
101.LAB+    XBRL Taxonomy Extension Label Linkbase Document
101.PRE+    XBRL Taxonomy Extension Presentation Linkbase Document
__________________________
+Submitted electronically with this Annual Report

147



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 27, 2018
REGENCY CENTERS CORPORATION
 
By:

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer


February 27, 2018
REGENCY CENTERS, L.P.
 
By:
Regency Centers Corporation, General Partner
 
By:

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer

148



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 27, 2018
 

/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
February 27, 2018
 

/s/ Lisa Palmer
Lisa Palmer, President and Chief Financial Officer (Principal Financial Officer)
February 27, 2018
 

/s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
February 27, 2018
 

/s/ Joseph Azrack
Joseph Azrack, Director
February 27, 2018
 

/s/ Raymond L Bank
Raymond L Bank, Director
February 27, 2018
 

/s/ Bryce Blair
Bryce Blair, Director
February 27, 2018
 

/s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
February 27, 2018
 

/s/ Mary Lou Fiala
Mary Lou Fiala, Director
February 27, 2018
 

/s/ Peter Linneman
Peter Linneman, Director
February 27, 2018
 

/s/ David P. O'Connor
David P. O'Connor, Director
February 27, 2018
 

/s/ John C. Schweitzer
John C. Schweitzer, Director
February 27, 2018
 

/s/ Thomas G. Wattles
Thomas G. Wattles, Director


149
Exhibit


Exhibit 12.1


Regency Centers Corporation and Regency Centers, L.P.
Computation of Ratio of Earnings to Fixed Charges
(in thousands)

 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Fixed Charge Coverage Ratio:
 
 
 
 
 
 
 
 
 
 
Add: pre-tax income from continuing operations before adjustment for income or loss from equity investees and noncontrolling interests in consolidated subsidiaries
$
125,992

 
110,474

 
128,431

 
158,823

 
54,282

Add: fixed charges
 
145,638

 
98,190

 
113,697

 
120,963

 
119,264

Add: distributed income of equity investees
 
53,502

 
50,361

 
46,646

 
42,767

 
45,377

Subtract: capitalized interest
 
(7,946
)
 
(3,482
)
 
(6,740
)
 
(7,142
)
 
(6,078
)
Subtract: noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
 
(503
)
 
(301
)
 
(764
)
 
(471
)
 
(323
)
Total earnings
$
316,683

 
255,242

 
281,270

 
314,940

 
212,522

 
 
 
 
 
 
 
 
 
 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
 
Interest expensed and capitalized
$
141,291

 
94,018

 
109,602

 
116,067

 
113,799

Amortized premiums, discounts and capitalized expenses related to indebtedness
 
1,100

 
1,355

 
1,350

 
1,776

 
2,887

Estimate of the interest within rental expense
 
3,247

 
2,817

 
2,745

 
3,120

 
2,577

Total fixed charges
$
145,638

 
98,190

 
113,697

 
120,963

 
119,263

 
 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
 
2.2

 
2.6

 
2.5

 
2.6

 
1.8





1




Regency Centers Corporation and Regency Centers, L.P.
Computation of Ratio of Combined Fixed Charges and Preference Dividends to Earnings
(in thousands)

 
 
Year Ended December 31,
 
 
2107
 
2016
 
2015
 
2014
 
2013
Combined Fixed Charges and Preference Dividends Coverage Ratio:
 
 
 
 
 
 
 
 
 
 
Add: pre-tax income from continuing operations before adjustment for income or loss from equity investees and noncontrolling interests in consolidated subsidiaries
$
125,992

 
110,474

 
128,431

 
158,823

 
54,282

Add: fixed charges
 
150,667

 
119,252

 
134,759

 
142,025

 
140,325

Add: distributed income of equity investees
 
53,502

 
50,361

 
46,646

 
42,767

 
45,377

Subtract: capitalized interest
 
(7,946
)
 
(3,482
)
 
(6,740
)
 
(7,142
)
 
(6,078
)
Subtract: preference dividends
 
(5,029
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
 
(21,062
)
Subtract: noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
 
(503
)
 
(301
)
 
(764
)
 
(471
)
 
(323
)
Earnings
$
316,683

 
255,242

 
281,270

 
314,940

 
212,521

 
 
 
 
 
 
 
 
 
 
 
Fixed Charges and Preference Dividend Data:
 
 
 
 
 
 
 
 
 
 
Interest expensed and capitalized
$
141,291

 
94,018

 
109,602

 
116,067

 
113,799

Amortized premiums, discounts and capitalized expenses related to indebtedness
 
1,100

 
1,355

 
1,350

 
1,776

 
2,887

Estimate of the interest within rental expense
 
3,249

 
2,817

 
2,745

 
3,120

 
2,577

Preference dividends
 
5,029

 
21,062

 
21,062

 
21,062

 
21,062

Total fixed charges and preference dividends
$
150,669

 
119,252

 
134,759

 
142,025

 
140,325

 
 
 
 
 
 
 
 
 
 
 
Ratio of combined fixed charges and preference dividends to earnings
 
2.1

 
2.1

 
2.1

 
2.2

 
1.5



2
Exhibit
REGENCY CENTERS CORPORATION
Subsidiaries

Exhibit 21
Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Regency Centers, L.P.
Delaware
Regency Centers Corporation
Outside Investors
General Partner
Limited Partners
99.9%
0.1%
Columbia Cameron Village SPE, LLC
Delaware
Regency Centers, L.P.
Columbia Perfco Partners, L.P.
Managing Member
Member
30%
70%
Columbia Cameron Village, LLC
Delaware
Columbia Cameron Village SPE, LLC
Member
100%
Columbia Regency Retail Partners, LLC
Delaware
Regency Centers, L.P.
Columbia Perfco Partners, L.P.
Managing Member
Member
20%
80%
Columbia Crossroads Commons, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Retail Dulles, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Retail Geneva Crossing, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Retail Texas 3, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Retail Sweetwater Plaza, LP
Delaware
Columbia Retail Texas 3, LLC
Columbia Regency Retail Partners, LLC
General Partner
Limited Partner
1%
99%
Columbia Retail Washington 1, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Cascade Plaza, LLC
Delaware
Columbia Retail Washington 1, LLC
Columbia Regency Retail Partners, LLC
Managing Member
Member
1%
99%
Columbia Julington Village, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Palm Valley Marketplace, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Columbia Regency Partners II, LLC
Delaware
Regency Centers, L.P.
Columbia Perfco Partners, L.P.
Managing Member
Member
20%
80%
Columbia II Broadway Market, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Burnt Mills Shopping Center, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Cochran Commons, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Hollymead Town Center, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Hollymead, LLC
Delaware
Hollymead Town Center, LLC
Member
100%
Columbia II Johns Creek, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Lorton Station Marketplace Member, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Lorton Station Marketplace, LLC
Delaware
Columbia Lorton Station Marketplace Member, LLC
Member
100%
Columbia Lorton Station Town Center, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Marina Shores, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Plantation Plaza Member, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Plantation Plaza, LLC
Delaware
Columbia Plantation Plaza Member, LLC
Member
100%
Columbia II Rockridge Center, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Retail Shorewood Crossing, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%

1

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Columbia Shorewood Crossing Phase 2 Member, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Shorewood Crossing Phase 2, LLC
Delaware
Columbia Shorewood Crossing Phase 2 Member, LLC
Member
100%
Columbia Shorewood Crossing Phase 3, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Signal Hill Two, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Signal Hill, LLC
Delaware
Signal Hill Two, LLC
Member
100%
Columbia Speedway Plaza Member, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia Speedway Plaza, LLC
Delaware
Columbia Speedway Plaza Member, LLC
Member
100%
Columbia Sutton Square, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Holding, LLC
Delaware
Columbia Regency Partners II, LLC
Member
100%
Columbia II Island Crossing, LLC
Delaware
Columbia II Holding, 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%
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%

2

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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-Auburn Village, LLC
Delaware
FW-Reg II Holdings, LLC
Member
100%
FW WI-Whitnall Square, LLC
Delaware
FW-Reg II Holdings, 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%

3

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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-Overlake Fashion Plaza, LLC
Delaware
FW-Reg II Holdings, LLC
Member
100%
Parkville Shopping Center, LLC
Maryland
FW-Reg II Holdings, LLC
Member
100%
FW-Reg II Holding Company Two, LLC
Delaware
GRI-Regency, LLC
Member
100%
FW IL-McHenry Commons Shopping Center, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW CA-Granada Village, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW CA-Laguna Niguel Plaza, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW CA-Pleasant Hill Shopping Center, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW IL-Civic Center Plaza, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW IN-Willow Lake West, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW NJ-Westmont Shopping Center, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW NC-Shoppes of Kildaire, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
FW OR-Greenway Town Center, LLC
Delaware
FW-Reg II Holding Company Two, LLC
Member
100%
USRP LP, LLC
Delaware
GRI-Regency, LLC
Member
100%
USRP GP, LLC
Delaware
GRI-Regency, LLC
Member
100%
US Retail Partners Limited Partnership
Delaware
USRP GP, LLC
USRP LP, LLC
General Partner
Limited Partner
1%
99%
FW MD Woodmoor Borrower, LLC
Delaware
US Retail Partners Limited Partnership
Member
100%
FW VA-Willston Centre II, LLC
Delaware
US Retail Partners Limited Partnership
Member
100%
FW Bowie Plaza GP, LLC
Delaware
GRI-Regency, LLC
Member
100%
Capitol Place 1 Investment Limited Partnership
Maryland
FW Bowie Plaza GP, LLC
Eastern Shopping Centers I, LLC
General Partner
Limited Partner
1%
99%
FW Woodholme GP, LLC
Delaware
GRI-Regency, LLC
Member
100%
Woodholme Properties Limited Partnership
Maryland
FW Woodholme GP, LLC
Eastern Shopping Centers I, LLC
General Partner
Limited Partner
1%
99%
FW Woodholme Borrower, LLC
Delaware
Woodholme Properties Limited Partnership
Member
100%
FW Southside Marketplace GP, LLC
Delaware
GRI-Regency, LLC
Member
100%
Southside Marketplace Limited Partnership
Maryland
FW Southside Marketplace GP, LLC
Eastern Shopping Centers I, LLC
General Partner
Limited Partner
1%
99%
FW Southside Marketplace Borrower, LLC
Delaware
Southside Marketplace Limited Partnership
Member
100%
FW Valley Centre GP, LLC
Delaware
GRI-Regency, LLC
Member
100%
Greenspring Associates Limited Partnership
Maryland
FW Valley Centre GP, LLC
Eastern Shopping Centers I, LLC
General Partner
Limited Partner
1%
99%
FW MD-Greenspring Borrower, LLC
Delaware
Greenspring Associates Limited Partnership
Member
100%

4

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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%
FW Gayton Crossing Holding, LLC
Delaware
GRI-Regency, LLC
Member
100%
FW VA-Gayton Crossing Shopping Center, LLC
Delaware
FW Gayton Crossing Holding, LLC
Member
100%
MCW RC III Hilltop Village Member, LLC
Delaware
Regency Centers, L.P.
Member
100%
MCW RC III Hilltop Village, LLC
Delaware
MCW RC III Hilltop Village Member, LLC
Member
100%
MCW-RD Brentwood Plaza, LLC
Delaware
Regency Centers, L.P.
Member
100%
MCW-RD Bridgeton, LLC
Delaware
Regency Centers, L.P.
Member
100%
MCW-RD Dardenne Crossing, LLC
Delaware
Regency Centers, L.P.
Member
100%
MCW-RD Kirkwood Commons Member, LLC
Delaware
Regency Centers, L.P.
Member
100%
MCW-RD Kirkwood Commons, LLC
Delaware
MCW-RD Kirkwood Commons Member, LLC
Member
100%
RegCal, LLC
Delaware
California State Teachers Retirement System
Regency Centers, L.P.
Member

Managing Member
75%

25%
RegCal Holding, LLC
Delaware
RegCal, LLC
Member
100%
CAR Apple Valley Square Member, LLC
Delaware
RegCal, LLC
Member
100%
CAR Apple Valley Square, LLC
Delaware
CAR Apple Valley Square Member, LLC
Member
100%
CAR Apple Valley Land, LLC
Delaware
RegCal, LLC
Member
100%
CAR Braemar Village, LLC
Delaware
RegCal, LLC
Member
100%
CAR Calhoun Commons, LLC
Delaware
RegCal, LLC
Member
100%
CAR Corral Hollow, LLC
Delaware
RegCal Holding, LLC
Member
100%
Five Corners Plaza Member, LLC
Delaware
RegCal, LLC
Member
100%
CAR Five Corners Plaza, LLC
Delaware
Five Corners Plaza Member, LLC
Member
100%
CAR Providence Commons, LLC
Delaware
RegCal, LLC
Member
100%
CAR Shops at the Columbia, LLC
Delaware
RegCal, LLC
Member
100%
KF-REG Holding, LLC
Delaware
RegCal, LLC
Member
100%

5

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
KF-REG Associates, LLC
Delaware
KF-REG Holding, LLC
Member
100%
King Farm Center, LLC
Delaware
KF-REG Associates, LLC
Member
100%
US Regency Retail REIT I
Texas
US Southern Retail, LLC
US Republic Core Fund, L.P.
Regency Centers, L.P.
Common Stock
Common Stock
Common Stock
57.27%
23.53%
19.20%
US Regency Retail I, LLC
Delaware
US Regency Retail REIT I
Regency Centers, L.P.
Member
Managing Member
99%
1%
RC FL-King’s Crossing, LLC
Delaware
Regency Centers, L.P.
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%
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%

6

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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%
Fairhope, 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
General Partner
Limited Partner
1%
99%
Glen Oak Glenview, LLC
Delaware
Regency Centers, L.P.
Member
100%
Grand Ridge Plaza I, LLC
Delaware
Regency Centers, L.P.
Member
100%
Grand Ridge Plaza II, LLC
Delaware
Regency Centers, L.P.
Member
100%
Hibernia North, LLC
Delaware
Regency Centers, L.P.
Member
100%
Hickory Creek Plaza, LLC
Delaware
Regency Centers, L.P.
Member
100%
Hoadly Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Holly Park Property, LLC
Delaware
Regency Centers, L.P.
Purser HP, LLC
Managing Member
Member
99.273%
.0727%
Hunters Lake Tampa, LLC
Delaware
Regency Centers, L.P.
Harrison Bennett Properties, LLC
Managing Member
Member
Interests Vary
Indian Springs at Woodlands, Ltd.
Texas
Indian Springs GP, LLC
Regency Centers, L.P.
General Partner
Limited Partner
0.1%
99.9%
Indian Springs GP, LLC
Delaware
Regency Centers, L.P.
Member
100%
Indio Jackson, LLC
Delaware
Regency Centers, L.P.
Member
100%
Kent Place Regency, LLC
Delaware
Regency Centers, L.P.
Kent Place Investors, LLC
Managing Member
Member
50%
50%
La Floresta Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Lee Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
The Marketplace at Briargate, LLC
Delaware
Regency Centers, L.P.
Member
100%

7

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Murfreesboro North, LLC
Delaware
Regency Centers, L.P.
Member
100%
NSHE Winnebago, LLC
Arizona
Regency Centers, L.P.
Member
100%
NTC-REG, LLC
Delaware
Regency Centers, L.P.
Member
100%
New Smyrna Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Northlake Village Shopping Center, LLC
Florida
Regency Centers, L.P.
Member
100%
Oakshade Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Ocala Corners, LLC
Delaware
Regency Centers, L.P.
Member
100%
Otay Mesa Crossing, LLC
Delaware
Regency Centers, L.P.
Member
100%
Parmer Tech Ridge, LLC
Delaware
Regency Centers, L.P.
Member
100%
Phillips Place Partners, LLC
North Carolina
Regency Centers, L.P.
John Harris
Phillips Place Management Company
Member
Member
Member
50%
49%
1%
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
Interests Vary
Regency NC GP, LLC
Delaware
Regency Centers, L.P.
Member
100%
Regency-Kleban Properties, LLC
Delaware
Regency Centers, L.P.
Brick Walk Associates, LLC
Pine Tree Ventures, LLC
Bright Star, LLC
1261 Post Road Associates, LLC
Kleban Holding Company, LLC
Kleban Holding Company II, LLC
Kleban Fairfield, LLC
Alida Kleban Holding Company, LLC
Sun Realty Associates, LLC
Kleban Development Company
FBW, LLC
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
80.0000%
5.1676%
1.1789%
0.9871%
1.3768%
2.6451%
0.7769%
1.1790%
0.8306%
3.9009%
0.4598%
1.4973%
R-K Brick Walk I, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Brick Walk II, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Brick Walk III, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Brick Walk IV, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Brick Walk V, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Fairfield I, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Fairfield IV, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Fairfield V, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Black Rock I, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Black Rock II, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
R-K Black Rock III, LLC
Delaware
Regency-Kleban Properties, LLC
Member
100%
Regency Petaluma, LLC
Delaware
Regency Centers, L.P.
Member
100%
Regency Remediation, LLC
Florida
Regency Centers, L.P.
Member
100%
Regency Village at Dublin, LLC
Delaware
Regency Centers, L.P.
Member
100%
Sandy Springs Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
SEPR Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Shops at Saugus, LLC
Delaware
Regency Centers, L.P.
Member
100%

8

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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%
Signature Plaza, 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.
Topvalco
Managing Member
Member
50%
50%
Tinwood, LLC
Delaware
Regency Centers, L.P.
Real Sub, LLC
Managing Member
Member
50%
50%
Tinwood-Pebblebrooke, LLC
Delaware
Tinwood, LLC
Member
100%
Twin City Plaza Member, LLC
Delaware
Regency Centers, L.P.
Member
100%
Twin City Plaza, LLC
Delaware
Twin City Plaza Member, LLC
Member
100%
UC Shopping Center, LLC
Delaware
Regency Centers, L.P.
Member
100%
Uncommon, LLC
Delaware
Regency Centers, L.P.
Member
100%
Uptown Member, LLC
Delaware
Regency Centers, L.P.
Member
100%
Uptown District Regency, LLC
Delaware
Uptown Member, LLC
Member
100%
WFC-Purnell, L.P.
Delaware
Regency NC GP, LLC
Regency Centers, L.P.
General Partner
Limited Partner
1%
99%
Willow Festival Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Willow Oaks Crossing, LLC
Delaware
Regency Centers, L.P.
Member
100%
Regency Realty Group, Inc.
Florida
Regency Centers, L.P.
Common Stock
100%
1488-2978 SC GP, LLC
Delaware
Regency Centers, L.P.
Member
100%
1488-2978 SC, L.P.
Texas
1488-2978 SC GP, LLC
Regency Centers, L.P.
General Partner
Limited Partner
1%
99%
Bordeaux Development, LLC
Florida
Regency Realty Group, Inc.
Member
100%
Centerplace of Greeley III, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Culpeper Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
East San Marco, LLC
Florida
Regency Realty Group, Inc.
Member
100%
Edmunson Orange Corp.
Tennessee
Regency Realty Group, Inc.
Common Stock
100%
Kulpsville Village Center LP, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Kulpsville Village Center, L.P.
Delaware
RRG Pennsylvania GP, Inc.
Kulpsville Village Center LP, LLC
General Partner
Limited Partner
1%
99%
Lake Grove Commons Solar, LLC
Delaware
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%

9

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
RB Airport Crossing, LLC
Delaware
Regency Realty Group, Inc.
Airport 6, LLC
Managing Member
Member
88%
12%
RB Augusta, LLC
Delaware
Regency Realty Group, Inc.
P-6, LLC
Managing Member
Member
96%
4%
RB Schererville Crossings, LLC
Delaware
Regency Realty Group, Inc.
WH41, LLC
Managing Member
Member
Interests Vary
RB Schererville 101, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 102, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 103, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 104, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 105, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 106, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
RB Schererville 107, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
Schererville GRG, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
LQR1, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
Baronhawks, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
RRG Mineral Holdings, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
RRG Net, LLC
Florida
Regency Realty Group, Inc.
Member
100%
Regency Solar, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Seminole Shoppes, LLC
Delaware
Regency Centers, L.P.
Member
100%
Shops at Highland Village GP, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Shops at Highland Village Development, Ltd.
Delaware
Shops at Highland Village GP, LLC
Shops at Highland Village Development, Ltd.
General Partner
Limited Partner
1%
99%
Shops at Quail Creek, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Slauson Central, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Stonewall Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
RRG Pennsylvania GP, Inc.
Florida
Regency Realty Group, Inc.
Common Stock
100%
US Regency Hasley Canyon Village, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Blossom Valley, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Alden Bridge, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Bethany Park Place, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Shiloh Springs, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Willa Springs, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Dunwoody Hall, LLC
Delaware
US Regency Retail I, LLC
Member
100%
US Regency Maynard Crossing, LLC
Delaware
US Regency Retail I, LLC
Member
100%
Clarendon Regency I, LLC
Delaware
Regency Centers, L.P.
Member
100%
Fort Worth Leasing and Management, LLC
Texas
Regency Centers, L.P.
Member
100%
Mellody Farm, LLC
Delaware
Regency Centers, L.P.
Member
100%
REG/AVB Market Commons, LLC
Delaware
Regency Centers Acquisition, LLC
Avalon Arlington Acquisition, LLC
Member
70.37%
29.63%
Springwoods Village Stuebner/Regency, LLC
Delaware
Regency Centers, L.P.
Spring RRC I, LLC
Member
53%
47%
Spring Stuebner RRC I Inc.
Delaware
Springwoods Village Stuebner/Regency, LLC
Member
100%

10

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
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%
Market Common Apartment Retail, LLC
Delaware
REG/AVB Market Commons, LLC
Member
100%
Ocala Retail Partners II, LLC
Delaware
Regency Centers, L.P.
Publix
Member
50%
50%
Klahanie Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Commonwealth Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Bridgewater Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Midtown East Regency-ITB, LLC
Delaware
Regency Centers, L.P.
I.T.B. Holdings, L.L.C.
Member
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
Regency Realty Group, Inc.
Member
100%
FV Commons, LLC
Delaware
Regency Centers, L.P.
Member
100%
Garden City Park, LLC
Delaware
Regency Centers, L.P.
Member
100%
Glenview-Reg, LLC
Delaware
Regency Centers, L.P.
Member
100%
Loveland Shopping Center, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Middle Creek Commons, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Pinecrest Regency, LLC
Delaware
Regency Centers, L.P.
Member
100%
Regency Lending, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Regency Opitz, LLC
Delaware
Regency Centers, L.P.
Member
100%
Regency Springing Member, LLC
Delaware
Regency Centers, L.P.
Member
100%
State Street Crossing, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
Regency Goodwyn, LLC
Delaware
Regency Centers, L.P.
Richmond Shopping Center, Inc. and Goodwyn Bros. General Partnership
Managing Member
Member
60%
40%
Regency Protective Trust, LLC
Delaware
Regency Realty Group, Inc.
Member
100%
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%

11

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Equity One (Northeast Portfolio) LLC
Massachusetts
Regency Centers, L.P.
Member
100%
Equity One (San Carlos) LLC
Delaware
Equity One (West Coast Portfolio) LLC
Member
100%
Equity One (Sheridan Plaza) LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One (Southeast Portfolio) LLC
Georgia
Regency Centers, L.P.
Member
100%
Equity One (Summerlin) LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One (Westbury Plaza) LLC
Delaware
Regency Centers, L.P.
Member
100%
Equity One (West Coast Portfolio) LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One (Westport) LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One (Westport Village Center) LLC
Delaware
Regency Centers, L.P.
Member
100%
Equity One Capital Management LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One Realty & Management FL, LLC
Florida
Regency Centers, L.P.
Member
100%
Equity One Realty & Management NE, LLC
Massachusetts
Regency Centers, L.P.
Member
100%
Equity One Realty & Management SE, LLC
Georgia
Regency Centers, L.P.
Member
100%
EQY Portfolio Investor (DRA) LLC
Florida
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 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
C&C Delaware, Inc.
Equity One Realty & Management CA, Inc.
Member
Member
1%
99%

12

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Equity One (Culver) LLC
Delaware
621 Colorado Associates, LLC
Member
100%
Equity One Realty & Management CA, Inc.
Delaware
C&C (US) No. 1, Inc.
Common Stock
100%
Equity One (Circle West) LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Compo Acres) LLC
Connecticut
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Darinor) LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Metropolitan) LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Post Road) LLC
Connecticut
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Ralphs Circle) LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Equity One (Vons Circle) LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Marketplace Center, Inc.
California
Equity One Realty & Management CA, Inc.
Common Stock
100%
Daly City Serramonte Center, LLC
Delaware
Equity One Realty & Management CA, Inc.
Member
100%
Serramonte Center Holding Co. LLC
Delaware
Daly City Serramonte Center, LLC
Member
100%
Willows Center Concord, Inc.
California
Equity One Realty & Management CA, Inc.
Common Stock
100%
Willows Center Concord, LLC
California
Willows Center Concord, Inc.
Member
100%
G.S. Associates Holding Corp.
Delaware
Equity One Realty & Management CA, Inc.
Common Stock
100%
G.S. Associates Joint Venture 326118
California
Equity One Realty & Management CA, Inc.
G.S. Associates Holding Corp.
Partner
Partner
99.9%
0.1%
Escuela Shopping Center, LLC
Delaware
G.S. Associates Joint Venture 326118
Member
100%
Equity One JV Portfolio LLC
Delaware
EQY Portfolio Investor (Empire) LLC
New York Common Fund
Managing Member
Member
30%
70%
Equity One JV Sub Riverfront Plaza LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
Equity One (Country Walk) LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
Equity One JV Sub CT Path LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
Equity One JV Sub Veranda LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
Equity One JV Sub Northborough LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
Equity One JV Sub Grove LLC
Delaware
Equity One JV Portfolio LLC
Member
100%
G&I VI South Florida Portfolio LLC
Delaware
EQY Portfolio Investor (DRA) LLC
G&I VI Investment South Florida Portfolio LLC
Managing Member
Member
20%
80%
G&I VI South Florida Portfolio SPE LLC
Delaware
G&I VI South Florida Portfolio LLC
Member
100%
Sunlake-Equity One LLC
Delaware
Regency Centers, L.P.
Member
100%
Equity One (Sunlake) Inc.
Florida
IRT Capital Corporation II
Common Stock
100%

13

REGENCY CENTERS CORPORATION
Subsidiaries

Entity
Jurisdiction
Owner(s)
Nature of
Interest
(1)
% of
Ownership
Sunlake-Equity Joint Venture
Florida
Equity One (Sunlake) Inc.
IRT Capital Corporation II
Partner
Partner
60%
40%
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 II Holding, 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%
Waverly 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%
Columbia Crossroads Common II, LLC
Delaware
Columbia Regency Retail Partners, LLC
Member
100%
Shops on Main LQR, LLC
Indiana
RB Schererville Crossings, LLC
Member
100%
East Towne Center, LLC
Delaware
Regency Centers, L.P.
Lake McLeod LLC
Member
Member
50%
50%
(1) Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

14
Exhibit


Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

The Board of Directors
Regency Centers Corporation:

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333‑125858 and No. 333-202971), Form S-3 ASR (No. 333-217081), and on Form S-8 (No. 333-24971, No. 333-55062, No. 333-125857, No. 333-149872, No. 333-174662, and No. 333-215241) of Regency Centers Corporation and on Form S-3 ASR (No. 333-217081-01) of Regency Centers, L.P. of our reports dated February 27, 2018, with respect to the consolidated balance sheets of Regency Centers Corporation as of December 31, 2017 and 2016, and 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, 2017, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the "consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017, combined annual report on Form 10-K of Regency Centers Corporation and Regency Centers, L.P.
/s/ KPMG LLP

Jacksonville, Florida
February 27, 2018
Certified Public Accountants



Exhibit


Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Partners
Regency Centers, L.P.:
We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-125858 and No. 333-202971), Form S-3 ASR (No. 333-217081) and on Form S-8 (No. 333-24971, No. 333-55062, No. 333-125857, No. 333-149872, No. 333-174662, and No. 333-215241) of Regency Centers Corporation and on Form S-3 ASR (No. 333-217081-01) of Regency Centers, L.P. of our reports dated February 27, 2018, with respect to the consolidated balance sheets of Regency Centers, L.P. as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the "consolidated financial statements"), and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017, combined annual report on Form 10-K of Regency Centers Corporation and Regency Centers, L.P.
/s/ KPMG LLP

Jacksonville, Florida
February 27, 2018
Certified Public Accountants



Exhibit


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, Martin E. Stein, Jr., 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 27, 2018
 
/s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Chief Executive Officer


Exhibit


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, 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 27, 2018
 
/s/ Lisa Palmer
Lisa Palmer
President and Chief Financial Officer



Exhibit


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, Martin E. Stein, Jr., 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 27, 2018
 
/s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Chief Executive Officer of Regency Centers Corporation, general partner of registrant



Exhibit


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, 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 27, 2018
 
/s/ Lisa Palmer
Lisa Palmer
President and Chief Financial Officer of Regency Centers Corporation, general partner of registrant



Exhibit


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, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.
Date: February 27, 2018
 
/s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Chief Executive Officer
 



Exhibit


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, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.

Date: February 27, 2018                

/s/ Lisa Palmer
Lisa Palmer
President and Chief Financial Officer
 



Exhibit


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, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.
Date: February 27, 2018
 
/s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Chief Executive Officer of Regency Centers Corporation, general partner of registrant




Exhibit


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, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.
Date: February 27, 2018
 
/s/ Lisa Palmer
Lisa Palmer
President and Chief Financial Officer of Regency Centers Corporation, general partner of registrant