UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 11-K |
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(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 1-12298
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
REGENCY CENTERS CORPORATION
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
TABLE OF CONTENTS
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Report Page |
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1 |
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Financial Statements |
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Statements of Net Assets Available for Benefits as of December 31, 2022 and 2021 |
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Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2022 |
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4 |
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Supplemental Schedule as of December 31, 2022: |
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
9 |
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10 |
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11 |
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Report of Independent Registered Public Accounting Firm
Participants and the Employee Benefits and Retirement Investment Committee
Regency Centers 401(k) Profit Sharing Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Regency Centers 401(k) Profit Sharing Plan (the Plan) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ FORVIS, LLP
We have served as the Plan's auditor since 2014.
Charlotte, NC
June 5, 2023
1
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2022 and 2021
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2022 |
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2021 |
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Assets |
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Investments, at fair value: |
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Money market funds |
$ |
111,674 |
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203,849 |
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Common/collective trusts |
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31,799,292 |
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35,787,872 |
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Mutual funds |
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80,078,651 |
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101,735,057 |
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Self-directed accounts |
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1,738,241 |
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1,574,996 |
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Regency Centers Corporation common stock |
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6,956,346 |
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8,166,584 |
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Total investments |
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120,684,204 |
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147,468,358 |
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Receivables: |
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Notes receivable from participants |
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772,977 |
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773,444 |
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Employer contributions |
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2,395,880 |
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2,011,512 |
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Dividends |
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72,308 |
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67,739 |
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Money market funds |
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327 |
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— |
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Total receivables |
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3,241,492 |
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2,852,695 |
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Total assets |
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123,925,696 |
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150,321,053 |
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Net assets available for benefits |
$ |
123,925,696 |
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150,321,053 |
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See accompanying notes to financial statements.
2
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2022
Additions to net assets attributed to: |
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Interest, dividends, and other income |
$ |
1,704,748 |
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Interest on notes receivable from participants |
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37,951 |
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Contributions: |
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Employer |
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4,484,974 |
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Participants |
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4,785,313 |
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Rollovers |
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970,239 |
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Total contributions |
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10,240,526 |
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Total additions |
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11,983,225 |
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Deductions from net assets attributed to: |
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Net depreciation in fair value of investments |
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26,317,558 |
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Benefits paid to participants |
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11,929,870 |
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Administrative expenses |
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131,154 |
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Total deductions |
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38,378,582 |
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Net decrease |
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(26,395,357 |
) |
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Net assets available for benefits: |
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Beginning of year |
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150,321,053 |
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End of year |
$ |
123,925,696 |
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See accompanying notes to financial statements.
3
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2022 and 2021
1. Description of Plan
The following description of the Regency Centers 401(k) Profit Sharing Plan (“the Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
The Plan is a 401(k) and profit sharing defined contribution retirement plan covering all eligible employees of Regency Centers Corporation and its subsidiaries and affiliates (“the Company”), who are at least 18 years of age. Employees become eligible the first day of the quarter following the employee's date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Each eligible employee is automatically enrolled in the Plan, at a contribution rate of 6% on a pre-tax basis, and becomes a participant of the Plan, unless the employee elects to decline participation within 45 days of his or her eligibility date. Participants who are automatically enrolled but do not make investment elections have their contributions allocated to one of eleven designated Vanguard age-based retirement target date funds until changed by the participant. Additionally, on an annual basis, employee deferrals are automatically increased by 1%, up to a maximum contribution rate of 10%, unless the employee elects to decline. During 2022, participants may contribute up to $20,500 of annual compensation, on a pre-tax or after-tax basis, as defined in the Plan. Participants who are or will attain age 50 before the end of the Plan year may elect to defer additional amounts up to $6,500 (“catch-up contributions”) to the Plan that year.
The Company matches participant contributions equal to 100% of salary deferrals up to a maximum matching amount of $5,000. Participant and employer matching contributions are invested as directed by the participant. The Company may also elect to make a profit sharing contribution to the Plan in the form of cash. During 2022, the Company’s profit sharing contribution totaled $2,395,880, and was paid in March 2023.
A participant may transfer funds from other qualified plans to the Plan. These funds are set up in a separate participant account referred to as a “Participant's Rollover Account.”
Under a trust agreement effective October 1, 1999, Wells Fargo Bank, N.A. (“Wells Fargo”) was appointed trustee for the Plan and served as the recordkeeper and asset custodian. On July 1, 2019, Principal Financial Group (“PFG”) completed its acquisition of the Wells Fargo Bank, N.A. Institutional Retirement & Trust Business. Pursuant to a transition services agreement, Wells Fargo Bank, N.A. continued to administer client assets until completion of the migration. Plan migration to PFG was completed during June 2021 at which time PFG began serving as recordkeeper and asset custodian. Regions Bank was appointed Investment Manager for the Plan under a service agreement effective July 1, 2015. The Company’s Employee Benefits and Retirement Investment Committee oversees the Plan.
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions, (b) plan earnings, and (c) discretionary profit sharing contributions. Allocations of the Company’s profit sharing contributions are based on participant earnings, as defined in the Plan document. Allocations of plan earnings for investments other than self-directed accounts are based on participants’ account balances. Self-directed accounts are credited with the earnings of the specific investments chosen by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested accounts.
Participants may borrow from the Plan using their vested account balance as security for the loan. Participant loans are repaid through payroll deductions. The minimum loan amount is $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of the participants’ vested account balance. Generally, the term of the loan may not exceed five years;
4
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2022 and 2021
however, if the loan is for the purchase of a primary residence, the Plan may allow for a longer repayment term. A participant may have only one loan outstanding at any time. The interest rate is fixed over the life of the loan based on market rates at loan inception, and the interest paid by the participant is credited back to the participant’s account.
Participants direct the investment of their participant deferrals, Company matching contributions, and Company profit sharing contributions into various investment options offered by the Plan, including a self-directed account option. Self-directed accounts consist of assets invested at the discretion of Plan participants, within certain guidelines as defined by the Plan.
Participants’ contributions and the Company’s matching contributions to the Plan vest immediately. The Company’s discretionary profit sharing contributions cliff vest at 100% after three years of service. A year of service is defined as at least 1,000 hours of service during a Plan year. Participants immediately vest in all contributions upon reaching normal retirement age of 65 or early retirement age, which is the later of the date of reaching the age of 55 or the date of completion of the third anniversary of Plan participation.
Upon termination of service due to death, disability, or retirement, a participant (or beneficiary) may elect to receive cash in either a lump-sum distribution or installments equal to the value of the participant’s vested interest in his or her account. In addition, for all terminations of service, including those for the reasons mentioned above, a participant may receive a distribution in the form of the Company’s common stock (“distribution-in-kind”) equal to the value of the participant’s vested interest in his or her Regency Centers Corporation common stock fund account. If a participant is entitled to a distribution of more than $200, then he or she may elect whether to receive the distribution or to roll over the distribution to another retirement plan such as an individual retirement account (“IRA”). If the vested interest in the Plan is greater than $1,000 but less than $5,000 and the participant does not elect to receive or roll over the distribution, then the distribution must be rolled over to an IRA. If the vested interest in the Plan is greater than $5,000, the participant must consent to the distribution before it will be made. In-service hardship distributions are permissible under the Plan and follow the Internal Revenue Service (“IRS”) issued regulations.
Participants pay certain fees including (a) investment advisory fees based on participant balances, (b) investment management fees which are fixed quarterly fees to transact investments, and (c) administrative fees to transact new participant loans. The Plan sponsor also pays certain plan expenses, which are excluded from these financial statements.
Forfeitures are allocated in the subsequent year in which the forfeiture occurs to all participants eligible to receive a Company profit sharing contribution, as defined in the Plan document. The amount allocated to each participant is the product of the ratio of his or her compensation (subject to a maximum) to total compensation, multiplied by total forfeitures. During 2022, amounts forfeited in prior years and earnings thereon totaling $72,414 were allocated to participants. At December 31, 2022 and 2021, unallocated forfeitures totaled $100,394 and $71,872, respectively.
2. Summary of Significant Accounting Policies
The accrual basis of accounting has been used in preparing the accompanying financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America.
5
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2022 and 2021
Investments are carried at fair value which represents 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. See Note 6 for discussion of fair value measurements. The net depreciation in fair value of investments includes the gain or loss on investments bought or sold during the year, as well as, the unrealized change in fair value of investments.
One of the investment options offered by the Plan, the Galliard Stable Return Fund (N) (the “Stable Return Fund”), is a common collective trust fund that is indirectly invested in fully benefit-responsive investment contracts. The Stable Return Fund is valued utilizing the Net Asset Value (“NAV”) per share as a practical expedient for fair value, as reported by the manager of the common collective trust fund.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date.
Notes receivable from participants are recorded at amortized cost plus accrued interest.
The preparation of financial statements in conformity with GAAP requires 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 additions to, and deductions from, net assets during the reporting period. Actual results could differ from those estimates.
Benefits are recorded when paid.
The Plan invests in various investment securities. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investments, including the Plan’s investment in the Company’s common stock in which it has a concentration, will occur in the future and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in all employer contributions and earnings thereon. Additionally, the Company may direct benefits to be distributed as soon as practicable or the Trust, created by the Plan, can be continued with benefits distributed as if the Plan had not been terminated.
4. Income Tax Status
The sponsor of the prototype plan, on which this standardized plan is based, received a tax opinion letter from the IRS dated June 30, 2020, which indicates that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code (“the Code”). Although the Plan has been amended since receiving the determination letter, in the opinion of the Plan administrator and its counsel, the Plan has operated in accordance with the Code and the Plan document and therefore remains qualified and tax exempt.
The Plan recognizes tax positions 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
6
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2022 and 2021
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 based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. The Plan is subject to routine audits by taxing jurisdictions.
5. Parties-in-interest Transactions and Related Party Transactions
Fees paid by the Plan to the trustees for administrative and investment services approximated $131,000 for the year ended December 31, 2022. Fees paid by the Plan to the Investment Manager approximated $55,000 for the year ended December 31, 2022.
The Plan also invests in the common stock of the Company from which it earned dividend income of $279,281 during 2022, of which $72,308 is accrued at December 31, 2022.
6. Fair Value Measurements
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, fair value measurement is determined based on the assumptions that market participants would use in pricing the asset. As a basis for considering market participant assumptions in fair value measurements, the Plan 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 Plan’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.
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 Plan’s own assumptions, as there is little, if any, related market activity.
The valuation techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable market data is monitored to assess the appropriate classifications of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
The significance of transfers between levels was evaluated based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the year ended December 31, 2022, there were no transfers in or out of levels 1, 2, or 3.
Plan Investments
Money market funds
The assets held in money market funds are valued at the NAV of the underlying funds. The NAV of money market funds are based on quoted prices in an active market and have been classified within Level 1.
Common/collective trusts
The investments held in common/collective trusts are valued at the NAV per unit of the underlying funds. The NAV is used as the practical expedient to estimate fair value and therefore, investments recorded at NAV are not categorized in the fair value hierarchy. NAV of the collective trust is calculated daily. Participants’ redemptions of the common/collective trusts are permitted daily with no other restrictions or notice periods and there are no unfunded commitments.
7
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2022 and 2021
Mutual funds
Shares of mutual funds are valued at the NAV of shares held by the Plan. The NAV of the mutual funds are based on quoted prices in active markets and have been classified within Level 1.
Self-directed accounts
The investments held in self-directed accounts include shares of money market funds and mutual funds valued at the NAV of shares held by the Plan. The NAV of the money market funds and mutual funds are based on quoted prices in active markets and have been classified within Level 1. The investments held in self-directed accounts also include common stocks with quoted prices in active markets and have been classified within Level 1.
Regency Centers Corporation Common Stock
Equity securities directly held by the Plan consist of common stock of the Company with quoted prices in active markets and have been classified within Level 1.
8
REGENCY CENTERS 401(k) PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2022
EIN: 59-3191743
Plan No. 001
(a) |
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(b) Identity of issue, borrower, lessor, or similar party |
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(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
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Units/Shares |
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(e) Current value |
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Allspring Treasury Plus Money Market Service |
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Money market funds |
|
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111,674 |
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$ |
111,674 |
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* |
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Galliard Stable Return Fund PN |
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Common/collective trusts |
|
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238,864 |
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|
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14,346,182 |
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* |
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Principal/BlackRock S&P MidCap Index CIT N |
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Common/collective trusts |
|
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65,356 |
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|
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4,206,980 |
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* |
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Principal/MFS Value CIT N |
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Common/collective trusts |
|
|
255,775 |
|
|
|
6,673,545 |
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* |
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Principal/T. Rowe Price Institutional LargeCap Growth Managed CIT N |
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Common/collective trusts |
|
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192,149 |
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|
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6,572,585 |
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Allspring Core Bond R6 Fund |
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Mutual funds |
|
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257,660 |
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|
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2,826,529 |
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American Century Small Cap Value R6 Fund |
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Mutual funds |
|
|
8,006 |
|
|
|
73,173 |
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|
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American Funds Europacific Growth Fund R6 |
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Mutual funds |
|
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52,274 |
|
|
|
2,562,970 |
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|
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American Funds New Perspective Fund R6 |
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Mutual funds |
|
|
165,179 |
|
|
|
7,816,279 |
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|
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Cohen & Steers Real Estate Securities Fund Z |
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Mutual funds |
|
|
13,456 |
|
|
|
204,134 |
|
|
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Fidelity Balanced Fund |
|
Mutual funds |
|
|
359,004 |
|
|
|
8,228,381 |
|
|
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John Hancock Disciplined Value MidCap Fund R6 |
|
Mutual funds |
|
|
166,173 |
|
|
|
4,054,618 |
|
|
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T. Rowe Price Mid Cap Growth Fund I |
|
Mutual funds |
|
|
40,533 |
|
|
|
3,603,389 |
|
|
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Vanguard Developed Markets Index Fund Admiral |
|
Mutual funds |
|
|
88,591 |
|
|
|
1,197,756 |
|
|
|
Vanguard Explorer Fund Admiral |
|
Mutual funds |
|
|
1,000 |
|
|
|
86,917 |
|
|
|
Vanguard Institutional Index Fund Institutional |
|
Mutual funds |
|
|
34,262 |
|
|
|
11,019,661 |
|
|
|
Vanguard REIT Index Fund Admiral |
|
Mutual funds |
|
|
11,175 |
|
|
|
1,306,001 |
|
|
|
Vanguard Small Cap Index Fund Institutional |
|
Mutual funds |
|
|
71,902 |
|
|
|
6,322,326 |
|
|
|
Vanguard Target Retirement Income Fund |
|
Mutual funds |
|
|
79,841 |
|
|
|
977,260 |
|
|
|
Vanguard Target Retirement 2020 Fund |
|
Mutual funds |
|
|
27,723 |
|
|
|
703,064 |
|
|
|
Vanguard Target Retirement 2025 Fund |
|
Mutual funds |
|
|
85,730 |
|
|
|
1,429,983 |
|
|
|
Vanguard Target Retirement 2030 Fund |
|
Mutual funds |
|
|
154,532 |
|
|
|
4,847,684 |
|
|
|
Vanguard Target Retirement 2035 Fund |
|
Mutual funds |
|
|
133,232 |
|
|
|
2,578,046 |
|
|
|
Vanguard Target Retirement 2040 Fund |
|
Mutual funds |
|
|
179,006 |
|
|
|
6,086,203 |
|
|
|
Vanguard Target Retirement 2045 Fund |
|
Mutual funds |
|
|
153,121 |
|
|
|
3,494,227 |
|
|
|
Vanguard Target Retirement 2050 Fund |
|
Mutual funds |
|
|
178,793 |
|
|
|
6,758,376 |
|
|
|
Vanguard Target Retirement 2055 Fund |
|
Mutual funds |
|
|
64,998 |
|
|
|
2,740,967 |
|
|
|
Vanguard Target Retirement 2060 Fund |
|
Mutual funds |
|
|
28,745 |
|
|
|
1,116,186 |
|
|
|
Vanguard Target Retirement 2065 Fund |
|
Mutual funds |
|
|
1,750 |
|
|
|
44,521 |
|
|
|
Self Directed Accounts |
|
Self directed accounts |
|
|
|
|
|
1,738,241 |
|
|
* |
|
Regency Centers Corporation Common Stock |
|
Common stock |
|
|
111,243 |
|
|
|
6,956,346 |
|
* |
|
Participant Loans (1) |
|
65 participant loans with interest rates ranging from 4.25% to 8.00% and maturity dates ranging from May 2023 to August 2036 |
|
|
|
|
|
772,977 |
|
|
|
|
Total |
|
|
|
|
|
|
$ |
121,457,181 |
|
|
* Party-in-interest to the Plan
(1) Participant loans are reported as Notes receivable from participants in the accompanying Statements of Net Assets Available for Benefits.
See accompanying Report of Independent Registered Public Accounting Firm.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
REGENCY CENTERS CORPORATION |
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June 5, 2023 |
By: |
/s/ Terah L. Devereaux |
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Terah L. Devereaux, Senior Vice President, Chief Financial Officer (Principal Accounting Officer) |
10
EXHIBIT INDEX
Exhibit No. |
Description of Exhibit |
|
|
23.1 |
Consent of Independent Registered Public Accounting Firm - FORVIS, LLP |
11
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-149872 and No. 333-239423) of our report dated June 5, 2023, with respect to the financial statements and supplemental schedule of Regency Centers 401(k) Profit Sharing Plan included in this Annual Report on Form 11-K for the year ended December 31, 2022.
/s/ FORVIS, LLP
Charlotte, NC
June 5, 2023